Exhibit 97.1
Incentive Compensation Recovery Policy
In the event that the Company is required to prepare an Accounting Restatement, except as otherwise set forth in this Policy, the Company shall recover, reasonably promptly, the Excess Incentive Compensation received by any Covered Executive during the Recoupment Period.
This Policy applies to all Incentive Compensation received during the Recoupment Period by a person (a) after beginning service as a Covered Executive, (b) who served as a Covered Executive at any time during the performance period for that Incentive Compensation and (c) while the Company has a class of securities listed on the Nasdaq Stock Market LLC (“Nasdaq”) or another national securities exchange or association. This Policy may therefore apply to a Covered Executive even after that person is no longer a Company employee or a Covered Executive at the time of recovery.
Incentive Compensation is deemed “received” for purposes of this Policy in the fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or issuance of such Incentive Compensation occurs after the end of that period. For example, if the performance target for an award is based on total stockholder return or revenue for the year ended December 31, 2023, the award will be deemed to have been received in 2023 even if paid in 2024.
The Company is not required to recover Excess Incentive Compensation pursuant to this Policy to the extent the Compensation Committee makes a determination that recovery would be impracticable for one of the following reasons (and the applicable procedural requirements are met):
Notwithstanding the terms of any indemnification agreement, insurance policy, contractual arrangement, the governing documents of the Company or other document or arrangement, the Company shall not indemnify any Covered Executive against, or pay the premiums for any insurance policy to cover, any amounts recovered under this Policy or any expenses that a Covered Executive incurs in opposing Company efforts to recoup amounts pursuant to the Policy.
Any Company personnel having questions regarding this Policy may contact the Chief Compliance Officer or the Chief Legal Officer.
8.1 Exhibit A – Form of Acknowledgment and Agreement
EXHIBIT A – FORM OF ACKNOWLEDGMENT AND AGREEMENT
INVIVYD, INC.
INCENTIVE COMPENSATION RECOVERY POLICY
ACKNOWLEDGMENT AND AGREEMENT
This Acknowledgment and Agreement (this “Agreement”) is entered into as of the ___ day of ______, 20___, between Invivyd, Inc., a Delaware corporation (the “Company”), and __________________ (the “Executive”), under the following circumstances:
WHEREAS, the Board of Directors of the Company (the “Board”) has adopted the Invivyd, Inc. Incentive Compensation Recovery Policy (the “Policy”);
WHEREAS, the Executive has been designated as a “Covered Executive” of the Company as defined in the Policy;
WHEREAS, in consideration of, and as a condition to the receipt of, future cash and equity-based awards, performance-based compensation, and other forms of cash or equity compensation made under the Company’s 2020 Equity Incentive Plan, 2021 Equity Incentive Plan, or any other incentive compensation plan or program of the Company, the Executive and the Company are entering into this Agreement; and
WHEREAS, defined terms used but not defined in this Agreement shall have the meanings set forth in the Policy.
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
INVIVYD, INC.
By:_______________________________________
Name:
Title:
[EXECUTIVE]
_______________________________________
Title: