Cosmin Pitigoi
FlywireAbout Cosmin Pitigoi
Cosmin Pitigoi, age 48, has served as Flywire’s Chief Financial Officer since March 4, 2024, following senior finance leadership roles at PayPal and eBay. He holds a B.Comm. from Stellenbosch University and an MBA from Santa Clara University, and previously served on Paidy’s board and as Audit Committee Chair of the PayPal Giving Fund . In 2024, Flywire delivered 22% revenue growth to $492.1M and Adjusted EBITDA of $77.9M, while cumulative TSR since IPO translated to $86 for a $100 initial investment as of 2024, framing a pay-for-performance context for 2024 awards . His employment terms emphasize equity alignment (front‑loaded RSUs) and double‑trigger protection in change‑of‑control scenarios .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PayPal Holdings | SVP Finance, Global FP&A, Operational Finance & Pricing (most recent) | 2012–2024 (SVP since 2023) | Led global FP&A, operational finance and pricing; broad senior finance leadership at PayPal . |
| eBay Inc. | Director, Investor Relations (final role) | 2004–2012 | Ran IR function; earlier roles across finance at eBay . |
| Barclays Global Investors; E*Trade | Financial analyst; Brokerage ops supervisor | Not disclosed | Early-career analytical and operations foundation in financial services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Paidy Corporation | Director | Not disclosed | Board role at PayPal acquisition target Paidy . |
| PayPal Giving Fund | Audit Committee Chair (previously) | Not disclosed | Non-profit governance and audit leadership . |
Fixed Compensation
| Year | Base Salary (annual rate) | Target Bonus | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2024 | $410,000 | $300,000; prorated $249,041 | $133,805 (53.7% of target), paid Mar-2025 | Reported 2024 salary paid was $340,353 due to March start . |
| Other cash/perqs | Relocation and temporary living expenses $45,623; 401(k) match $8,200; insurance $1,248 . |
Performance Compensation
Annual Incentive (Cash) – 2024 Design and Outcome
| Metric | Weight | Threshold (50%) | Target (100%) | Max (150%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue Less Ancillary Services | 50% | $496.0M | $519.0M | $545.0M | $377.1M adjusted basis; reported $474.2M | 0% |
| Adjusted EBITDA | 50% | $70.5M | $76.1M | $87.5M | $77.9M | 107.5% |
| Total | 100% | — | — | — | — | 53.7% payout; CFO bonus $133,805 |
• Context: 2024 business highlights included 22% revenue growth to $492.1M and Adjusted EBITDA of $77.9M; NEO bonuses paid at 53.7% of target .
Equity Awards (RSUs) – Grants and Vesting
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| 3/4/2024 | Time-based RSUs | 394,128 | $10,747,871 | 35% after 12 months (3/4/2025), then quarterly over next 12 quarters: 28% in year 2, 22% in year 3, 15% in year 4 . |
• Option awards: None outstanding for Pitigoi as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (voting common) | 116,037 shares; <1% of outstanding as of 4/8/2025 . |
| Unvested RSUs at 12/31/2024 | 394,128 units; market value $8,126,919 at $20.62 per share . |
| Ownership guidelines | Executives: 2x base salary; all executive officers were in compliance at 12/31/2024 . |
| Hedging/pledging | Hedging prohibited; pledging permitted only with prior compliance officer clearance per Insider Trading Policy . |
| 10b5‑1 plans | Permitted; may result in automatic trades around vesting windows . |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Start date | March 4, 2024 (CFO; principal financial and accounting officer) . |
| Base salary / target bonus | $410,000 base; $300,000 target bonus . |
| New-hire equity | RSU grant targeted at $9.25M (394,128 shares based on 20‑day average price) . |
| Relocation | Up to $35,000 reimbursement if relocating to Boston within 12 months . |
| Clawback | Policy for recovery of erroneously awarded compensation adopted July 2023, consistent with Rule 10D‑1 . |
| Change-in-control (CIC) triggers | Double-trigger required; company states it does not provide single-trigger equity acceleration . |
Severance and Change‑of‑Control Economics (as of 12/31/2024 illustration)
| Scenario | Cash Severance | RSU/Option Acceleration | Benefits (COBRA) | Total |
|---|---|---|---|---|
| Termination without Cause or for Good Reason within CIC window | $710,000 | RSU acceleration $8,126,919 | $29,814 | $8,866,733 |
| Termination without Cause or for Good Reason outside CIC window | $607,500 | RSU acceleration $3,413,270 | $22,360 | $4,043,130 |
Notes: Values above are per the proxy’s “Potential Payments upon Termination or Change in Control,” assuming a 12/31/2024 termination and based on the 12/31/2024 stock price; see definitions of Cause and Good Reason, and CIC vesting mechanics in the proxy .
Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $403,094,000* | $492,144,000* |
| EBITDA ($) | -$6,974,000* | $6,630,000* |
Values retrieved from S&P Global.
Additional context: “Revenue increased 22% year-over-year to $492.1 million” and Adjusted EBITDA was $77.9 million in 2024 .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Program design: Heavy equity weighting; capped bonuses; no tax gross‑ups; no single‑trigger CIC; stock ownership guidelines; and clawback policy .
- Compensation peer group (FY2024 decisions): Asana; AvidXchange; EngageSmart (pre‑take‑private); EVERTEC; JFrog; Lightspeed Commerce; nCino; Nuvei; PagerDuty; Payoneer; Phreesia; Remitly; Repay .
- 2025 Say‑on‑Pay: Votes For 70,938,280; Against 18,757,250; Abstain 70,465; Broker Non‑Votes 15,746,922 .
Investment Implications
- Alignment and retention: The front‑loaded new‑hire RSU (35% cliff at 12 months, then quarterly) creates material unvested equity (394k RSUs at 12/31/2024) that supports retention but can concentrate selling windows around vest dates; hedging is prohibited, though 10b5‑1 plans may be used to manage sales .
- Pay‑for‑performance: 2024 bonus metrics tied to Revenue Less Ancillary Services and Adjusted EBITDA paid at 53.7% of target—demonstrating discipline when top‑line metric adjustments drove a zero payout for that component .
- Governance quality: No tax gross‑ups; clawback in place; double‑trigger CIC; ownership guideline compliance—collectively supportive of investor alignment .
- Trading signals: Expect vest‑related liquidity events (notably the 12‑month cliff and quarterly vests thereafter); company policy permits 10b5‑1 plans and tightly restricts hedging/pledging, likely smoothing but not eliminating vest‑driven flow .
- Execution track record: As CFO, Pitigoi has emphasized growth with margin expansion and raised 2025 outlooks during the year; management highlighted beating guidance and increasing adjusted EBITDA margin outlook while expanding the credit line and buyback authorization—signals of operating confidence and capital allocation flexibility .