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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(d) On September 23, 2021, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of Flywire Corporation ("Flywire"), the Board appointed Yvonne Hao as a Class I director, with her initial term expiring at Flywire's 2022 annual meeting of stockholders. In connection with Ms. Hao's appointment, and pursuant to Flywire's bylaws, the Board has increased the number of directors from six to seven. In addition, effective as of September 23, 2021, the Board appointed Ms. Hao to serve as a member of the Compensation Committee of the Board (the "Compensation Committee"). Alex Finkelstein resigned as a member of the Compensation Committee in connection with Ms. Hao's appointment. The Board has determined that Ms. Hao 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. Hao is attached as Exhibit 99.1 and incorporated herein by reference.

As provided for in Flywire's Compensation Program for Non-Employee Directors (the "Compensation Policy"), Ms. Hao 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 final prospectus dated May 25, 2021 and filed with the SEC on May 26, 2021 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Prospectus"). Under the Compensation Policy, upon the effectiveness of her appointment, Ms. Hao 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. Hao is providing service as a member of the Board through such vesting date. Under the Compensation Policy, Ms. Hao 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 the first annual meeting of Flywire's stockholders following the date of grant provided that Ms. Hao 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. Hao's earlier death or disability. Flywire's Compensation Policy is described in further detail in the Prospectus.

Ms. Hao and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Hao 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. Hao and any of the Company's directors or executive officers and Ms. Hao 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.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                       Description

99.1          Flywire Corporation Press Release dated September 23, 2021.

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

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