People

The People

Figures converted from GBP at historical FX rates — see data/company.json.fx_rates. Ratios, margins, multiples, share counts, and percentages are unitless and unchanged.

Governance grade: B. A founder-CEO with a $4.5bn personal stake who refuses bonus or LTIP is the closest thing to natural shareholder alignment money can buy — but that same founder just bundled a 10-year extension of his super-voting rights with the US re-listing and pushed both through as a single take-it-or-leave-it vote. The result is exceptional skin in the game living next to a deliberate concentration of control, and a US AML consent order that says compliance hasn't kept pace with growth.

The People Running This Company

The roster is unusual for a $13bn-plus listed financial. Käärmann still runs the company he co-founded fifteen years ago and remains its largest individual shareholder by a wide margin. The Chair is a former Netflix CFO with no Wise economic exposure beyond legacy options he is steadily monetising. The new CFO arrives from a payments-adjacent unicorn (Delivery Hero) and inherits an LTIP package that, by Wise's own admission, only exists because the company competes with US tech for finance talent. Operating leadership — Sinha (product/US), Peiris (product), Avila (banking/expansion) — is long-tenured and built from inside.

The notable absence is co-founder Taavet Hinrikus. He left the board in 2021, no longer holds an executive role, and is the public face of the dissent over the dual-class extension (more on that below). His vehicle Skaala Investments still controls roughly 11% of the votes. Treat him as an active outside shareholder, not a passive alumnus.

What They Get Paid

The CEO of a $13bn fintech earned $269,000 in FY2025 — less than a senior engineer at Wise and less than every Non-Executive Director except Rampell (who waives his fee). That is not a typo: Käärmann has elected to abstain from both the annual bonus and every LTIP cycle since the IPO. Pay-for-performance and dilution risk to outside shareholders from CEO equity grants are essentially zero.

The full LTIP machinery instead sits on the new CFO. Thomassin's normal FY2025 LTIP grant was 200% of salary in performance shares plus 200% in restricted shares ($2.6m at grant), and he received a one-time enhanced LTIP of equal size. FY2026 maximum opportunity is 400% of salary, gated on relative TSR vs FTSE 100, volume CAGR, underlying PBT margin, and customer NPS. That is a US-tech-style package on a UK-listed financial, justified explicitly by the talent market for global fintech CFOs. Shareholders have so far accepted it (the 2024 Remuneration Policy passed with 91.6% support).

The one item that grates is the leaving package for Matthew Briers, the prior CFO. He was treated as a "good leaver" on a 650%-of-salary PSP granted in October 2022, ultimately receiving 166,268 shares worth $2.21m at vesting in March 2025 — paid for a performance period he was not employed for the second half of. The Remuneration Committee considered downward discretion and declined to apply it.

Are They Aligned?

This is where the picture gets sharp. Founder economic interest is enormous; founder voting interest has been deliberately, and controversially, reinforced.

Ownership and control

The dual-class structure (Class A: 1 vote; Class B: 9 votes) was originally set to sunset in July 2026, five years after IPO. In the July 28, 2025 vote, shareholders bundled approval of the move to a US primary listing with a ten-year extension of Class B voting rights to 2035, taking total enhanced-voting tenure to 14 years post-IPO. The vote passed comfortably (Class A: 91% in favour; Class B: 84.5%) but only after a public objection from Hinrikus, who called the bundling "inappropriate and unfair" and inconsistent with Wise's own "radical transparency" principle. ISS and Glass Lewis initially missed that the proposal contained the dual-class extension at all; both later updated their reports while still recommending in favour. PIRC reversed its recommendation against.

The economic effect: the CEO's ~18% economic stake is converted into ~49% voting power (capped at one vote below 50% while CEO; capped at 35% if he steps down). For minority Class A holders, the practical right to change management has now been deferred from 2026 to 2035.

