Exhibit 97
UNITED STATES LIME & MINERALS, INC.
COMPENSATION RECOVERY POLICY
NOVEMBER 15, 2023
1. | Purpose. The Board of Directors (the “Board”) of United States Lime & Minerals, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recovery Policy (this “Policy”) to implement a mandatory compensation recovery policy in the event of an accounting restatement that the Company is required to prepare due to its material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, and Rule 10D-1 promulgated thereunder, Rule 5608 of the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”), and any other national stock exchange rules that the Company is or may become subject to (together, the “Applicable Rules”). |
2. | Administration. This Policy shall be administered by the Committee, which shall make all determinations with respect to this Policy, consistent with the terms of this Policy, the Applicable Rules, and any applicable law. Any and all interpretations, decisions, and determinations made by the Committee under or relating to this Policy shall be final, conclusive, and binding on all affected parties. |
3. | Effective Date. This Policy shall be effective as of December 1, 2023, with retroactive applicability to October 2, 2023, the date that Nasdaq Listing Rule 5608 became effective. |
4. | Covered Persons and Covered Incentive-Based Compensation. This Policy covers all persons who are, become, or were previously “executive officers” of the Company as defined in the Applicable Rules (each, an “Executive Officer”). |
This Policy shall apply to any compensation (“Incentive-Based Compensation”) that is granted, earned, or vested based wholly or in part upon the attainment of (i) any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, or any measures that are derived wholly or in part from such measures (including non-GAAP measures); (ii) the Company’s stock price; or (iii) the Company’s total shareholder return (each, a “Financial Reporting Measure”). Incentive-Based Compensation does not include, among other forms of compensation, bonuses that are solely discretionary and are not paid from a “bonus pool” that is determined by reference to the attainment of a Financial Reporting Measure; and equity awards that vest exclusively upon completion of a specified employment period, without any Financial Performance Measure-related condition.
This Policy applies to Incentive-Based Compensation that is Received (as defined below) by any Executive Officer on or after October 2, 2023 that results from the attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after such date. Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation is attained, even if the grant, payment, or settlement of the Incentive-Based Compensation occurs after the end of that period.
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Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date that the person served as an Executive Officer; however, once a person is an Executive Officer, subsequent changes in the Executive Officer’s employment status, including retirement or termination of employment, do not impair the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.
5. | Recovery After a Restatement. In the event that the Company is required to prepare a Restatement, the Company shall reasonably promptly recover from any Executive Officer who served as such during the performance period applicable to any Incentive-Based Compensation subject to this Policy the amount of any erroneously awarded Incentive-Based Compensation that is Received by such Executive Officer (after beginning to serve in such capacity) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Restatement and any transition period (that results from a change in the Company’s fiscal year) as provided in the Applicable Rules. For purposes of this Policy, the date on which the Company is required to prepare a Restatement is the earlier of the date (i) that the Board, a committee of the Board, or any officer of the Company authorized to take such action if Board or committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. |
The amount of erroneously awarded Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive Officer (whether in cash, shares, equity awards, or otherwise) based on the erroneous data in the original financial statements over the Incentive-Based Compensation (whether in cash, shares, equity awards, or otherwise) that would have been Received by the Executive Officer had such Incentive-Based Compensation been based on the restated results, without regard to any taxes paid by the Executive Officer.
Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in the Restatement, (a) the amount shall be based on the Committee’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and (b) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to Nasdaq.
Recovery of any erroneously awarded Incentive-Based Compensation under this Policy is not dependent on fraud or misconduct by any Executive Officer.
