Exhibit 97.1
PREFORMED LINE PRODUCTS COMPANY
CLAWBACK POLICY
Adopted by the Board on August 2, 2023
Policy Statement
Preformed Line Products Co (including its subsidiaries, the “Company”) recognizes that it is in the best interests of the Company and its shareholders to align its executive compensation philosophy regarding pay-for-performance with a culture of accountability and integrity. Accordingly, the Company has adopted this Clawback Policy (this “Policy”), which provides for the recoupment of certain executive compensation in the event of an Accounting restatement (as defined below) resulting from material noncompliance with financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 5608 of the Nasdaq Listing Rules (“Listing Standards”).
Questions about this Policy should be directed to the Corporate Secretary.
Definitions
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Recoupment
In the event the Company is required to prepare an Accounting restatement of its financial statements, the Board will require reimbursement or forfeiture of any Excess incentive compensation received by any Covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting restatement. The date on which the Company is required to prepare an Accounting restatement is the earlier of: (a) the date the Board (or officers authorized by the Board) concludes or reasonably should have concluded that the Company is required to prepare an Accounting restatement and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting restatement.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Excess incentive compensation hereunder which may include, without limitation and subject to compliance with any applicable law:
No Indemnification
The Company shall not indemnify any Covered executives against the loss of any erroneously awarded or Excess incentive compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and Rule 5608 of the Listing Standards.
Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive compensation that is approved, awarded or granted to Covered executives on or after that date. Subject to applicable law, the Board may affect recovery under this Policy from any amount of Incentive compensation approved, awarded, granted, payable or paid to a Covered executive prior to, on or after the Effective Date.
Amendment and Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to remain consistent with the final or any amended regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and the Nasdaq Stock Market under Rule 5608 of the Listing Standards. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any termination protection agreement, employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered executive to agree to abide by and be subject to the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy, including in any termination protection agreement, employment agreement, equity award agreement, or similar agreement, and any other legal remedies available to the Company.
Impracticability
The Board shall recover any Excess incentive compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and Rule 5608 of the Listing Standards.
Successors
This Policy shall be binding and enforceable against all Covered executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Disclosure Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
OFFICER ACKNOWLEDGEMENT
OF PREFORMED LINE PRODUCTS COMPANY CLAWBACK POLICY
The Board of Directors of Preformed Line Products Company (the “Company”) has adopted a Clawback Policy (the “Policy”) applicable to all of the Company’s Covered officers (as defined in the Policy) designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and Rule 5608 of the Nasdaq Listing Rules.
I acknowledge and agree that all future payments that constitute Incentive compensation (as defined in the Policy), including under the Officers Bonus Plan or Chief Executive Officer Bonus Plan, as applicable, the 2016 Incentive Plan, or other bonus or equity award plan, in all cases, whether or not deferred, are made to me subject to, and conditioned upon my acceptance of, the provisions of the Policy; and I further acknowledge and agree that I am not entitled to indemnification or right of advancement of expenses in connection with any enforcement of the Policy by the Company.
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