Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b) On January 7, 2023, Jo Natauri ("Ms. Natauri") informed the Board of Directors (the "Board") of Flywire Corporation ("Flywire") that she was resigning as a member of the Board effective immediately. Ms. Natauri's resignation was not due to any dispute or disagreement with Flywire or any matter related to its operations, policies or practices.

In addition, on January 7, 2023, in connection with her appointment as the Secretary of Economic Development of the Commonwealth of Massachusetts, Yvonne Hao ("Ms. Hao") resigned from the Board. Prior to her resignation, Ms. Hao served on the Compensation Committee of the Board (the "Compensation Committee"). Ms. Hao's resignation was not due to any dispute or disagreement with Flywire or any matter related to its operations, policies or practices. In connection with the resignations of Mses. Natauri and Hao, pursuant to Flywire's bylaws and certificate of incorporation the Board has decreased the number of directors from seven to six.

(d) On January 9, 2023, based in part upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Diane Offereins ("Ms. Offereins") to fill the vacancy on the Board following the resignations and the decrease in the size of the Board disclosed above. Ms. Offereins is a Class I director, with her initial term expiring at Flywire's 2025 annual meeting of stockholders. In addition, the Board appointed Ms. Offereins to serve as a member of the Compensation Committee. The Board has determined that Ms. Offereins is an independent director and eligible to serve on the Compensation Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission (the "SEC") and the Nasdaq Stock Market. A copy of the press release announcing the appointment of Ms. Offereins is attached as Exhibit 99.1 and incorporated herein by reference.

As provided for in Flywire's non-employee director compensation plan (the "Compensation Policy"), Ms. Offereins will receive an annual cash retainer of $30,000 per year and additional annual retainers for committee service as more fully described in Flywire's Proxy Statement for its 2022 annual meeting of stockholders filed with the SEC on April 20, 2022 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Proxy Statement"). Pursuant to the Compensation Policy, upon the effectiveness of her appointment, Ms. Offereins was automatically granted a restricted stock unit award (the "Initial RSU") with a fair market value of $350,000. The Initial RSU will vest in three equal annual installments on each anniversary of the date of grant provided that Ms. Offereins is providing service as a member of the Board through such vesting date. Under the Compensation Policy, two days prior to the date of each Flywire annual meeting of stockholders, Ms. Offereins will also be entitled to receive an annual restricted stock unit award with a fair market value of $175,000 (the "Annual RSU"). The Annual RSU will vest on the earlier of the one-year anniversary from the date of grant or Flywire's next annual meeting of stockholders provided that Ms. Offereins is providing service as a member of the Board through such vesting date. In addition, each of the Initial RSU and Annual RSU will become fully vested upon a change in control or Ms. Offereins' earlier death or disability. Flywire's Compensation Policy is described in further detail in the Proxy Statement.

Ms. Offereins and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Offereins to the fullest extent permitted under Delaware law with respect to her service as a director. Flywire's form of indemnification agreement was filed with the SEC on May 18, 2021 as Exhibit 10.1 to the Company's Amended Registration Statement on Form S-1 and is incorporated herein by reference.

There are no family relationships between Ms. Offereins and any of the Company's directors or executive officers and Ms. Offereins does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.        Description

99.1           Flywire Corporation Press Release dated January 10, 2023.

104          Cover page interactive data file (embedded within the inline XBRL document)

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