Matthew Harris
FlywireAbout Matthew Harris
Matthew Harris is an independent, non-employee director of Flywire, serving on the Board since January 2015; he is 52 years old and a Partner at Bain Capital Ventures (BCV) since September 2012, leading the New York City office with a focus on financial services and business services; he previously founded Village Ventures and holds a B.A. from Williams College . He has been repeatedly described as qualified due to extensive payments-sector and technology company experience, including formation and strategy for multiple companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Ventures | Partner; leads NYC office; focus on financial/business services | Sep 2012–present | Venture investor and board director across financial services/payments |
| Village Ventures, Inc. | Founder & Managing Director | Jan 2000–Sep 2012 | Early-stage VC focused on media and financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AvidXchange Holdings, Inc. | Director | Jul 2015–Mar 2024 | Accounts payable automation and payment solutions |
| BTRS Holdings Inc. (Billtrust) | Director | Until Dec 2022 | Cloud-based software and integrated payment processing solutions |
Board Governance
- Committee assignments: People & Compensation Committee member; 2024 activity included five formal meetings and four actions by written consent; Chair is Diane Offereins .
- Independence: The Board determined Harris is independent under Nasdaq rules and a non-employee director under Exchange Act Rule 16b-3 .
- Board/committee attendance: In 2023, the Board met six times with three written consents; no director attended fewer than 75% of Board and committee meetings; four of seven directors attended the 2023 annual meeting .
- Board leadership and oversight: Chair of the Board is Phillip Riese; Audit Committee oversees related-party transactions; People & Compensation Committee administers clawbacks and stock ownership guidelines .
- Ownership guidelines: In Nov 2024, Flywire adopted director stock ownership guidelines requiring 5x the annual Board cash retainer (cash retainer excludes committee/lead/Chair fees); each director had satisfied the guidelines at year-end 2024 .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | — | Harris waived director cash compensation and RSUs post-IPO |
| 2024 | 41,000 | One-time cash payment equal to 2024 cash compensation under plan after withdrawing waiver in Dec 2024; began receiving cash compensation thereafter |
Non-Employee Director Compensation Plan (context):
| Role/Service | Annual Cash Retainer ($) | Equity Grants |
|---|---|---|
| Board Director | 35,000 | Annual RSU valued at $175,000; initial RSU valued at $350,000 |
| Board Chair | 65,000 | — |
| Audit Committee Chair | 20,000 | — |
| Audit Committee Member | 10,000 | — |
| People & Compensation Chair | 12,000 | — |
| People & Compensation Member | 6,000 | — |
| Nominating & Governance Chair | 8,000 | — |
| Nominating & Governance Member | 4,000 | — |
Performance Compensation
| Year | Stock Awards ($) | RSU Shares | Grant/Term Details |
|---|---|---|---|
| 2023 | — | — | Compensation waived |
| 2024 | 223,135 | 10,466 | RSU vests on earlier of June 4, 2025 or date of 2025 annual meeting, contingent on continuous service; granted upon waiver withdrawal, equivalent in shares to annual grants for continuing directors |
Vesting & Acceleration Terms (plan-level): Annual RSUs vest one year from grant; initial RSUs vest in three equal annual installments; awards accelerate and fully vest upon change in control or earlier death/disability .
Performance metrics: None disclosed for director equity; RSUs are time-based and not tied to revenue/EBITDA/TSR metrics .
Other Directorships & Interlocks
| Company | Sector Overlap with Flywire | Potential Interlock/Conflict |
|---|---|---|
| AvidXchange Holdings, Inc. | Payments/AP automation | Sector adjacency; no Flywire-related party transactions disclosed in provided excerpts |
| BTRS Holdings Inc. (Billtrust) | Payments/software | Sector adjacency; no Flywire-related party transactions disclosed in provided excerpts |
Expertise & Qualifications
- Financial services and payments specialist; extensive experience with technology companies and strategy formation in payments sector .
- Venture capital leadership (BCV Partner; Village Ventures founder/MD) with board governance experience .
- Education: Bachelor of Arts, Williams College .
Equity Ownership
| Metric | Amount | As-of/Context |
|---|---|---|
| Beneficially owned shares | 108,103 shares held directly | Record date for 2024 proxy |
| RSUs outstanding (non-employee director) | 10,466 shares | As of Dec 31, 2024 |
| Options outstanding | 0 | As of Dec 31, 2024 |
| Hedging policy | Hedging prohibited; no pledging without prior compliance officer clearance | Insider Trading Policy |
| Director ownership guidelines | 5x annual Board cash retainer; compliance achieved by all directors at YE 2024 | Adopted Nov 2024 |
Governance Assessment
- Board effectiveness and independence: Harris is formally independent under Nasdaq, with active service on the People & Compensation Committee and involvement in five meetings plus four consents in 2024—supporting engagement in executive pay and governance oversight .
- Alignment: He had waived director compensation (cash and RSUs) post-IPO through 2024, then withdrew the waiver in Dec 2024, receiving a one-time cash payment and RSU equal to peer grants; director ownership guidelines require 5x cash retainer and were met at YE 2024—collectively indicating alignment with shareholders and structured board standards .
- Compensation structure changes: The resumption of compensation and one-time award were reviewed with outside counsel for reasonableness; RSUs retain standard vesting and change-of-control acceleration consistent with plan, limiting bespoke terms and potential red flags .
- Conflicts/related-party exposure: Audit Committee reviews/ratifies related-person transactions; the proxy excerpts provide no specific related-party transactions involving Harris since Jan 1, 2023; BCV’s payments-sector focus denotes adjacency but no disclosed Flywire transactions in the provided materials .
- Attendance: All directors met minimum attendance thresholds in 2023; Harris’s committee activity suggests engagement, though precise individual attendance rates are not disclosed .
RED FLAGS
- None explicit in provided excerpts; the one-time cash/RSU award upon waiver withdrawal was vetted by outside counsel and matches peer grant sizing, mitigating concerns about preferential treatment .
- Pledging is restricted and requires prior clearance; any future pledging would be a risk to alignment, but no such activity is disclosed in the provided materials .