{"url_path":"/sec/wse/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","accession_number":"0001193125-26-282911","cik":"0002099039","ticker":"WSE","issuer_name":"Wise Group plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","primary_entity_key":"0002099039","primary_entity_name":"Wise Group plc"},"word_count":5913,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nA. Directors and Senior Management\n\nBoard of Directors\n\nThe following table sets forth the names, ages and positions of the members of our board of directors as of the date of this Annual Report.\n\n \n\nName\n\n  \nAge\n \n  \n\nPosition\n\nKristo Käärmann\n\n  \n \n45\n \n  \nChief Executive Officer and Executive Director\n\nEmmanuel Thomassin\n\n  \n \n57\n \n  \nChief Financial Officer and Executive Director\n\nDavid Wells\n\n  \n \n55\n \n  \nChair of the Board of Directors\n\nClare Gilmartin\n\n  \n \n50\n \n  \nSenior Independent Director\n\nElizabeth Chambers\n\n  \n \n63\n \n  \nNon-Executive Director\n\nTerri Duhon\n\n  \n \n54\n \n  \nNon-Executive Director\n\nScott Hill\n\n  \n \n58\n \n  \nNon-Executive Director\n\nAlastair Rampell\n\n  \n \n45\n \n  \nNon-Executive Director\n\nHooi Ling Tan\n\n  \n \n42\n \n  \nNon-Executive Director\n\nBiographical information for each member of our board of directors is set forth below.\n\nKristo Käärmann is our co-founder and has served as our Chief Executive Officer and an Executive Director since our inception in 2011. Prior to founding Wise, Mr. Käärmann was a consultant at Deloitte and at PwC. Mr. Käärmann holds a Bachelor’s and Master’s degree in Mathematics and Technology from the University of Tartu.\n\nEmmanuel Thomassin has served as our Chief Financial Officer and an Executive Director since October 2024. Prior to joining Wise, Mr. Thomassin served as Chief Financial Officer at Delivery Hero SE from January 2014 to June 2024. Prior to Delivery Hero, Mr. Thomassin spent six years as Chief Financial Officer and an executive board member at MetaDesign, an international corporate branding agency. He has also served as the Chief Financial Officer and as a Managing Director at Team Global, a Berlin-based incubator, since January 2023. Mr. Thomassin holds Master’s degrees in Economics from both the Université de Metz and Saarbrücken.\n\nDavid Wells has served as Chair of the board of directors since December 2021, having initially joined the board of directors as a non-executive director in July 2019. Mr. Wells previously served as Chief Financial Officer of Netflix, from December 2010 until his retirement in January 2019. During his time at Netflix, Mr. Wells also served as overall head of Financial Planning & Analysis and spent two years, from July 2015 to July 2017, in the Netherlands as part of the build-up of Netflix’s European operations. Mr. Wells has served on the board of directors, including as chair of the audit committee, of Hims & Hers Health, Inc. since January 2021, having also served on the board of directors of its predecessor Hims, Inc., from September 2020 to January 2021. He also served on the board of directors, including as chair of the audit committee, of Trade Desk, Inc., a public company that provides a technology platform for advertising buyers, from December 2015 to May 2025. Mr. Wells holds a BS in Commerce and English from the University of Virginia and an MBA/MPP Magna Cum Laude from the University of Chicago.\n\nClare Gilmartin has served as Senior Independent Director since June 2021. Prior to joining us, Ms. Gilmartin served as Chief Executive Officer of Trainline, a digital rail and coach travel platform, from April 2014 to March 2021, where she led an expansion of the business internationally and then guided the company in a sale to KKR in 2015, and its initial public offering on the London Stock Exchange in 2019. Prior to Trainline, Ms. Gilmartin spent ten years at eBay, last serving as Vice President, eBay Europe. Earlier in her career, Ms. Gilmartin was a consultant at Boston Consulting Group. She also currently serves as Senior Advisor to KKR. Ms. Gilmartin has served on the board of directors of GetYourGuide GmbH, a travel experience booking platform, since February 2021. Ms. Gilmartin holds a Bachelor of Commerce (Int) degree from University College of Dublin.\n\n \n\n82\n\n##### Table of Contents\n\nElizabeth G. Chambers has served as a Non-Executive Director since April 2023. She has extensive experience as a board director, investor, and senior financial services executive, leading strategy, product and marketing. She also serves on the boards of directors of Kape Technologies, TSB Bank plc, and AJ Bell plc, several fintech and payments startups, and the non-profit University of Colorado Anschutz Medical Campus. Earlier boards of directors upon which Ms. Chambers has served have included several FTSE-250 listed and private companies in both the United States and United Kingdom. Her executive career included C-suite roles at Western Union, Barclays, Bank of America and other global companies. She advises private equity firms on their investments in financial services, including five years as an Operating Partner at Searchlight Capital. Earlier in her career, Ms. Chambers was a Partner at McKinsey & Company and she started her career as a financial analyst with Morgan Stanley & Co. Ms. Chambers holds an MBA from Harvard Business School and a BA in Economics and Political Science from Stanford University.