CEO total compensation of approximately $8.8 million is within a reasonable range for a $1.6 billion technology company, with 95% of target pay delivered as variable or equity-based compensation, which strongly satisfies the pay-mix requirement. The main concern is that long-term equity is delivered entirely as time-vesting restricted stock awards with no explicit multi-year performance conditions, meaning executives receive the full grant value regardless of whether the stock outperforms peers — a structural gap the policy flags negatively; however, the stock did return 54.5% over the past year, the company posted 26.4% revenue growth, the bonus payout was tied to pre-established financial targets, and the company proactively engaged shareholders after the prior Say on Pay vote and added a post-vesting holding requirement, all of which are meaningful governance improvements that support a FOR determination.

Non-audit fees (tax fees of $554,500 plus other fees of $2,125, totaling approximately $556,625) represent about 14.8% of audit fees of $3,760,823, well below the 50% threshold that would raise independence concerns; PwC has served for approximately 7 years, far below the 25-year tenure trigger; and Flywire's $1.6B market cap warrants a Big 4 firm, which PwC is.