Margaret Smyth

About Margaret Smyth

Margaret M. Smyth (age 61) has served as an independent director of Remitly since May 2021 and is Chair of the Audit & Risk Committee; she is designated an “audit committee financial expert.” She previously served as U.S. CFO of National Grid plc (2014–2021), holds an M.S. in Accounting (NYU Stern) and a B.A. in Economics (Fordham), and is a SASB FSA credential holder .

Past Roles

External Roles

Board Governance

• Classification/tenure: Class III director; director since 2021; current term expires at the 2027 annual meeting .
• Independence: Board has determined Smyth and all non-employee directors are independent under Nasdaq rules; Audit & Risk members meet Exchange Act Rule 10A‑3 .
• Committee roles: Audit & Risk Committee Chair; members include Smyth, Ryno Blignaut, and Phyllis Campbell; all three designated “audit committee financial experts” .
• Board/committee engagement: In 2024, board met 4 times; Audit & Risk met 7 times; Talent & Compensation 5; Nominating & Corporate Governance 4; each director attended at least 75% of applicable meetings .
• Audit oversight: Audit Committee (chaired by Smyth) recommended inclusion of FY2024 audited financials in the 10-K; holds executive sessions with PwC and pre-approves audit and permitted non-audit services .
• Lead Independent Director: Phillip Riese is Lead Independent Director (not Smyth) .
• Board quality processes: Annual board/committee/director self-assessments; board education program with management and external experts .

Fixed Compensation

• 2024 Director compensation actuals: Smyth received $658,270 in stock awards; no cash fees (all directors except Campbell received RSUs in lieu of cash) .

Performance Compensation

• Annual RSU grants: At each annual meeting, non-employee directors are granted Annual RSUs valued at $200,000 multiplied by years remaining in their term (max $600,000); vest in three equal annual installments; next tranche accelerates if service ends before next vesting; full vest on a qualifying corporate transaction .
• Performance linkage: Director equity is time-based RSUs; no director-specific performance metrics (e.g., revenue growth, TSR, ESG) are disclosed for determining director equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial expertise: Designated “audit committee financial expert”; former public company CFO; extensive public accounting leadership (Deloitte & Touche, Arthur Andersen) .
• Governance/sustainability: SASB FSA credential holder; experience advancing sustainability accounting practices .
• Education: M.S. in Accounting (NYU Stern); B.A. in Economics (Fordham) .
• Risk oversight: Audit charter includes oversight of internal controls, enterprise risk, cybersecurity/data privacy, and legal/regulatory compliance .

Equity Ownership

Policies signaling alignment:

• Hedging prohibited for directors; pledging only with pre-approval under strict guidelines (example approval noted for COO; no director-specific pledges disclosed) .

Governance Assessment

• Strengths for investor confidence:

  • Independent director and Audit & Risk Committee Chair; designated audit committee financial expert, enhancing financial reporting oversight .
  • Strong engagement: Audit Committee met 7 times; board confirms ≥75% attendance for all directors; Audit Committee conducts executive sessions with PwC and oversees audit independence .
  • High equity alignment: Elected to receive equity in lieu of cash; significant 2024 stock awards ($658,270) and ongoing Annual RSUs encourage long-term orientation; director pay capped at $750,000 per year .
  • No related-party transactions reported since Jan 1, 2024; no T&C interlocks; robust board evaluation and education processes .

• Watch items:

  • Director equity awards are time-based (not performance-vested); while standard for directors, performance linkage is not disclosed for director equity .
  • Stock ownership guideline multiples for directors are not disclosed in the proxy; alignment relies on equity grants and prohibitions on hedging plus restricted pledging .

• Potential conflicts/interlocks:

  • Current public boards (Etsy, Frontier) do not appear to be direct competitors, suppliers, or customers of Remitly per proxy disclosures; no related-party transactions disclosed involving Smyth .

• Contextual governance notes:

  • Lead Independent Director role is held by another director (Riese), providing separation from management and supporting independent board leadership alongside Smyth’s audit chair role .

Director Compensation Detail (2024 Actuals)

Notes:

• All non-employee directors (except Campbell) elected RSUs in lieu of cash in 2024 .
• As of 12/31/2024 Smyth held 4,844 unvested options, 41,656 vested options, and 48,002 unvested RSUs .

Related-Party and Policy References

• Related-party transactions: None since Jan 1, 2024 requiring disclosure (other than compensation) .
• Hedging/pledging: Hedging prohibited; pledging allowed only by pre-approval under guidelines; an approved pledge example is disclosed for the COO (no director-specific pledges disclosed) .

Summary Signals

• Overall, Smyth’s independence, deep CFO/audit background, and active audit chairmanship—with robust audit oversight and board processes—are positive for board effectiveness and investor confidence; absence of related-party transactions and equity-heavy director pay further support alignment .