\n\nTerri Duhon has served as a Non-Executive Director since January 2022. Ms. Duhon has served as an associate fellow at the Saïd Business School at Oxford University since 2015. She is also a motivational speaker for Speakers for Schools and a frequent keynote speaker on risk, culture and reinvention. Earlier in her career, Ms. Duhon worked as a derivatives trader at JP Morgan before becoming an entrepreneur and founding a consulting business. Ms. Duhon has served on the board of directors of Rathbones Group plc, including as chair of its risk committee, since July 2018, and served on the board of directors of Morgan Stanley International, including as chair of its risk committee, from April 2016 to April 2026. Ms. Duhon holds a degree in Mathematics from the Massachusetts Institute of Technology.\n\nScott Hill has served as a Non-Executive Director since March 2026. Mr. Hill served as CS Disco, Inc.’s Chief Executive Officer, from September 2023 to April 2024, and served in an interim, non-officer capacity as an advisor to the Chief Executive Officer until May 11, 2024. Mr. Hill served as an advisor to the Chief Executive Officer of Intercontinental Exchange, Inc. from May 2021 to February 2023 and also served as its Chief Financial Officer from May 2007 to May 2021. Before that, Mr. Hill was an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill has served on the boards of directors of Cardlytics, Inc., since September 2023, and VVC Exploration Corporation from August 2017 to September 2023. Mr. Hill earned his B.B.A in finance from the University of Texas at Austin and his M.B.A. from New York University.\n\nAlastair Rampell has served as a Non-Executive Director since January 2018. Mr. Rampell has served as a General Partner at Andreessen Horowitz since September 2015, where he focuses on financial services. In his role, Mr. Rampell serves on the boards of directors of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Before joining Andreessen Horowitz, Mr. Rampell co-founded multiple companies, including Affirm, FraudEliminator, Point and TrialPay. He has served as a member of the board of directors of Rocket Companies, Inc., a financial technology and homeownership services company, since February 2024, and previously served as a director of KCG Holdings from 2015 to 2017. Mr. Rampell holds a BA in Applied Mathematics and Computer Science from Harvard University.\n\nHooi Ling Tan has served as a Non-Executive Director since June 2021. Ms. Tan is the Co-Founder and former Chief Operating Officer of Grab, Southeast Asia’s leading superapp serving millions with mobility, delivery, and digital financial solutions. Before stepping down from her operational and board roles in 2024, she played a key role in driving Grab’s growth, leading the Technology, Strategy, and Ads divisions and, prior to that, oversaw functions including People Operations, Customer Experience, and Business Operations. She is also a global board member at Sonova Holding AG and at Endeavor, where she contributes her expertise in scaling innovative technology businesses worldwide. Ms. Tan holds a Bachelor of Engineering in Mechanical Engineering from the University of Bath and an MBA from Harvard Business School.\n\nExecutive Officers\n\nOur executive officers are responsible for the day-to-day management of our business and operations. Each executive officer serves at the discretion of our board of directors.\n\n \n\n83\n\n##### Table of Contents\n\nThe following table sets forth the names, ages and positions of members of our executive officers as of the date of this Annual Report.\n\n \n\nName\n\n  \nAge\n \n  \n\nPosition\n\nKristo Käärmann\n\n  \n \n45\n \n  \nChief Executive Officer and Executive Director\n\nEmmanuel Thomassin\n\n  \n \n57\n \n  \nChief Financial Officer and Executive Director\n\nNilan Peiris\n\n  \n \n49\n \n  \nChief Product Officer\n\nHarsh Sinha\n\n  \n \n45\n \n  \nChief Technology Officer\n\nFor biographical information regarding Kristo Käärmann and Emmanuel Thomassin, see “—Board of Directors” above.\n\nNilan Peiris has served as our Chief Product Officer since April 2021. Mr. Peiris joined Wise in 2014 as Vice President of Growth, following his time as an advisor to the Company since 2012. Before Wise, he spent six years expanding and scaling startups in the United Kingdom. As Chief Product Officer, Mr. Peiris is responsible for driving growth across Wise’s products and platform. He played a pivotal role in launching Wise Account as well as Wise Platform. Beyond his work at Wise, Mr. Peiris serves as a board member at OakNorth and invests in social impact projects through Daring Capital. Mr. Peiris holds a Bachelor’s degree in Mathematics from the University of Bristol.