Carleigh Jaques
FlywireAbout Carleigh Jaques
Carleigh Jaques, age 57, joined Flywire’s Board in November 2024 and is an independent director with deep payments, risk, and identity expertise. She previously held senior roles at Visa, including SVP Global Head of Risk & Identity Solutions, SVP & Global Head of Acceptance Solutions, and SVP/GM of Cybersource; earlier, she was a technology investment banker. She holds a B.A. from the University of Michigan and an MBA from The Wharton School of the University of Pennsylvania . She was appointed on November 19, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa, Inc. | SVP, Global Head of Risk & Identity Solutions | Not disclosed | Accelerated growth of Visa’s global fraud detection business; real-time decisioning and account-holder authentication across Visa |
| Visa, Inc. | SVP & Global Head of Acceptance Solutions | Not disclosed | Led transformation of merchant/acquirer capabilities (Tap to Phone, urban mobility, merchant digital solutions) |
| Visa, Inc. (Cybersource) | SVP & GM | Not disclosed | Led one of the world’s largest digital gateways; international expansion, sales model transformation, entry into face-to-face acceptance |
| Investment Banking | Technology Investment Banker | Not disclosed | Financial services and technology advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no current or recent public company directorships for Ms. Jaques |
Board Governance
- Board leadership: Chair is Phillip Riese; CEO and Chair roles are separated .
- Independence: Ms. Jaques qualifies as independent and as an Audit Committee member under Exchange Act Rule 10A-3; Audit members meet financial literacy requirements .
- Committee assignments: Audit Committee member (Chair: Edwin Santos; members include Santos, Alex Finkelstein, Carleigh Jaques, and Phillip Riese); the Audit Committee held five formal meetings and acted by written consent three times in 2024 .
- Attendance: In 2024, the Board held six meetings and acted by written consent six times; no director attended fewer than 75% of the meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet in executive session during regularly scheduled meetings .
- Stock ownership policy (directors): Adopted November 2024; guideline is 5x annual cash retainer; each director had satisfied the guidelines at year-end 2024 (measured by closing price and includes unvested RSUs); compliance window is three years .
Fixed Compensation
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Carleigh Jaques | 5,258 | 349,998 | 355,256 |
Non-Employee Director Compensation Plan (2024 terms):
| Role | Annual Cash Retainer ($) | Initial Equity Grant | Annual Equity Grant |
|---|---|---|---|
| Board Director | 35,000 | RSU valued at $350,000; calculated at grant-date closing price; vests in three equal annual installments | RSU valued at $175,000; granted at annual meeting; vests on first anniversary |
| Board Chair | 65,000 | — | — |
| Audit Committee Chair | 20,000 | — | — |
| Audit Committee Member | 10,000 | — | — |
| People & Compensation Committee Chair | 12,000 | — | — |
| People & Compensation Committee Member | 6,000 | — | — |
| Nominating & Corporate Governance Chair | 8,000 | — | — |
| Nominating & Corporate Governance Member | 4,000 | — | — |
Notes:
- Reimbursement of reasonable out-of-pocket expenses for Board/committee meetings .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Initial RSU (Director) | Nov 19, 2024 | 15,604 | 349,998 | 3 equal annual installments following grant date | Accelerates and fully vests upon change in control, or earlier death/disability |
- Annual director RSU grant policy: Automatic grant at the annual meeting (valued at $175,000) with one-year cliff vesting for continuing directors .
- For beneficial ownership measurement as of April 8, 2025, Ms. Jaques’ holdings “include 10,466 shares underlying RSUs which may vest within 60 days of the Record Date” .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflicts |
|---|---|---|---|
| None disclosed | — | — | People & Compensation Committee interlocks: none among 2024 members; Ms. Jaques is not listed as a member of the People & Compensation Committee |
Expertise & Qualifications
- Payments and financial services leadership: senior roles across Visa’s risk, identity, acceptance, and Cybersource businesses .
