Exhibit 97.1
MANHATTAN ASSOCIATES, INC.
Incentive Compensation Recoupment Policy
Effective October 2, 2023
This Incentive Compensation Recoupment Policy (this “Policy”) has been adopted by the Board of Directors of Manhattan Associates, Inc., a Georgia corporation (the “Company”), effective as of October 2, 2023 (the “Effective Date”). This Policy supersedes the previous Incentive Compensation Recoupment Policy adopted effective January 27, 2022 (the “Prior Policy”), except as set forth in Section 2 below.
When Excess Incentive-Based Compensation is not covered by the preceding paragraph, that Excess Incentive-Based Compensation will be subject to Recoupment under the Prior Policy to the extent it is subject to that policy.
FILENAME \* MERGEFORMAT 2023.10.02 Incentive Compensation Recoupment Policy
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The Committee may not seek to reduce any future amount payable or to be provided to the Covered Executive that is considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated under that section. Any Excess Incentive-Based Compensation that is considered “non-qualified deferred compensation” under Section 409A and to which this Policy is applicable may be subject to forfeiture instead.
There will be no duplication of Recoupment under this Policy and any of 15 U.S.C. Section 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of the Exchange Act and related Rule 10D-1.
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