Phillip Riese
About Phillip Riese
Phillip Riese, 75, is an independent director at Remitly Global, Inc., serving since December 2016 and currently the Lead Independent Director, with prior executive leadership at American Express and Chase Bank; he holds an S.M. from MIT, an M.B.A. from the University of Cape Town, and a B.Comm. from Leeds University . He is recognized for extensive financial industry experience and knowledge of technology companies, and stands for re-election as a Class I director at the June 11, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Express Financial Corporation | President, Consumer Card Services; Chairman, American Express Centurion Bank | 1980–1998 | Senior leadership across consumer cards and banking |
| Chase Bank | Division Executive and Vice President, Merchant Services | 1977–1980 | Led merchant services division |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flywire Corporation (NASDAQ: FLYW) | Director | Current | Public company board; Remitly’s compensation peer group includes Flywire, creating a benchmarking interlock to monitor (not a related-party transaction) |
| Various privately held companies | Director | Current | Multiple private boards (details not disclosed) |
Board Governance
- Lead Independent Director; actively participates in setting board agendas and presides at executive sessions, providing counterbalance to combined Chair/CEO structure .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Phyllis Campbell); not on Audit & Risk or Talent & Compensation .
- Independence: Board determined all non-employee directors, including Mr. Riese, are independent under Nasdaq and SEC rules .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024; board met 4x, Audit & Risk 7x, Talent & Compensation 5x, Nominating & Corporate Governance 4x .
- Annual meeting attendance expectation disclosed; 7 of 9 directors attended the 2024 annual meeting (individual attendance not specified) .
- No related-party transactions since Jan 1, 2024 above $120,000 (compensation arrangements excluded) .
Fixed Compensation
| Component | Policy Amount (USD) | 2024 Cash Paid | Notes |
|---|---|---|---|
| Board annual cash retainer | $40,000 | $0 | Directors can elect RSUs in lieu of cash; in 2024 all non-employee directors elected RSUs (except Ms. Campbell’s limited cash) |
| Lead Independent Director fee | $20,000 | $0 | Additional cash retainer for Lead Independent Director; elected in RSUs |
| Nominating & Corporate Governance Committee – Member | $4,000 | $0 | Committee member cash retainer; elected in RSUs |
| Director Compensation Cap | $750,000 annual (cash + equity); $1,000,000 initial year | N/A | Plan-level cap for non-employee director compensation |
Performance Compensation
| Item | Detail |
|---|---|
| Annual RSU program | Automatic grant at each annual meeting for non-employee directors: $200,000 × years in term (max $600,000); time-based vesting in three equal annual installments; full vesting upon corporate transaction; next tranche accelerates if service ends before next vest date |
| 2024 director stock awards (grant-date fair value) | $263,305 for Mr. Riese |
| Performance metrics | None disclosed for director awards; director equity is time-based (no TSR/financial hurdles) |
| Outstanding RSUs (12/31/2024) | 17,677 unvested RSUs |
| RSUs vesting within 60 days of 3/31/2025 | 1,219 RSUs |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Flywire Corporation | Director | Included in Remitly’s executive compensation peer group, creating potential benchmarking interlock; no related-party transactions disclosed |
Expertise & Qualifications
- Financial services leadership across consumer credit, merchant services, and bank operations (American Express; Chase Bank) .
- Technology sector knowledge and governance experience; current public company board at Flywire .
- Academic credentials: S.M. (MIT), M.B.A. (University of Cape Town), B.Comm. in Textile Engineering & Economics (Leeds University) .
- Lead Independent Director responsibilities and experience enhance board oversight quality .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership | 607,257 shares |
| Ownership as % of outstanding shares | ~0.30% (607,257 / 203,825,893 outstanding as of 3/31/2025) |
| Common shares (direct/indirect) | 106,038 shares |
| Options exercisable within 60 days | 500,000 shares underlying options |
| RSUs vesting within 60 days | 1,219 shares |
| Unvested RSUs (12/31/2024) | 17,677 RSUs |
| Shares pledged as collateral | None disclosed for Mr. Riese; one director pledge disclosed (Mr. Hug: 2,000,000 shares) |
| Hedging policy | Hedging prohibited for directors |
| Pledging policy | Pledging requires pre-approval under guidelines; one director-approved pledge disclosed (not Mr. Riese) |
Governance Assessment
-
Strengths:
- Lead Independent Director role with agenda-setting and executive-session leadership supports independent oversight of combined Chair/CEO structure .