\n\nHarsh Sinha has served as our Chief Technology Officer since May 2015, having also acted as our interim Chief Executive Officer from September to December 2023. As Chief Technology Officer, he has been instrumental in scaling Wise’s proprietary technology infrastructure to support millions of active customers and multi-billion-dollar transaction volumes. Before joining us, Mr. Sinha was the director of product at PayPal, where he led the product strategy and development of PayPal’s mobile apps and software. Earlier, he was a director of engineering at eBay. Mr. Sinha holds an MBA from the Haas School of Business at the University of California, Berkeley and a Bachelor’s degree in Computer Engineering from Sikkim Manipal University, India.\n\nFamily Relationships\n\nThere are no family relationships among any of our directors or executive officers.\n\nB. Compensation\n\nWhile we determined our remuneration in pounds sterling for the relevant periods presented below, these amounts have been converted to U.S. dollars for the purposes of this “Compensation” section. Unless indicated otherwise, any non-U.S. dollar denominated amounts in this section have been calculated based on the average exchange rate for the year ended March 31, 2026 of £1 to $1.32. These translations should not be considered representations that any such amounts have been, could have been, or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.\n\nFor the financial year ended March 31, 2026, the total compensation paid to our non-executive directors, executive directors and executive officers as a group was $18,178,159.51. For our non-executive directors, this amount is comprised solely of cash fees. For our executive directors and executive officers, this amount includes salary, equity awards granted during the year, sabbatical allowance, private medical insurance, relocation expenses and/or pension-related benefits, in each case, as applicable. No bonuses were awarded or paid to our executive directors or executive officers during the financial year ended March 31, 2026.\n\nWe do not set aside or accrue any amounts to provide pension, retirement or similar benefits to our non-executive directors, executive directors and executive officers. We made defined contribution pension contributions or provided a pension allowance on behalf of our executive directors and executive officers in an aggregate amount of $56,787.51 during the financial year ended March 31, 2026, which amount is included in the foregoing aggregate compensation figure.\n\n \n\n84\n\n##### Table of Contents\n\nRemuneration of Non-Executive Directors\n\nThe remuneration of our non-executive directors is set by our board of directors, taking into account the time and responsibility involved in each role, and the remuneration for the Chair of the board of directors is set by the Compensation Committee.\n\nThe schedule of fees for the Wise Group plc non-executive directors for the financial year ended March 31, 2026 is set forth in the table below:\n\n \n\n \n  \nFees\n($000)\n \n\nNon-Executive Director Base Fee\n\n  \n \n225\n \n\nBoard Chair Fee (in lieu of the annual amount above)\n\n  \n \n503\n \n\nAdditional Fees:\n\n  \n\nSenior Independent Director’s additional fee\n\n  \n \n20\n \n\nAudit Committee Chair’s additional fee\n\n  \n \n46\n \n\nRisk Committee Chair’s additional fee\n\n  \n \n20\n \n\nNominating and Corporate Governance Committee Chair’s additional fee\n\n  \n \n13\n \n\nCompensation Committee Chair’s additional fee\n\n  \n \n13\n \n\nThe following table sets forth the aggregate remuneration received by each non-executive director for the financial year ended March 31, 2026:\n\n \n\nNon-Executive Directors(2)\n\n  \n\nBoard Committee Membership as of\nMarch 31, 2026(1)\n\n  \nFees\n($000)\n \n\nAlastair Rampell(3)\n\n  \nN/A\n  \n \n177\n \n\nClare Gilmartin\n\n  \nNominating and Corporate Governance Committee, Audit Committee, Senior Independent Director\n  \n \n245\n \n\nDavid Wells(4)\n\n  \nBoard Chair, Nominating and Corporate Governance Committee (Chair)\n  \n \n517\n \n\nElizabeth Chambers(5)\n\n  \nCompensation Committee (Chair), Risk Committee\n  \n \n238\n \n\nHooi Ling Tan(6)\n\n  \nNominating and Corporate Governance Committee, Compensation Committee\n  \n \n225\n \n\nTerri Duhon\n\n  \nRisk Committee (Chair), Audit Committee\n  \n \n235\n \n\nScott Hill(7)\n\n  \nAudit Committee (Chair), Risk Committee\n  \n \n22\n \n\n \n\n(1)\n\nThe Board Committee membership reflects the governance structure for the board of directors effective from April 8, 2026 when the Non-Executive Directors were formally appointed to the board of directors and its Committees as part of the Reorganization.