EXHIBIT 97.1
3.1. | Clawback Provisions. |
3.2. | Interpretation and Administration. |
4.1. | Compliance |
4.1.1. | Adopted by the Board on [September 18, 2023]. |
4.2. | Record Keeping |
4.2.1. | The Legal Department is responsible for all aspects of this Policy. |
Term | Definition |
Accounting Restatement | A requirement that the Company prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
Committee | The Compensation Committee of the Company’s Board of Directors (the “Board”). |
Covered Person | A person who served as an Executive Officer at any time during the performance period for the applicable Incentive-Based Compensation. |
Erroneously Awarded Compensation | The amount of Incentive-Based Compensation that was Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had the amount of Incentive-Based Compensation been determined based on the restated amounts, computed without regard to any taxes paid by the Covered Person or by the Company on the Covered Person’s behalf. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of Erroneously Awarded Compensation will be based on a reasonable estimate by the Committee of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received. The Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq. |
Executive Officer | The Company’s officers as defined in Rule 16a-1(f) under the Exchange Act. |
Financial Reporting Measures | (A) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the U.S. Securities and Exchange Commission), (B) stock price and (C) total shareholder return. |
Incentive Based Compensation | Any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the applicable Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period or is subject to additional time-based vesting requirements. |
Recovery Period | The three completed fiscal years immediately preceding the earlier of: (A) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. In addition, if there is a change in the Company’s fiscal year end, the Recovery Period will also include any transition period to the extent required by Rule 5608. |
6.1. | Internal Document Reference(s) |
Document No. | Title |
---|---|
N/A | N/A |
6.2. | External Document Reference(s) |
Document No. | Title |
---|---|
N/A | Securities Exchange Act of 1934 and rules and regulations, thereunder |
N/A | Nasdaq Listing Rule 5608 |
Version No. | Description |
N/A | N/A |
Appendix No. | Title |
N/A | N/A |