Insider buying / selling

There is no open-market insider buying in FY2025. The only outright open-market sale was by Chair David Wells, who liquidated 323,000 shares (combined sale and option exercise) at around $9.95 in July 2024. Wells holds no required shareholding (Chair does not have a 300% rule), so this is housekeeping rather than a vote of no confidence — but it is the only meaningful open-market activity. Käärmann has not bought, has not sold, and continues to hold 372m shares directly.

Skin in the game

Capital allocation behaviour

No dividend, no buybacks under the standing 102.5m-share authority (which the directors state they have no present intention of using). Cash conversion is high (UFCF/PBT 118% in FY25); the explicit policy is to reinvest excess profits into lower customer prices and product. Dilution from share-based comp is bounded by Investment Association guidelines (10%/5% in 10 years) and the company states it is in compliance. For a fintech of this size, this is unusually clean.

Related parties

The disclosed related-party items are minor. The two structural conflicts that matter:

• Ingo Uytdehaage is Co-CEO of Adyen, which is a Wise supplier. He recuses on commercial negotiations.
• Alastair Rampell is a General Partner at Andreessen Horowitz, the largest VC-era backer (~38m Class A shares held via a16z funds). He waives all NED fees, which removes the cash incentive but not the potential conflict of interest in capital-markets decisions affecting the value of a16z's holding.

No self-dealing transactions are flagged in the directors' report or Note 26.

Board Quality

Independence is 62.5% of NEDs (excluding Chair) — meets UK CGC provision 11. Two non-independent NEDs (Käärmann's executive seat aside): Rampell is conflicted by virtue of a16z's stake, and the Nomination Committee itself is only 50% independent because it includes the Chair, the CEO, the SID, and one independent NED — Wise discloses this as a non-compliance with provision 17 and explains it on a comply-or-explain basis.

The board's strongest assets: Wells, a sitting Netflix-veteran chair with audit-chair credentials; Uytdehaage, who runs the only large-scale comparable payments platform; Tan, a founder-operator from Grab; Gilmartin, a tech CEO who has IPO'd and sold; Duhon, a sitting risk chair at Morgan Stanley International. The audit chair (Uytdehaage) running a Wise supplier creates a structural recusal pattern but his payments expertise is, in practice, irreplaceable on this board.

The visible weak spot is regulatory and risk depth at exactly the moment the company is becoming a global money-services business under multi-jurisdiction supervision. Five of nine directors have regulatory experience and five have risk experience by the board's own self-assessment, which sounds adequate until you set it against the AML compliance failures that surfaced in FY2025 (see below).

The Verdict

The case for an A: Founder-operator with $4.5bn at risk, no bonus, no LTIP, a 49.3% voting bloc that has been used to keep the company on its long-term Mission Zero pricing strategy rather than to extract perks. Independent chair from a credible US tech operator. No dividends, no buybacks, no related-party self-dealing, low pay ratio, and a genuinely diverse board with relevant operating experience. Capital allocation behaviour is exemplary.

Why it stops at B:

1. The bundled dual-class extension. Wrapping the US listing decision and a 10-year extension of super-voting rights into a single 75%-supermajority vote — and the proxy advisers initially missing the bundle — is a deliberate concentration of control at the moment the company should be loosening it. The structure now runs to 2035.
2. AML compliance gaps in the US business. A $4.2m multi-state consent order with an independent monitor and two years of quarterly reporting is a credible signal that the second line of defence has not scaled with the volume.
3. The Briers good-leaver outcome. A $2.21m PSP vesting for a departed CFO who was not employed for the back half of the performance period, with the Committee declining to apply downward discretion, is a small data point but the wrong direction.

What would push this to A: a clean two years on the US AML monitor; an independent (or at minimum SID-led) decision on what happens to the dual-class structure ahead of 2035; and a future severance event handled with visible discretion. The single thing most likely to push it to C is a second material regulatory consent order, particularly one that names individuals or that the FCA brings in the home jurisdiction.