Cause or a Resignation for Good Reason (as such terms are defined in the employment agreements), may be terminated at any time. See Fiscal 2023 Potential Payments Upon Termination or Change in Control below for a description of the severance benefits and the acceleration benefits, if any, that Messrs. Massaro, Orgel, Ellis, Butterfield and King are entitled to pursuant to their employment agreements and equity award agreements.
Other Benefits and Perquisites
Our NEOs are eligible to participate in all of our employee benefit plans (including our employee stock purchase plan, administered by our People & Compensation Committee), such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case, on the same basis as our other employees. We are responsible for the administrative costs of the 401(k) plan. We match 50% of every dollar contributed up to 6% of salary, subject to certain limitations under the Internal Revenue Code. There were no special benefits or perquisites provided to any NEO in Fiscal 2023.
Recoupment and Related Policies
We have a comprehensive Code of Conduct and ensure that our employees comply with this policy. In accordance with this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to have occurred, we take appropriate remedial action up to and including termination. If the results of an investigation establish that one of our employees, officers or directors has committed fraud or engaged in some other improper act that has the result of causing our financial statements for any period to be restated or that otherwise adversely affects those financial statements, our Board has discretion to take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, our Board has discretion to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and to claw back or recoup any amounts he or she inappropriately received as a result of the improper action or inaction, including but not limited to any annual or long-term incentives that he or she received but would not have received had such act not be taken. In July 2023, we adopted a Policy for the Recovery of Erroneously Awarded Compensation applicable to our executive officers (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 after Nasdaq releases final listing standards in accordance with such rule.
Restrictions on Trading
Our Insider Trading Policy, as amended and restated in the first quarter of 2023 (ITP), prohibits our employees (including officers) and directors, or any of their designees, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities (i) granted to the employee or director as part of the compensation of the employee or director; or (ii) held, directly or indirectly, by the employee or director. In addition, our employees (including officers) and directors may not pledge our equity securities held by them without the prior clearance of one of our compliance officers.
Rule 10b5-1 Sales Plans
Our ITP permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act at a time when such individuals are not in possession of material non-public information. Certain of our executive officers and directors have adopted, and may in the future adopt, Rule 10b5-1 trading plans. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time during the term of the trading plan, including possibly before, simultaneously with, or immediately after significant events involving our company, and at other times, including during a closed trading window, when a director, officer, or employee may be prohibited from trading otherwise.
Stock Ownership Guidelines
To better align the interests of our executive officers with those of our stockholders, in July 2023 we adopted a stock ownership policy that requires our executive officers (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) to hold specified amounts of Flywire stock or other qualifying equity securities. Qualifying equity securities include Flywire common stock, including both vested and unvested restricted stock unit awards that do not have an exercise or purchase price, and shares issuable under equity awards that vest based on the achievement of performance goals after such conditions have been satisfied. Qualifying equity securities include shares held by the executive or any immediate family members living in his or her household.