\n\n(2)\n\nMr. Uytdehaage resigned from our board of directors and the Audit and Risk and Remuneration Committees upon the expiration of his term at our 2025 Annual General Meeting of Shareholders on September 25, 2025. Mr. Uytdehaage received fees of $119,104.06 during the year.\n\n(3)\n\nMr. Rampell commenced receiving fees as a non-executive director of the Company from June 18, 2025. Mr. Rampell joined the Compensation Committee from April 8, 2026.\n\n(4)\n\nAn increase to Mr. Wells’ annual fee to $503,311 effective from April 1, 2025, was approved by the Remuneration Committee in May 2025. Mr. Wells ceased to be a member of the Compensation Committee from September 25, 2025. Mr. Wells was appointed as a member of the Audit and Risk Committee on an interim basis between September 25, 2025 and April 7, 2026 inclusive.\n\n(5)\n\nMs. Chambers joined the Risk Committee from April 8, 2026. Ms. Chambers also receives a fee of $86,086 for services rendered to another entity within the Wise Group (not included in the above aggregate fee remuneration).\n\n(6)\n\nMs. Tan joined the Compensation Committee from September 25, 2025.\n\n(7)\n\nMr. Hill joined the board of directors from March 2, 2026. Mr. Hill’s fee payment for March 2026 was paid in arrears in April 2026.\n\n \n\n85\n\n##### Table of Contents\n\nRemuneration of Executive Directors\n\nThe table below reflects the amount of compensation paid and benefits in kind granted, to the executive directors, during the financial year ended March 31, 2026.\n\n \n\n \n  \nSalary\n($000)\n \n  \nTaxable\nBenefits\n($000)(1)\n \n  \nPension-\nrelated\nBenefits\n($000)(2)\n \n  \nEquity\nAwards\n($000)(3)\n \n  \nTotal\n($000)\n \n\nExecutive Directors\n\n  \n\n  \n\n  \n\n  \n\n  \n\nKristo Käärmann\n\n  \n \n261\n \n  \n \n1.9\n \n  \n \n13\n \n  \n \n— \n \n  \n \n276\n \n\nEmmanuel Thomassin\n\n  \n \n662\n \n  \n \n74\n \n  \n \n33\n \n  \n \n2,649\n \n  \n \n3,418\n \n\n \n\n(1)\n\nThe benefits total represents the taxable value of benefits paid. Benefits provided to executive directors include private health insurance. Expenses for Mr. Thomassin include reimbursement of relocation expenses as agreed on his appointment.\n\n(2)\n\nExecutive directors are entitled to opt in to pension contribution benefits, equivalent to 5% of salary. Mr. Thomassin has received a pension allowance since November 1, 2025.\n\n(3)\n\nThe equity awards amount reflects the market value on the grant date of awards granted during the financial year ended March 31, 2026, as further described below.\n\nEquity Awards\n\nDuring the financial year ended March 31, 2026, equity awards were granted to Mr. Thomassin in respect of Class A ordinary shares under the Company’s Long Term Incentive Plan (the “LTIP”). Mr. Thomassin received a “normal” award of nil cost options with a maximum opportunity set at 400% of salary as detailed below. Neither Mr. Käärmann nor any non-executive director received any equity awards during the financial year ended March 31, 2026.\n\nAnnual LTIP Award\n\n \n\n \n \nAward\n \n \nNumber\nof Shares\n \n \n% of\nbase\nsalary\nawarded\n \n \nGrant Date\nFair Value\n($)(1)\n \n \nVesting at\nThreshold\n \n \nEnd of\nPerformance\nPeriod(2)(3)(4)\n \n\nExecutive Directors\n\n \n\n \n\n \n\n \n\n \n\n \n\nEmmanuel Thomassin\n\n \n \nPerformance\n \n \n \n95,602\n \n \n \n200\n% \n \n$\n1,324,396\n \n \n \n25% of maximum\n \n \n \nMarch 31, 2028\n \n\nEmmanuel Thomassin\n\n \n \nService-based\n \n \n \n95,602\n \n \n \n200\n% \n \n$\n1,324,396\n \n \n \nN/A\n \n \n \nN/A\n \n\n \n\n(1)\n\nValue calculated using the prior three-day average closing market price to the date of grant (August 12, 2025) of £10.46.\n\n(2)\n\nThe performance award has a three-year performance period which will end on March 31, 2028.\n\n(3)\n\nThe service-based award vests in equal annual tranches over three years in March 2026, March 2027 and March 2028, subject to a performance underpin developments in corporate governance and shareholder engagement as described below.\n\n(4)\n\nThe vested shares, net of any tax liabilities, are subject to a post-vesting holding period of two years, and will expire ten years from the grant date.\n\nThe performance measures and targets for the financial year ended March 31, 2026 for the performance award portion of this normal LTIP award are set out below:\n\n \n\n \n  \nWeighting\n \n \nThreshold(1)\n(25% payout)\n \nMaximum(1)\n(100% payout)\n\nRelative TSR vs FTSE 100(2)\n\n  \n \n40\n% \n \nMedian\n \nUpper quartile\n\nVolume Growth(3)\n\n  \n \n20\n% \n \n15%\n \n25%\n\nUnderlying profit before tax(4)\n\n  \n \n20\n% \n \n— \n \n13%-16%\n\nCustomer NPS(5)\n\n  \n \n20\n% \n \n63\n \n70\n\n \n\n86\n\n##### Table of Contents\n\n \n\n(1)\n\nVesting will be on a straight-line basis between the threshold and maximum levels.