Phillip Riese
FlywireAbout Phillip Riese
Phillip Riese (Age 75) has served on Flywire’s Board since 2013 and is the independent Chair of the Board (Chair since August 2013). He founded Riese & Others in November 1998 to advise and invest in emerging/disruptive financial services companies; previously he spent 18 years at American Express (President, Consumer Card Group; Chairman, American Express Centurion Bank), and earlier roles at Chase Manhattan Bank and M.C. Geffen & Associates in South Africa. He serves on the boards of Remitly, Betterment LLC and Cross River Bank, and holds a BCom (Leeds University), MBA (University of Cape Town) and MS (MIT Sloan). These credentials emphasize payments industry depth and governance experience.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Riese & Others | Founder; board advisor/investor focused on global emerging/disruptive financial services | Founded Nov 1998 | Invests alongside VC/PE; governance advisory |
| American Express | President, Consumer Card Group; Chairman, American Express Centurion Bank | 18 years at AmEx (dates not individually specified) | Senior leadership in payments; large-scale P&L and risk oversight |
| Chase Manhattan Bank | Division Executive | Prior to American Express | Banking and operations leadership |
| M.C. Geffen & Associates (South Africa) | Partner (consulting) | Prior to Chase | Strategy/consulting background |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Remitly | Director | Listed among public/private company boards Mr. Riese serves on |
| Betterment LLC | Director | Private company board |
| Cross River Bank | Director | Private company board |
Board Governance
- Board leadership: Independent Chair; Flywire separates CEO and Chair roles to enhance oversight. The Board deems this structure appropriate and reviews it periodically.
- Committee memberships: Audit Committee member; Nominating & Corporate Governance (NCG) Committee Chair. Current Audit Committee members: Santos (Chair), Finkelstein, Jaques, Riese. Current NCG members: Riese (Chair), Santos.
- Independence: All directors other than the CEO (Massaro) are independent under Nasdaq rules; Audit Committee members (including Riese) satisfy Rule 10A‑3 independence and financial literacy requirements.
- Attendance and engagement: In 2024 the Board held 6 meetings and acted by written consent 6 times. No director attended fewer than 75% of Board and applicable committee meetings; independent directors meet in executive session without management during regularly scheduled meetings.
- Committee activity levels (2024): Audit Committee held 5 formal meetings and 3 written consents; NCG held 4 formal meetings and 1 written consent.
Fixed Compensation
| Year | Cash Fees Earned | Notes |
|---|---|---|
| 2024 | $83,000 | Consistent with plan: Board Chair retainer $65,000; Audit member retainer $10,000; NCG Chair retainer $8,000 (sum $83,000). Board/committee fee schedule: Director $35,000; Chair $65,000; Audit Chair $20,000/Member $10,000; People & Compensation Chair $12,000/Member $6,000; NCG Chair $8,000/Member $4,000. |
Policy mechanics: Annual cash retainers payable quarterly in arrears.
Performance Compensation
| Grant/Status | Award Type | Shares / Grant-Date Value | Grant Date | Vesting | Change-in-Control Treatment | Source |
|---|---|---|---|---|---|---|
| 2024 Annual Director Award | RSU | 10,466 shares | June 4, 2024 | Vests on first anniversary of grant, subject to continued service | Director awards accelerate and fully vest upon a change in control (or earlier death/disability) | |
| 2024 Stock Awards (Accounting value) | RSU | $174,992 (aggregate grant date fair value) | 2024 | Per ASC 718 | — | |
| Outstanding awards (12/31/2024) | Stock Options | 198,000 options outstanding | — | Not disclosed | — | |
| Outstanding awards (12/31/2024) | RSUs | 10,466 RSUs outstanding | — | As above | — |
Notes: The director equity program provides an initial RSU (for new directors) valued at $350,000 (3-year ratable vesting) and an annual RSU valued at $175,000 (1-year vesting), both calculated using closing price on grant date; director awards accelerate on change in control, death, or disability.
Other Directorships & Interlocks
| Company | Category | Role | Interlock / Relationship to Flywire |
|---|---|---|---|
| Remitly | Fintech/payments | Director | No related-person transactions disclosed with Mr. Riese in the proxy excerpts reviewed; Audit Committee reviews/approves any related-person transactions >$120,000 by policy. |
| Betterment LLC | Wealth/fintech | Director | See related-party review policy above. |
| Cross River Bank | Banking/fintech | Director | See related-party review policy above. |
Expertise & Qualifications
- Payments and financial services leadership (AmEx Consumer Card Group President; Centurion Bank Chairman), banking and consulting background; recognized by the Board for extensive payments industry and senior management experience.
- Educational credentials: BCom (Leeds University), MBA (University of Cape Town), MS (MIT Sloan).
- Audit Committee financial literacy (all members meet SEC/Nasdaq requirements); independence under Rule 10A‑3.
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (voting common) | 415,503 shares | |
| Ownership as % of outstanding | <1% (“*”) | |
| Components included in beneficial ownership calc (within 60 days of 4/8/2025) | 198,000 options exercisable; 10,466 RSUs vesting | |
| Shares outstanding reference date | 120,004,210 (as of April 8, 2025) | |
| Director stock ownership guideline | 5x annual cash retainer for Board service (adopted Nov 2024) | |
| Compliance status (end of 2024) | Each director had satisfied guideline | |
| Hedging / Pledging policy | Hedging prohibited; pledging permitted with prior compliance clearance | |
| Rule 10b5‑1 plans | Permitted when not in possession of MNPI; directors may adopt plans |
Governance Assessment
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Strengths
- Independent Chair with long-tenured payments operating experience; clear separation of CEO and Chair roles supports oversight.
- Strong committee engagement: NCG Chair and Audit member; Board/committees active (Board: 6 meetings/6 consents; Audit: 5/3; NCG: 4/1); no director fell below 75% attendance.
- Independence and literacy: Independent under Nasdaq; Audit Committee independence under Rule 10A‑3; financial literacy affirmed for all Audit members.
- Ownership alignment: Director ownership guidelines set at 5x annual cash retainer; all directors in compliance at 2024 year-end; hedging prohibited (pledging only with pre-clearance).
-
Watch items / potential investor considerations
- Classified Board (staggered three-year terms) may impede rapid change in control or board refreshment; Mr. Riese is a Class III director with a term expiring in 2027.
- Director equity awards feature single‑trigger acceleration on change in control (common for directors but contrasts with NEO policy not to provide single‑trigger equity acceleration).
- Multiple external fintech/banking directorships (Remitly, Betterment LLC, Cross River Bank) create potential ecosystem interlocks; the Audit Committee oversees related‑party transactions per policy (no specific transactions involving Mr. Riese were identified in the excerpts reviewed).
Overall: Mr. Riese’s profile reflects a seasoned payments operator with robust governance roles (Chair; NCG Chair; Audit member), strong attendance, independence, and equity alignment. Compensation mix skews appropriately to equity via annual RSUs; cash fees match Chair and committee responsibilities under the plan. Policy architecture (ownership guidelines, hedging prohibition, related‑party oversight) supports investor confidence.