Diane Offereins
FlywireAbout Diane Offereins
Independent director at Flywire since January 2023; age 67. Former EVP and President, Payment Services at Discover Financial Services (2009–June 2023) leading Discover Global Network (Discover Network, Diners Club International, PULSE). Holds a B.B.A. in Accounting from Loyola University of New Orleans. Core credentials: deep payments, financial services, and cybersecurity domain expertise; currently chairs Flywire’s People & Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | EVP & President, Payment Services | 2009–Jun 2023 | Responsible for growth of Discover Global Network (Discover, Diners Club, PULSE) |
| Discover Financial Services | EVP, Payment Services; EVP & CIO | Prior to 2009 | Senior technology and payments leadership roles |
| MBNA America | Leadership positions | Not disclosed | Payments/consumer finance leadership |
| Bank of America | Leadership positions | Not disclosed | Banking leadership |
| SouthEast Bank | Leadership positions | Not disclosed | Banking leadership |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Brighthouse Financial, Inc. | Director | Chair: Compensation & Human Capital; Member: Finance & Risk; Nominating & Corporate Governance |
Board Governance
- Independence: Board comprises eight members; all are independent except CEO. Offereins is independent. Independent directors meet in executive session during regularly scheduled meetings.
- Committee assignments: Chair, People & Compensation Committee; members are Offereins, Matthew Harris, Gretchen Howard; five formal meetings in 2024 plus four actions by written consent.
- People & Compensation Committee scope: CEO evaluation and pay; officer compensation; director pay recommendations; equity/benefit plan oversight; clawback policy administration; stock ownership guidelines; succession planning; people strategy oversight; ClearBridge Compensation Group engaged as independent consultant with no conflicts.
- Board leadership: Chair of the Board is independent (Phillip Riese); roles of CEO and Chair separated.
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings.
Fixed Compensation (Director Pay Design and Actuals)
| Component | Policy / Design | Offereins 2024 Actual |
|---|---|---|
| Board annual cash retainer | $35,000 per director; $65,000 Board Chair | $46,258 cash fees |
| Committee chair fees | Audit Chair $20,000; People & Compensation Chair $12,000; Nominating Chair $8,000 | Included in cash above; Offereins is People & Compensation Chair |
| Committee member fees | Audit $10,000; People & Compensation $6,000; Nominating $4,000 | Not itemized beyond total cash |
| Meeting fees | Not specified; policy is retainer-based | Not disclosed |
| Expense reimbursement | Reasonable out-of-pocket for Board/committee meetings | Policy applies |
Director pay is primarily equity-based; no tax gross-ups, no single-trigger equity acceleration; hedging and short sales prohibited; company maintains clawback policy for erroneously awarded incentive compensation and stock ownership guidelines.
Performance Compensation (Director Equity Awards and Terms)
| Grant Type | Grant Detail | Vesting | Change-in-Control / Other |
|---|---|---|---|
| Annual RSU (2024) | RSU valued at $175,000; 10,466 shares granted June 4, 2024 (same program for continuing non-employee directors) | Vests on first anniversary of grant date, subject to continuous service | Accelerates and fully vests upon change in control, or earlier death or disability |
| Initial RSU (upon appointment) | RSU valued at $350,000 for new directors; calculated on grant-date closing price | Vests in 3 equal annual installments | Accelerates as above |
2024 reported stock awards (grant-date fair value): $174,992.
Other Directorships & Interlocks
- External public board: Brighthouse Financial, Inc. (committee chair/member roles listed above).
- Compensation Committee interlocks: None—no current or recent cross-board officer relationships that would create interlocks; PC Committee members are not Flywire officers.
- Related-party transactions: Audit Committee must pre-approve related-party transactions >$120,000; no Offereins-related transactions disclosed for 2024.
Expertise & Qualifications
- Domain expertise: Payments networks, financial services operations, cybersecurity oversight.
- Governance expertise: Active chairing of compensation/human capital at Brighthouse; chair of Flywire’s People & Compensation; experience with compensation consultants and pay-for-performance frameworks.
- Education: B.B.A. in Accounting, Loyola University of New Orleans.
Equity Ownership
| Holder | Total Beneficial Ownership (Voting Common) | % of Outstanding | Notes |
|---|---|---|---|
| Diane Offereins | 25,503 shares | <1% | Includes 10,466 RSUs that may vest within 60 days of record date; no options outstanding |
RSUs outstanding at 12/31/2024: 15,038 shares (unvested awards). Options: 0.
Stock ownership guidelines (directors): 5x annual Board cash retainer; compliance measured annually; each director satisfied guidelines at end of 2024. Hedging prohibited; pledging allowed only with prior clearance and safeguards.
Governance Assessment
- Committee leadership and engagement: As Chair of Flywire’s People & Compensation Committee with five formal meetings in 2024, Offereins oversees CEO pay, officer compensation, equity plans, clawbacks, director ownership guidelines, succession, and people strategy—indicating active governance involvement and board effectiveness.
- Independence and attendance: Independent under Nasdaq rules; Board independent sessions; no <75% attendance—supports strong oversight and investor confidence.
- Compensation alignment: Director pay structure weighted to equity (2024: ~$175k RSU vs ~$46k cash), aligning director incentives with shareholder value; no tax gross-ups; hedging prohibited; stock ownership guideline compliance is a positive alignment signal.
- External roles/interlocks: External seat at Brighthouse Financial with compensation/human capital chair role adds relevant human capital and pay oversight expertise; no interlocks or related-party transactions disclosed—low conflict risk.
- RED FLAGS: None disclosed specific to Offereins in 2024. No Section 16(a) filing delinquencies; no related-party transactions; no tax gross-ups; no hedging; pay structure standard for tech/payments boards.
Implications: Offereins’ payments network leadership and compensation governance experience, combined with independent status, active PC chair role, and equity-aligned compensation, support board effectiveness and alignment with shareholders. Absence of conflicts and strong compliance practices reduce governance risk.