- Independence affirmed; engagement meets attendance thresholds; active committee work on Nominating & Corporate Governance (which oversees director independence, conflicts, ESG) .
- Equity-heavy director pay (RSUs in lieu of cash) aligns director incentives with shareholders; plan-level compensation caps limit risk of excessive pay .
- No related-party transactions; robust related-party review policy under Audit & Risk; hedging prohibited; pledging tightly controlled .
-
Watch items / potential signals:
- Benchmarking interlock: Mr. Riese sits on Flywire’s board while Flywire is in Remitly’s compensation peer group—monitor for any perceived influence in benchmarking or information flow (no transactions disclosed) .
- Director equity grants are time-based without explicit performance metrics; common for directors but offers less direct performance linkage vs. PSU structures .
- Annual meeting attendance: 7/9 directors attended in 2024; individual director attendance not specified—continue monitoring annual meeting engagement .
-
Shareholder signals:
- Say-on-Pay approval ~98% at the 2024 annual meeting indicates strong investor support for compensation practices and board oversight (advisory) .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Phillip Riese | — | 263,305 | 263,305 |
Notes: All non-employee directors elected RSUs in lieu of cash for 2024 (except Ms. Campbell’s noted cash amount) .
Board Governance (Committee Map)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Member (Chair: Phyllis Campbell) |
| Audit & Risk | Not a member |
| Talent & Compensation | Not a member |
| Board Leadership | Lead Independent Director |
Say-on-Pay & Shareholder Feedback
| Year | Item | Result |
|---|---|---|
| 2024 annual meeting | Say-on-Pay (2023 NEO comp) | ~98% approval of votes cast |
Compensation Peer Group (Benchmarking)
| Selected Peer Companies (excerpt) |
|---|
| Affirm, BILL, BlackLine, EVERTEC, Flywire, LendingClub, Lightspeed, Marqeta, NerdWallet, Paylocity, Paymentus, Payoneer, Q2 Holdings, Shift4, Smartsheet*, SoFi, Squarespace*, Wise, ZoomInfo (*no longer publicly traded) |
Risk Indicators & Red Flags
- Related-party transactions: None since Jan 1, 2024 (above $120k) .
- Hedging/pledging: Hedging prohibited; pledging allowed only with pre-approval and strict guidelines; one director pledge disclosed (Mr. Hug)—no pledge for Mr. Riese .
- Section 16 compliance: Late Form 4s in 2024 for Mr. Hug and Mr. Mehta; none identified for Mr. Riese .
- Tax gross-ups: Company does not provide change-in-control excise tax gross-ups to NEOs; relocation gross-up applied to an NEO in 2024 (not relevant to directors) .
- Executive pay controls: Double-trigger CIC protection; robust T&C Committee oversight and independent consultant (Compensia) .
Employment & Contracts (Director)
- Director since December 2016; Board class: Class I; term expires 2025 and standing for re-election; independent .
- No director-specific employment contract terms disclosed beyond indemnification agreements common to directors .
Performance & Track Record (Context)
- Board oversight during 2024: Remitly reported strong operating metrics—7.8M quarterly active customers, send volume $54.6B, revenue $1.264B; supports equity alignment approach for directors but not directly tied to director pay metrics .
Governance Conclusion
Mr. Riese brings deep consumer finance and payments experience, holds the Lead Independent Director role, and maintains equity-aligned compensation with no disclosed conflicts or pledges—supporting investor confidence in board independence and oversight . The Flywire peer-group interlock warrants routine monitoring for perceived benchmarking influence, but no related-party exposure is disclosed .