Edwin Santos

About Edwin Santos

Edwin Santos (age 65) has served as an independent director of Flywire since April 2021, with a career spanning risk management, corporate governance, audit leadership, and bank operations at FleetBoston and as Group EVP and General Auditor at Citizens Financial Group (retired 2009) . He is designated the Audit Committee financial expert and serves as Chair of Flywire’s Audit Committee, reflecting deep financial literacy and oversight credentials . He currently serves on the boards of Providence Mutual Fire Insurance Company and Washington Trust Bancorp Inc.; he previously served on the board of Fidelity Institutional Asset Management (a Fidelity Investments company) per Flywire’s 2024 proxy . Santos holds a Bachelor’s degree in Business Administration and Accounting from Bryant University .

Past Roles

External Roles

Board Governance

• Independence: All Flywire directors other than the CEO are independent under Nasdaq rules; Santos qualifies and meets Rule 10A‑3 audit committee independence .
• Leadership and committees: Santos chairs the Audit Committee (members: Santos, Finkelstein, Jaques, Riese) and serves on the Nominating & Corporate Governance Committee (members: Riese [Chair], Santos) .
• Audit Committee financial expert: Board determined Santos is the “audit committee financial expert” with requisite financial sophistication .
• Meetings and attendance: In 2024, Board held 6 meetings (plus 6 consents), Audit Committee held 5 formal meetings (plus 3 consents), and Nominating & Corporate Governance held 4 formal meetings (plus 1 consent); no director attended fewer than 75% of meetings .
• Executive sessions: Independent directors meet in executive session without management during regularly scheduled meetings .
• Board structure: Separate Chair (Phillip Riese) and CEO roles for independent oversight .

Fixed Compensation

Notes: Annual cash retainers are payable quarterly in arrears .

Performance Compensation

Program structure:

• Non-employee director equity: initial RSU of $350,000 at appointment; annual RSU of $175,000 at each annual meeting; calculated at closing price on grant date .
• No performance-based metrics for director equity; RSUs are time-based and aligned to stock price .

Other Directorships & Interlocks

People & Compensation Committee interlocks: None; no insider participation .

Expertise & Qualifications

• Banking audit and risk: Extensive risk management and governance experience; former General Auditor at Citizens; FleetBoston leadership roles .
• Financial literacy and audit oversight: Board-designated audit committee financial expert; meets Nasdaq/SEC criteria .
• Education: B.S. in Business Administration and Accounting, Bryant University .

Equity Ownership

Ownership alignment:

• Director Stock Ownership Guidelines adopted Nov 2024 require 5x annual cash retainer; each director met guidelines at end of 2024 (compliance measured at year-end price) .
• Trading policy: Hedging prohibited; pledging permitted only with prior compliance clearance and subject to legal considerations .
• Section 16 compliance: All directors and officers complied in 2024; 2023 late filings did not involve Santos (late Forms 4 for certain executives only) .

Governance Assessment

• Strengths: Chair of Audit Committee with financial expert designation under SEC rules, supporting rigorous oversight of financial reporting, internal controls, and cybersecurity risk; committee independence affirmed (Rule 10A‑3) . Active committee workload with multiple formal meetings and consents; attendance threshold met . Adopts stringent insider trading policies (hedging ban), formal related‑party transaction review, and director stock ownership guidelines met—solid alignment and safeguards .
• Compensation alignment: Director pay uses modest cash plus time‑based RSUs with standard change‑in‑control acceleration; no discretionary meeting fees; cash consistent with roles (audit chair and governance member) .
• Potential red flags and monitoring items: Single‑trigger acceleration of director RSUs upon change in control (common but monitor for optics) . Pledging allowed subject to clearance—no pledges disclosed for Santos, but policy permits it; continue monitoring . Beneficial ownership remains modest in absolute shares though guidelines are met; maintain focus on continued compliance and RSU vesting alignment .
• Shareholder support signals: Santos was re‑elected in 2024 with 76,124,107 votes “For” and 27,709,192 “Withheld,” indicating majority support; 2024 say‑on‑pay passed strongly (96,109,899 “For”) and 2025 say‑on‑pay also passed (70,938,280 “For”)—supportive governance environment .

Overall, Santos’ audit leadership, independence, and risk/audit credentials are positives for board effectiveness. Monitor change‑in‑control vesting optics, any future pledging, and maintain transparency on related‑party reviews to sustain investor confidence .

Appendix: Director Compensation Totals (Disclosure)