\n\n(2)\n\nMeasured against the constituents of the FTSE 100 index (excluding investment trusts).\n\n(3)\n\nCompound Annual Growth Rate (CAGR) over the three-year performance period.\n\n(4)\n\nUnderlying profit before tax margin in FY2028.\n\n(5)\n\nPerformance measured as the average Customer Net Promoter Score (NPS) over the three-year performance period.\n\nThe performance underpins for the service-based portion of the award are as follows. In the financial year ended March 31, 2025, the Remuneration Committee determined that the first tranche of the service-based element of the normal annual LTIP award would vest in full, after an assessment of the following performance factors:\n\nSatisfactory financial performance over the relevant vesting period, as determined by the Compensation Committee, taking into account volume growth, profit, and/or revenue performance.\n\n \n\n \n•\n \n\nMaintaining the risk and compliance environment.\n\n \n\n \n•\n \n\nSatisfactory individual performance.\n\nFollowing assessment of the performance underpins for the financial year ended March 31, 2026, the Compensation Committee is expected to approve that the service-based element of the annual LTIP FY2026 award and second tranche of the annual FY2025 LTIP award should vest in full in April 2026.\n\nExecutive Director Employment Agreements\n\nWise Group plc currently employs our executive directors pursuant to the terms of a service agreement entered into between Wise Group plc and each executive director.\n\nKristo Käärmann\n\nPursuant to this agreement, Mr. Käärmann is entitled to a gross annual base salary of £197,000 (equivalent to $260,907 as of March 31, 2026). This salary is subject to annual review. Mr. Käärmann does not currently have any entitlement to a bonus or equity awards.\n\nMr. Käärmann is entitled to participate in the Company’s applicable pension and private medical expenses insurance plans. Mr. Käärmann is entitled to reimbursement of reasonable expenses incurred in the course of his duties. The period of notice required to terminate Mr. Käärmann’s employment is three months. The agreement does not provide Mr. Käärmann with any contractual severance benefits, but the Company may terminate Mr. Käärmann’s employment at any time with immediate effect by making a payment in lieu of notice in respect of the salary (only) that would otherwise be due during his notice period.\n\nEmmanuel Thomassin\n\nPursuant to this agreement, Mr. Thomassin is entitled to a gross annual base salary of £500,000 (equivalent to $662,200 as of March 31, 2026). This salary is subject to annual review. The agreement provides that Mr. Thomassin may be eligible to participate in the LTIP and/or any other cash-based or share-based incentive plans, subject to approval by the duly appointed Compensation Committee. However, Mr. Thomassin has no contractual entitlement to such incentives.\n\nMr. Thomassin is entitled to participate in the Company’s applicable pension and private medical expenses insurance plans. Mr. Thomassin is also entitled to reimbursement of reasonable expenses incurred in the course of his duties. The period of notice required to terminate Mr. Thomassin’s employment is six months. The\n\n \n\n87\n\n##### Table of Contents\n\nagreement does not provide Mr. Thomassin with any contractual severance benefits, but the Company may terminate Mr. Thomassin’s employment at any time with immediate effect by making a payment in lieu of notice in respect of the salary (only) that would otherwise be due during his notice period.\n\nNon-Executive Director Appointment Letters\n\nEach of our non-executive directors is engaged by Wise Group plc on a letter of appointment that sets out the director’s duties and responsibilities. The appointment of each non-executive director is terminable by either party on one months’ written notice. The non-executive directors do not receive benefits upon termination or resignation from their respective positions as directors.\n\nEquity Plans\n\nWe maintain the following equity plans for employees including certain former employees (and, where the specific rules permit, non-executive directors and/or non-employee contractors): the TransferWise 2016 Share Option Plan (the “2016 Option Plan”); the Rules of the TransferWise 2021 Equity Incentive Plan (the “2021 EIP”) and the LTIP. The 2016 Option Plan, the 2021 EIP and the LTIP are referred to collectively as the “Legacy Plans.”\n\nThe TransferWise 2016 Share Option Plan\n\nThe 2016 Option Plan was adopted on June 15, 2016 and amended on February 27, 2019 and April 8, 2026, and permitted the grant of unapproved options and U.K. tax advantaged options, and was also designed to comply with certain U.S. tax legislation. No awards were granted under the 2016 Option Plan following the adoption of the LTIP in 2021 and no awards remain unvested. The outstanding options under the 2016 Option Plan are exercisable up to December 22, 2030. Awards covering an aggregate of 11,827,136 Class A ordinary shares in Wise plc were outstanding under the 2016 Option Plan as of March 31, 2026.