- Risk management and financial expertise: Board cites her broad experience in risk management and financial expertise as qualification to serve .
- Education: B.A. (University of Michigan), MBA (Wharton) .
- Audit Committee participation: qualifies as independent under Rule 10A-3; all Audit Committee members have financial literacy; Audit oversight includes financial reporting, internal controls, internal audit, related party review, and cybersecurity risk .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (voting common) | “—” shares; less than 1% of outstanding |
| Shares outstanding (voting common) | 120,004,210 (as of April 8, 2025) |
| RSUs outstanding (as of Dec 31, 2024) | 15,604 |
| Options outstanding | 0 |
| RSUs vesting within 60 days of Record Date | 10,466 |
| Director ownership guideline | 5x annual cash retainer; 3 years to comply; measured at year-end closing price |
| Compliance status | Each director satisfied guidelines at end of 2024 |
| Hedging policy | Hedging prohibited; directors cannot engage in transactions that hedge equity declines |
| Pledging policy | Permitted only with prior clearance; subject to safeguards to avoid violations |
| Rule 10b5-1 plans | Permitted when not in possession of MNPI |
Board Committee and Governance Controls
- Audit Committee functions include appointing/overseeing the independent auditor, reviewing quarterly/annual financials and disclosures, monitoring internal control over financial reporting and disclosure controls, internal audit oversight, related person transaction approval, and risk oversight for financial, compliance, and cybersecurity .
- Director independence: majority independent; Ms. Jaques determined independent; independent directors meet in executive session .
- Board classification: staggered three-year terms, which may delay or prevent changes in control or management .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company believes all reporting requirements were complied with by directors and officers during 2024 |
| Form 4 transactions | Not detailed in the proxy; refer to individual SEC filings for any director transactions |
Related Party & Conflicts Controls
- Policy requires Audit Committee review and approval of any related party transaction >$120,000 involving directors/executives or immediate family/affiliates; considers risks, terms, alternatives, and impact on independence; approves only those consistent with Flywire’s best interests .
- No family relationships among directors or executive officers .
- Audit Committee reviewed auditor independence; recommended inclusion of audited financials in the 2024 Annual Report .
Compensation Committee Process & Consultant Independence
- People & Compensation Committee members (2024): Diane Offereins (Chair), Matthew Harris, Gretchen Howard; all independent and non-employee directors .
- Independent consultant ClearBridge advises on executive/director compensation; annual independence review found no conflicts; ClearBridge provided no additional services beyond compensation-related advisory .
Governance Assessment
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Positives:
- Independent status and Audit Committee membership; strong risk/cyber/payments background enhances oversight of financial/compliance/cyber risks .
- Attendance: company reports no director below 75% attendance in 2024; Board and committees active with multiple formal meetings .
- Ownership alignment: director stock ownership guidelines (5x retainer); each director met guidelines at year-end 2024; RSU grants drive alignment .
- Robust controls: related-party transaction policy, insider trading restrictions (hedging prohibited), independent compensation consultant .
-
Considerations / RED FLAGS:
- Board is classified (staggered terms), which can entrench board composition and delay control changes; investors may view as governance negative .
- Non-employee director equity awards have single-trigger acceleration upon change in control (accelerates and fully vests), which can be shareholder-unfriendly compared with double-trigger structures .
- Pledging is permitted with prior clearance (though hedging is prohibited); pledging increases risk if ever utilized; no pledging by Ms. Jaques is disclosed in the proxy .
-
Net view: Jaques strengthens Audit oversight given payments risk/cyber experience, meets independence and ownership alignment standards, and shows no disclosed conflicts. The single‑trigger director equity acceleration and classified board structure are governance watch items for investors focused on board accountability .
Appendix: Director Compensation Plan Terms (for reference)
- Initial RSU grant upon appointment: valued at $350,000; vests over 3 years; accelerates at change-in-control/death/disability .
- Annual RSU grant: valued at $175,000 at annual meeting; one-year vesting .
- Cash retainers and committee fees as per plan table above .