6. | Limited Exceptions. No recovery of erroneously awarded Incentive-Based Compensation shall be required if any of the following conditions is met and the Committee determines that, on such basis, recovery would be impracticable: |
(i) | the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, that, prior to making a determination that it would be impracticable to recover any such Incentive-Based Compensation based on the expense of enforcement, the Company shall (a) have made reasonable attempts to recover the Incentive-Based Compensation, (b) have documented such reasonable attempts to recover, and (c) have provided that documentation to Nasdaq; |
(ii) | recovery would violate home country law where that law was adopted prior to November 28, 2022; provided, that, prior to making a determination that it would be impracticable to recover any such Incentive-Based Compensation based on violation of home country law, the Company shall (a) have obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such violation, and (b) have provided such opinion to Nasdaq; or |
pg. 2
(iii) | recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury regulations promulgated thereunder. |
7. | Disclosures. The Company shall make all required disclosures with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq, as applicable, with respect to this Policy and any matters related hereto in accordance with the requirements of the Applicable Rules and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings. |
8. | Methods of Recovery. In the event of a required recovery of erroneously awarded Incentive-Based Compensation determined to be subject to recovery pursuant to this Policy (“Clawback Compensation”), to the extent permitted by applicable law the Company shall, as determined by the Committee, take such actions as it may deem necessary or appropriate to recover the Clawback Compensation from any affected Executive Officer or former Executive Officer. These actions may include, without limitation: |
(iv) | the forfeiture, reduction, or cancellation of any Clawback Compensation (whether vested or unvested) that has not been distributed or otherwise settled; |
(v) | the recovery of any Clawback Compensation that was previously paid to such Executive Officer; |
(vi) | the recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Clawback Compensation; |
(vii) | the offset, withholding, or elimination of any compensation that could be paid or awarded to such Executive Officer after the date of determination; |
(ix) | the taking of any other remedial and recovery action permitted by applicable law or contract. |
9. | No Indemnification. The Company shall not indemnify any Executive Officer or former Executive Officer against the Company’s recovery of erroneously awarded Incentive-Based Compensation and shall not pay or reimburse any such Executive Officer for premiums incurred or paid for any insurance policy to fund such Executive Officer’s potential recovery obligations. |
10. | Non-Exclusive Rights. Any Company right of recovery of erroneously awarded Incentive-Based Compensation under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the Company’s Amended and Restricted Long-Term Incentive Plan, any successor plan to the foregoing, or any other incentive plan of the Company or any of its subsidiaries or affiliates, or (ii) the terms of any policy or provision in any employment agreement, compensation agreement, award agreement, separation agreement, or similar agreement or arrangement or other legal or contractual remedies available to the Company. |
In addition to recovery of erroneously awarded Incentive-Based Compensation as provided for in this Policy, the Company may take any and all other actions as it may deem necessary, appropriate, or otherwise in the Company’s best interest, including termination of an Executive Officer’s employment or initiation of legal or contractual action against an Executive Officer, and nothing in this Policy shall limit the Company’s rights to take any such actions.
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11. | Governing Law; Severability. This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules or law, shall be governed by and construed in accordance with the laws of the State of Texas without regard to its choice of law principles. If any provision of this Policy shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if the illegal or invalid provision had never been included in this Policy. |
12. | Amendment. The Board may, upon the recommendation of the Committee, amend this Policy at any time for any reason, subject to any limitation under the Applicable Rules. Without limiting the forgoing, the Board, upon the recommendation of the Committee, may amend this Policy as it deems necessary or appropriate to reflect any amendment of the Applicable Rules or any regulation or guidance issued under the Applicable Rules. |
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ANNEX A
UNITED STATES LIME & MINERALS, INC.
COMPENSATION RECOVERY POLICY
ACKNOWLEDGMENT AGREEMENT
I hereby acknowledge, accept, and agree to be bound by all of the terms and conditions of the Compensation Recovery Policy, as it may be amended, restated, supplemented, or otherwise modified from time to time (the “Policy”), of United States Lime & Minerals, Inc. (the “Company”), both during and after my employment with the Company, including, without limitation, agreeing to (i) promptly repay, return, or forfeit any erroneously awarded Incentive-Based Compensation (as defined in the Policy) subject to recovery under the Policy, and (ii) the Company’s right to reduce, cancel, offset, withhold, or eliminate, as applicable, or otherwise take any other remedial or recovery action permitted by applicable law or contract, with respect to any other amounts granted, awarded, earned, or paid to me by the Company to effect such recovery under the Policy.
I also acknowledge, accept, and agree that any Company right of recovery under the Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms and conditions of any equity incentive plan, cash incentive plan, employment agreement, compensation agreement, award agreement, separation agreement, or similar agreement or arrangement or other legal or contractual remedies available to the Company.
I further acknowledge, accept, and agree that the Board of Directors of the Company (the “Board”) has the authority to amend, restate, supplement, or otherwise modify the policy, and the Compensation Committee of the Board (the “Committee”) has the authority to administer the Policy, and that any and all actions of the Board and/or the Committee under or relating to the Policy shall be final, conclusive, and binding on all affected parties.
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