\n\nThe Rules of the TransferWise 2021 Equity Incentive Plan\n\nThe 2021 EIP was adopted on January 1, 2021, and permitted the grant of nil cost options or restricted share units. No awards were granted under the 2021 EIP following the adoption of the LTIP. Only nil cost options were granted under the 2021 EIP. No awards remain unvested. The outstanding options under the 2021 EIP are exercisable up to 2031. Awards covering an aggregate of 1,489,726 Class A ordinary shares were outstanding under the 2021 EIP as of March 31, 2026.\n\nThe Rules of the Wise Group plc Long Term Incentive Plan\n\nThe LTIP was adopted on June 18, 2021 for the grant of incentive-based share plan awards over Class A ordinary shares in Wise plc after Wise plc’s listing on the London Stock Exchange. Awards covering an aggregate of 23,252,645 Class A ordinary shares in Wise plc were outstanding under the LTIP as of March 31, 2026.\n\nDuring the financial year ended March 31, 2026, we granted equity awards pursuant to the LTIP in respect of an aggregate of 11,475,425 of Class A ordinary shares in Wise plc.\n\nWise Group plc 2026 Equity Incentive Plan with Non-Employee Sub-Plan\n\nOn April 8, 2026, we adopted the Wise Group plc 2026 Equity Incentive Plan, including the Non-Employee Sub-Plan (collectively, the “2026 Plan”) as a vehicle to continue granting equity to our, and our affiliates’, current and prospective employees, together with our officers, non-executive directors and consultants.\n\nThis plan is intended to provide a means through which to grant equity throughout our business through a more customary and streamlined U.S.-style incentive plan in the event of a primary listing on a U.S. stock exchange. Following the adoption of the 2026 Plan, we do not expect to make further equity grants under the Legacy Plans.\n\n \n\n88\n\n##### Table of Contents\n\nThe 2026 Plan has an initial share pool of 102,567,200 Wise Group plc Class A ordinary shares (which represents approximately 10% of our current issued and outstanding Class A ordinary shares). In addition, such number of Class A ordinary shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 10% of the total number of all classes of shares of the Company that have been issued as of December 31 of the preceding year subject to the Company having sufficient authorized but unissued shares. The Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of Class A ordinary shares. A form of the 2026 Plan will be filed as an exhibit to this Annual Report.\n\nWise Employee Share Trust\n\nWe established the Wise Employee Share Trust (the “EST”) to assist with our obligations to satisfy historical and future share awards under certain of our equity plans, as well as to reduce the effect of future dilution on existing shareholders arising from the share-based compensation offered to employees. The trustee of the EST has waived its right to receive dividends on any shares held by the EST. We provide financing to the EST to either purchase our shares on the open market, or to subscribe for newly issued share capital to meet our obligation to provide shares when employees exercise their options or awards.\n\nWe paid approximately $473 million to the EST during the financial year ended March 31, 2026.\n\nClawback Policy\n\nOur board of directors has adopted an Incentive Compensation Recoupment Policy (“Clawback Policy”) in compliance with Section 10D of the Exchange Act and applicable rules of Nasdaq. The Clawback Policy will be administered by our Compensation Committee and will provide that if we are required to record an accounting restatement, then we will seek to recover incentive-based compensation from certain current or former executive officers that was erroneously awarded and received during the three completed fiscal years immediately preceding the date we are required to record such accounting restatement, as well as any transition period (resulting from a change in our financial year) within or immediately following those three completed financial years. During the fiscal year ended March 31, 2026, we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to our Clawback Policy. The Clawback Policy is filed as Exhibit 97 to this Annual Report.\n\nC. Board Practices\n\nComposition of Our Board of Directors\n\nOur board of directors consists of nine members. The board of directors has determined that each of David Wells, Clare Gilmartin, Elizabeth G. Chambers, Terri Duhon, Scott Hill, Alastair Rampell and Hooi Ling Tan does not have a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the applicable Nasdaq listing standards. Neither Mr. Käärmann nor Mr. Thomassin qualify as independent under the applicable Nasdaq listing standards due to their respective positions as employees of our company.