Gretchen Howard
FlywireAbout Gretchen Howard
Independent director (Class II) at Flywire since September 2023; age 51 as of the proxy record date. Former Chief Operating Officer at Robinhood Markets (2019–Jan 2024), Partner at CapitalG (2014–2019), with senior roles at Google and Fidelity. Education: B.A. Williams College and M.B.A. Harvard Business School. The board considers her qualified for expertise in technology and payments strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robinhood Markets, Inc. | Chief Operating Officer | 2019–Jan 2024 | Oversaw brokerage, compliance/operations, HR, trust & safety, support, strategy |
| CapitalG (Alphabet growth fund) | Partner | 2014–2019 | Growth equity investing; tech portfolio engagement |
| Senior Management | Prior to 2014 | Senior leadership roles (not individually enumerated) | |
| Fidelity Investments | Senior Management | Prior to Google | Senior leadership roles (not individually enumerated) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AllTrails | Director | Private company | Outdoor navigation/mobile app |
| Thumbtack, Inc. | Director | Private company | Home services marketplace |
| Williams College | Board of Trustees | Non-profit | Alma mater governance role |
| YMCA of San Francisco | Former Board Member | Non-profit | Past community board service |
Board Governance
- Director class and term: Incumbent Class II; term expires in 2026 .
- Independence: Board determined Ms. Howard is independent under Nasdaq rules; meets “non-employee director” criteria under Rule 16b-3 .
- Committees: Member, People & Compensation Committee (current members: Diane Offereins—Chair, Matthew Harris, Gretchen Howard). 2024 activity: five formal meetings; four actions by written consent .
- Other committees: Audit Committee (Chair: Edwin Santos; members: Santos, Alex Finkelstein, Carleigh Jaques, Phillip Riese); Nominating & Corporate Governance Committee (Chair: Riese; members: Riese, Santos) .
- Board leadership: Chair of the Board is Phillip Riese; CEO and Chair roles separated .
- Attendance: Board held six meetings and acted by written consent six times in 2024; no director attended fewer than 75% of meetings/committee meetings .
- Executive sessions: Independent directors meet in executive session without management during regularly scheduled meetings .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Board cash retainer | Pro-rated; $11,587 | $35,000 included in $41,000 total cash | Annual retainer payable quarterly |
| People & Compensation Committee member fee | Included in pro-rated cash | $6,000 (member) included in $41,000 cash | Committee fee schedule |
| Committee chair fees | N/A | N/A | Not a chair |
| Total cash fees earned | $11,587 | $41,000 | 2024 cash reflects retainer + committee fee |
Non-employee director cash structure: Director $35,000; Audit Chair $20,000 / member $10,000; People & Compensation Chair $12,000 / member $6,000; Nominating Chair $8,000 / member $4,000 .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Initial RSU (on appointment) | 9/19/2023 | 11,415 | $349,984 (annual stock awards column for 2023) | 3 equal annual installments | Accelerates and fully vests on change in control, death, or disability |
| Annual RSU | 6/4/2024 | 10,466 | $174,992 (annual stock awards column for 2024) | Vests on first anniversary of grant if continuous service | Accelerates and fully vests on change in control, death, or disability |
Outstanding awards at 12/31/2024: Options 0; RSUs 18,076 for Ms. Howard .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Howard; her listed boards are private or non-profit .
- People & Compensation Committee interlocks: None; no committee member served as an officer of the Company, and no executive officer served on another entity’s board/compensation committee that interlocks with Flywire .
Expertise & Qualifications
- Deep operating experience in fintech, brokerage operations, compliance, customer trust/safety, and scaled support functions (Robinhood COO) .
- Growth equity investing expertise (CapitalG), and senior tech leadership (Google) .
- Education credentials (Williams, Harvard Business School) .
Equity Ownership
| Item | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (voting common) | 23,160 shares; <1% of class | 4/8/2025 | Based on 120,004,210 voting shares outstanding |
| RSUs outstanding | 18,076 units | 12/31/2024 | Director RSU inventory as of year-end |
| Options exercisable/unexercisable | 0 | 12/31/2024 | None outstanding |
| Ownership guidelines (directors) | 5x annual cash retainer | Adopted Nov 2024 | Directors have 3 years to comply; as of end of 2024, each director satisfied guidelines |
| Hedging/Pledging | Hedging prohibited; pledging permitted only with prior clearance | Insider Trading Policy (Q1 2023) | Policy-level restriction; no pledges disclosed for Ms. Howard in proxy |
Director Compensation (Totals)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $11,587 | $41,000 |
| Stock Awards ($) | $349,984 | $174,992 |
| Total ($) | $361,571 | $215,992 |
Insider Trades
| Date | Form | Transaction | Shares | Price | Ownership After | Notes |
|---|---|---|---|---|---|---|
| 02/27/2025 | Form 4 filed 03/03/2025 | Open market purchase (P) | 8,889 | $10.9391 (weighted avg.) | 30,770 (Direct) | Multiple trades within $10.935–$10.94 range; director undertakes to provide breakdown upon request |
| 06/03/2025 | Form 4 filed 06/05/2025 | Statement of changes in beneficial ownership | — | — | — | Filing exists; details accessible via IR SEC filings |
Signal: An open-market purchase in Feb 2025 at ~$10.94 indicates incremental alignment and confidence from an independent director .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025 meeting) | 70,938,280 | 18,757,250 | 70,465 | 15,746,922 |
Governance Assessment
- Board effectiveness and engagement: Howard serves on an active People & Compensation Committee (five formal meetings, four written consents in 2024), contributing to CEO/NEO pay setting, equity plan oversight, succession reviews, and clawback/ownership policy administration—positive governance signal .
- Independence and attendance: Confirmed independent; attendance ≥75% benchmark met; independent director executive sessions in place—supports robust oversight .
- Compensation mix and alignment: Director pay is equity-heavy (2024 stock awards $174,992 vs cash $41,000), with strict stock ownership guidelines (5x retainer) and an insider purchase in Feb 2025—strong alignment; RSUs are time-based, not PSU/metric-linked .
- Potential conflicts: Proxy discloses committee interlocks as none; related-party transactions must be approved by Audit Committee and none are disclosed for Ms. Howard—low conflict risk .
- Risk controls: Hedging prohibited; pledging only with clearance—policy mitigates misalignment risk; change-in-control acceleration of director RSUs is standard but may be viewed by some investors as less performance-sensitive; no tax gross-ups or meeting fees disclosed .
RED FLAGS to monitor
- RSU acceleration on change in control for directors—common, but reduces performance contingency for equity; monitor for any modifications or repricing of awards (none disclosed) .
- Pledging permitted with prior clearance—policy-managed but a potential risk if used; no pledges disclosed for Ms. Howard in the proxy .
Net view: Gretchen Howard brings scaled fintech operations expertise and maintains strong alignment via equity-heavy pay, satisfied ownership guidelines, and recent open-market buying. Committee engagement and independence are clear; low observable conflict risk in disclosures .