Peter Butterfield
FlywireAbout Peter Butterfield
Peter Butterfield, age 60, is Flywire’s General Counsel and Chief Compliance Officer, a role he has held since March 2015. He previously spent 2001–2015 in senior roles at Fidelity’s private equity arm (Devonshire Investors) and its operating companies, including more than a decade in Tokyo and Singapore overseeing legal, risk, audit, compliance, and leading ex‑Japan APAC operations at KVH Co., Ltd. He holds a BA (Bowdoin College) and a JD (Columbia University) . During 2024, Flywire delivered 22% GAAP revenue growth to $492.1M and adjusted EBITDA of $77.9M, while cumulative TSR since IPO implied a $100 investment was worth $86 at 2024 year-end vs $190 for the S&P 500 IT sector peer index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Devonshire Investors (Fidelity) and operating companies | Senior management roles (legal, risk, audit, compliance) | 2001–2015 | Oversaw legal/risk/audit/compliance across portfolio; lived/worked >10 years in Tokyo and Singapore . |
| KVH Co., Ltd. (Devonshire portfolio; later acquired by Colt) | Ex‑Japan APAC operations lead | 2001–2015 | Led APAC operations, risk and compliance build-out in Asia . |
External Roles
- Not disclosed in the proxy for Mr. Butterfield .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 300,000 | 310,000 (3.33% increase) |
| Target annual bonus ($) | 150,000 | 150,000 |
| Actual annual bonus paid ($) | 195,000 | 80,592 (53.7% of target) |
| All other comp ($) | 10,603 (incl. 401k match/insurance) | 10,486 (incl. 401k match/insurance) |
| Total compensation ($) | 2,425,888 | 2,492,551 |
Notes
- 2024 base salary increase was part of alignment to external benchmarking .
Performance Compensation
- 2024 annual cash bonus program for NEOs was 100% based on corporate metrics: Revenue Less Ancillary Services (RLAS) and Adjusted EBITDA, equally weighted; payout curve ranged from 50% (threshold) to 150% (maximum) per component with linear interpolation .
| Metric (2024) | Weight | Threshold (50% payout) | Target (100%) | Max (150%) | Actual | Component payout |
|---|---|---|---|---|---|---|
| Revenue Less Ancillary Services ($) | 50% | 496,000,000 | 519,000,000 | 545,000,000 | 474.2M GAAP RLAS; adjusted to 377.1M for bonus per pre-set adjustments | 0% |
| Adjusted EBITDA ($) | 50% | 70,500,000 | 76,100,000 | 87,500,000 | 77.9M | 107.5% |
| Blended payout | — | — | — | — | — | 53.7% of target |
- 2024 long-term incentive: Time-vesting RSUs only; Mr. Butterfield received RSUs with $1.8M target grant value, 76,695 shares (grant 3/2/2024; 25% vests 3/1/2025, remainder quarterly over 3 years) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 459,002 shares of voting common stock (<1% of outstanding) . |
| Ownership as % of outstanding | ≈0.38% (459,002 ÷ 120,004,210 outstanding shares as of 4/8/2025) . |
| Vested vs. unvested RSUs (12/31/2024) | Unvested RSUs: 16,878 (2022 grant, 25% vested 3/4/2023) ; 40,276 (2023 grant, 25% vested 3/1/2024) ; 76,695 (2024 grant, 25% vests 3/1/2025) . |
| Options (exercisable/unexercisable, strikes, expirations) | Exercisable: 90 @ $0.35 exp 3/10/2025; 145,950 @ $0.59 exp 7/25/2026; 90,066 @ $3.28 exp 11/27/2028; 67,107 @ $3.95 exp 1/20/2031. Unexercisable: 2,500 @ $3.95 exp 1/20/2031 . |
| In-the-money value of exercisable options (12/31/2024) | Approx. $5.6M = Σ[($20.62 − strike) × exercisable shares] using 12/31/2024 close $20.62/share . |
| 2024 equity activity (liquidity indicators) | 44,825 RSUs vested ($1,048,860 value realized); 88,952 options exercised ($1,567,749 value realized) . |
| Stock ownership guidelines | Executives must hold 2× base salary; assessed annually; all executive officers, including Mr. Butterfield, met guidelines at 12/31/2024 . |
| Hedging/pledging | Hedging prohibited; pledging permitted only with pre-clearance; 10b5‑1 plans permitted when not in possession of MNPI. No pledging by Mr. Butterfield disclosed in proxy . |
| Clawback policy | Policy for recovery of erroneously awarded incentive-based compensation adopted July 2023 per SEC/Nasdaq rules . |
Vesting schedule detail for 2024 grant
- 76,695 RSUs: 25% on 3/1/2025; remaining 75% in equal quarterly installments over next 36 months, subject to continued service .
Employment Terms
| Scenario | Cash | Equity | Benefits | Notes |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason within 3 months before or 12 months after a Change in Control (double-trigger) | $460,000 lump sum (1× base + 1× target bonus) | Full acceleration of time-based equity; option acceleration value illustrative at 12/31/2024: $41,675; RSU acceleration value illustrative: $2,759,966 | COBRA premiums up to 12 months ($29,527 at 12/31/2024) | Double-trigger acceleration; standard release requirement . |
| Termination without Cause or Resignation for Good Reason outside CIC window | Salary continuation for 6 months ($305,000) | No equity acceleration (no additional vesting for Mr. Butterfield) | COBRA premiums for 6 months ($14,763 at 12/31/2024) | Standard release requirement . |
| Non-compete/other restrictive covenants | Not specifically detailed in proxy; standard confidential information and invention assignment agreement executed . |
Other governance/benefit practices
- No tax gross-ups; hedging prohibited; compensation risk assessed as not likely to have material adverse effect; recoupment policy in place .
Investment Implications
- Pay-for-performance discipline: 2024 cash bonus paid at 53.7% of target due to 0% payout on revenue metric and 107.5% on Adjusted EBITDA, signaling discipline on underperformance vs revenue target . Equity is the majority of target compensation (RSUs), reinforcing alignment with long-term shareholder value rather than near-term cash .
- Retention vs. supply overhang: Significant unvested RSU overhang (notably the 76,695-share 2024 grant vesting over four years), plus unvested portions from prior grants, supports retention; however, scheduled quarterly RSU vesting and substantial in-the-money options may create periodic selling pressure, though activity may be governed by 10b5‑1 plans and trading windows .
- Change-in-control economics: Double-trigger equity acceleration and 1× cash multiple (base+bonus) for Mr. Butterfield are moderate and shareholder-friendly relative to market, favoring continuity while avoiding single-trigger windfalls .
- Alignment/controls: Executives meet ownership guidelines (2× salary), hedging is prohibited, pledging requires pre-clearance, and an SEC-compliant clawback policy is in force—collectively reducing governance risk and improving alignment .
- Performance context: 2024 growth and profitability improved (revenue +22% to $492.1M; adjusted EBITDA $77.9M), but cumulative TSR since IPO lagged sector (value of $100 at $86 vs $190 for S&P 500 IT), suggesting equity-heavy pay will be sensitive to sustained operational execution and relative stock performance .