\n\nIn accordance with the articles of association, our board of directors is divided into two classes of directors, designated as Class I and Class II, as follows:\n\n \n\n \n•\n \n\nClass I consists of David Wells, Emmanuel Thomassin, Terri Duhon and Hooi Ling Tan; and\n\n \n\n \n•\n \n\nClass II consists of Kristo Käärmann, Scott Hill, Elizabeth Chambers, Alastair Rampell and Clare Gilmartin.\n\nEach class consists, as nearly as possible, of a number of directors equal to one-half of the total number of directors. The Class I directors will stand for re-election at the next annual general meeting and the Class II\n\n \n\n89\n\n##### Table of Contents\n\ndirectors will stand for re-election at the subsequent annual general meeting, in each case to be re-elected to hold office for a term ending upon the conclusion of the second annual general meeting following their re-election. At each succeeding annual general meeting, directors shall be appointed to succeed, and/or be re-appointed to continue, as the directors of the class whose term expires at such annual general meeting for a term ending upon the conclusion of the second annual general meeting following their re-election.\n\nCommittees of Our Board of Directors\n\nOur board of directors has four standing committees: an Audit Committee, a Risk Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In April 2026, our board of directors restructured its committee framework, including: (i) renaming the “Audit and Risk Committee” to the “Audit Committee”, (ii) establishing a separate Risk Committee, (iii) renaming the “Remuneration Committee” to the “Compensation Committee”, and (iv) renaming the “Nomination Committee” to the “Nominating and Corporate Governance Committee”. References in this Annual Report to any of the committees for periods prior to April 2026 refer to the committee names prior to the restructuring. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.\n\nAudit Committee\n\nThe Audit Committee consists of Scott Hill, Clare Gilmartin and Terri Duhon. The chair of the Audit Committee is Scott Hill. Our board of directors has determined that each member of the Audit Committee satisfies the independence requirements under the applicable Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In addition, our board of directors has determined that Scott Hill is an “audit committee financial expert” within the meaning of SEC regulations.\n\nThe primary purpose of the Audit Committee is to discharge the responsibilities of our board of directors with respect to oversee the governance of our risk management system with respect to financial and accounting risks, financial reporting, the external audit process, internal control and related assurance processes. The Audit Committee operates under a written charter that complies with Nasdaq rules and its responsibilities pursuant to the written charter include:\n\n \n\n \n•\n \n\nmonitoring our financial reporting process and integrity of the financial statements, including the review of significant financial reporting judgments;\n\n \n\n \n•\n \n\nreviewing, with management and the external auditor, the appropriateness of the interim and annual consolidated financial statements;\n\n \n\n \n•\n \n\nreviewing, with the external auditor the scope and results of their audit;\n\n \n\n \n•\n \n\nmaking recommendations to the board of directors, to be put to shareholders for approval at the annual general meeting, in relation to the appointment, reappointment and removal of the external auditor and be responsible for the compensation, retention and oversight of the external auditor;\n\n \n\n \n•\n \n\nreviewing and monitoring the qualifications, performance and independence of the external audit;\n\n \n\n \n•\n \n\ndiscussing and reviewing with management and the external auditors, as appropriate, the scope, adequacy and effectiveness of our internal control over financial reporting;\n\n \n\n \n•\n \n\nmonitoring the activities and reviewing the effectiveness of the internal audit function;\n\n \n\n \n•\n \n\nreviewing reports regarding the procedures for detecting and preventing fraud;\n\n \n\n \n•\n \n\nreviewing related-party transactions; and\n\n \n\n \n•\n \n\nreviewing and providing advice to our board of directors on the approval of our U.S. Annual Report on Form 20-F.\n\n \n\n90\n\n##### Table of Contents\n\nRisk Committee\n\nThe Risk Committee consists of Elizabeth G. Chambers, Terri Duhon and Scott Hill. The chair of the Risk Committee is Terri Duhon. The primary purpose of our Risk Committee is to assist our board of directors in fulfilling its oversight responsibilities with respect to our risk management and control framework. The Risk Committee operates under a written charter and its responsibilities pursuant to the written charter include:\n\n \n\n \n•\n \n\nadvising the board of directors on our overall risk appetite, risk profile and effectiveness of the risk management and control framework; and\n\n \n\n \n•\n \n\nThe review and assessment of the Company’s risk management, risk assessment and major risk exposure.\n\nCompensation Committee\n\nThe Compensation Committee consists of Elizabeth G. Chambers, Alastair Rampell and Hooi Ling Tan. The chair of the Compensation Committee is Elizabeth G. Chambers. Our board of directors has determined that each member of the Compensation Committee is independent under the applicable Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.\n\nThe primary purpose of our Compensation Committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our senior executives, directors and other senior management, as appropriate. The Compensation Committee operates under a written charter and its responsibilities pursuant to the written charter include:\n\n \n\n \n•\n \n\nreviewing and recommending to the board of directors the form and amount of our non-executive directors’ compensation;\n\n \n\n \n•\n \n\nreviewing and approving, the compensation of the executive officers (including the CEO and CFO) and other roles required in accordance with applicable regulations;\n\n \n\n \n•\n \n\noverseeing the administration of incentive compensation and other equity-based plans; and\n\n \n\n \n•\n \n\nreviewing and approving, or recommending to the board of directors, all equity-based awards, and overseeing the administration of incentive compensation and other equity-based plans.\n\nNominating and Corporate Governance Committee\n\nThe Nominating and Corporate Governance Committee consists of Clare Gilmartin, Kristo Käärmann, Hooi Ling Tan and David Wells. The chair of the Nominating and Corporate Governance Committee is David Wells. Our board of directors has determined that a majority of members of the Nominating and Corporate Governance Committee are independent under applicable Nasdaq listing standards. Because we are a foreign private issuer, we are not required to (i) have a nominating committee comprised solely of independent directors or (ii) otherwise have director nominees selected, or recommended for the board of directors’ selection, by a majority of the independent directors in a vote in which only independent directors participate.\n\nThe Nominating and Corporate Governance Committee operates under a written charter and its responsibilities pursuant to the written charter include:\n\n \n\n \n•\n \n\nreviewing the structure, size and composition of the board of directors and various board committees and making recommendations to the board of directors with regard to any changes;\n\n \n\n \n•\n \n\nensuring that plans are in place for an orderly succession to the board of directors and key members of management;\n\n \n\n \n•\n \n\nidentifying and nominating, for the approval of the board of directors, candidates to fill vacancies of the board of directors as and when they arise; and\n\n \n\n91\n\n##### Table of Contents\n\n \n•\n \n\nevaluating developments in corporate governance and shareholder engagement, and reviewing our governance framework, disclosures and other related actions.\n\nD. Employees\n\nThe tables below comprise a breakdown of the number of our employees as of the end of each of the past three financial years by (i) employee activity and (ii) geographic location.\n\n \n\n \n  \nAs of March 31\n \n\nEmployee Activity\n\n  \n2026\n \n  \n2025\n \n  \n2024\n \n\nProduct Engineering; (including Analytics, Design, Product)\n\n  \n \n2,070\n \n  \n \n1,289\n \n  \n \n1,150\n \n\nCore (including Banking, Finance, Marketing, People, Risk & Compliance)\n\n  \n \n1,145\n \n  \n \n1,077\n \n  \n \n902\n \n\nServicing (including Customer Support, Operations)\n\n  \n \n5,580\n \n  \n \n4,136\n \n  \n \n3,573\n \n\nOther\n\n  \n \n10\n \n  \n \n18\n \n  \n \n29\n \n\nTotal\n\n  \n \n8,805\n \n  \n \n6,520\n \n  \n \n5,654\n \n\n \n\n \n  \nAs of March 31\n \n\nGeography\n\n  \n2026\n \n  \n2025\n \n  \n2024\n \n\nEurope, Middle East and Africa\n\n  \n \n5,415\n \n  \n \n4,392\n \n  \n \n4,032\n \n\nAsia-Pacific\n\n  \n \n1,761\n \n  \n \n968\n \n  \n \n743\n \n\nUnited States\n\n  \n \n847\n \n  \n \n862\n \n  \n \n754\n \n\nLatin America\n\n  \n \n782\n \n  \n \n298\n \n  \n \n125\n \n\nTotal\n\n  \n \n8,805\n \n  \n \n6,520\n \n  \n \n5,654\n \n\nThe terms of employment of some of our employees located in Belgium, Brazil and Spain is subject to collective bargaining agreements. In general, the collective bargaining agreements include terms that regulate remuneration, minimum salary, salary complements, extra time, benefits, bonuses and partial disability. We believe our employee relations are positive, and we have not experienced any work stoppages.\n\nE. Share Ownership\n\nFor information regarding the share ownership of our directors and executive officers, see “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders.”\n\nF. Disclosure of a Registrant’s Actions to Recover Erroneously Awarded Compensation\n\nNot applicable."}