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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Danaos Corp. 20-F 12/31/23 111:14M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 4.41M
Non-Canadian Issuer
2: EX-8 Opinion of Counsel re: Tax Matters HTML 47K
5: EX-13.1 Annual or Quarterly Report to Security Holders HTML 31K
6: EX-13.2 Annual or Quarterly Report to Security Holders HTML 31K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 47K
Awarded Compensation
3: EX-12.1 Statement re: the Computation of Ratios HTML 35K
4: EX-12.2 Statement re: the Computation of Ratios HTML 34K
7: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 29K
8: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 29K
15: R1 Document and Entity Information HTML 102K
16: R2 Consolidated Balance Sheets HTML 161K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
18: R4 Consolidated Statements of Income HTML 121K
19: R5 Consolidated Statements of Comprehensive Income HTML 64K
20: R6 Consolidated Statements of Changes in HTML 84K
Stockholders' Equity
21: R7 Consolidated Statements of Changes in HTML 32K
Stockholders' Equity (Parenthetical)
22: R8 Consolidated Statements of Cash Flows HTML 149K
23: R9 Basis of Presentation and General Information HTML 241K
24: R10 Significant Accounting Policies HTML 115K
25: R11 Investments in Affiliates HTML 67K
26: R12 Cash, Cash Equivalents and Restricted Cash HTML 46K
27: R13 Fixed Assets, net & Advances for Vessels under HTML 84K
Construction
28: R14 Deferred Charges, net HTML 46K
29: R15 Other Current and Non-current Assets HTML 68K
30: R16 Accrued Liabilities HTML 42K
31: R17 Lease Arrangements HTML 41K
32: R18 Long-Term Debt, net HTML 81K
33: R19 Related Party Transactions HTML 42K
34: R20 Taxes HTML 35K
35: R21 Financial Instruments HTML 109K
36: R22 Operating Revenue HTML 73K
37: R23 Segments HTML 88K
38: R24 Commitments and Contingencies HTML 34K
39: R25 Stock Based Compensation HTML 38K
40: R26 Stockholders' Equity HTML 38K
41: R27 Executive Retirement Plan HTML 39K
42: R28 Earnings per Share HTML 54K
43: R29 Subsequent Events HTML 32K
44: R30 Significant Accounting Policies (Policies) HTML 201K
45: R31 Basis of Presentation and General Information HTML 237K
(Tables)
46: R32 Significant Accounting Policies (Tables) HTML 50K
47: R33 Investments in Affiliates (Table) HTML 71K
48: R34 Cash, Cash Equivalents and Restricted Cash HTML 45K
(Tables)
49: R35 Fixed Assets, net & Advances for Vessels under HTML 75K
Construction (Tables)
50: R36 Deferred Charges, net (Tables) HTML 44K
51: R37 Other Current and Non-current Assets (Tables) HTML 64K
52: R38 Accrued Liabilities (Tables) HTML 41K
53: R39 Lease Arrangements (Tables) HTML 38K
54: R40 Long-Term Debt, net (Tables) HTML 64K
55: R41 Financial Instruments (Tables) HTML 107K
56: R42 Operating Revenue (Tables) HTML 75K
57: R43 Segments (Tables) HTML 82K
58: R44 Earnings per Share (Tables) HTML 53K
59: R45 Basis of Presentation and General Information HTML 227K
(Details)
60: R46 Basis of Presentation and General Information - HTML 44K
Capesize drybulk vessels (Details)
61: R47 Significant Accounting Policies - HTML 42K
Reclassifications in Other Comprehensive Income
Loss) (Details)
62: R48 Significant Accounting Policies - Foreign Currency HTML 32K
Translation (Details)
63: R49 Significant Accounting Policies - Cash (Details) HTML 36K
64: R50 Significant Accounting Policies - Fixed Assets HTML 35K
(Details)
65: R51 Significant Accounting Policies - Depreciation HTML 37K
(Details)
66: R52 Significant Accounting Policies - Accounting for HTML 32K
Special Survey and Drydocking Costs (Details)
67: R53 Significant Accounting Policies - Pension and HTML 33K
Retirement Benefit Obligations-Crew (Details)
68: R54 Significant Accounting Policies - Impairment of HTML 42K
Long-lived Assets (Details)
69: R55 Significant Accounting Policies - Segment HTML 34K
Reporting (Details)
70: R56 Significant Accounting Policies - Equity HTML 35K
Compensation Plan (Details)
71: R57 Significant Accounting Policies - Troubled Debt HTML 31K
Restructuring and Accumulated Accrued Interest
(Details)
72: R58 Investments in Affiliates (Details) HTML 42K
73: R59 Investments in Affiliates - Gemini Shipholdings HTML 60K
Corporation (Details)
74: R60 Investments in Affiliates - Vessel owning HTML 50K
subsidiaries of Gemini (Details)
75: R61 Investments in Affiliates - Consideration HTML 86K
exchanged and the fair value of assets acquired
and liabilities assumed (Details)
76: R62 Investments in Affiliates - Business acquisition, HTML 55K
pro forma information (Details)
77: R63 Cash, Cash Equivalents and Restricted Cash HTML 41K
(Details)
78: R64 Fixed Assets, net & Advances for Vessels under HTML 64K
Construction - Rollforward (Details)
79: R65 Fixed Assets, net & Advances for Vessels under HTML 36K
Construction - Remaining contractual commitments
under vessel construction contracts (Details)
80: R66 Fixed Assets, net & Advances for Vessels under HTML 137K
Construction (Details)
81: R67 Deferred Charges, net (Details) HTML 44K
82: R68 Other Current and Non-current Assets (Details) HTML 46K
83: R69 Other Current and Non-current Assets - Eagle Bulk HTML 56K
Shipping Inc (Details)
84: R70 Other Current and Non-current Assets - ZIM HTML 84K
(Details)
85: R71 Other Current and Non-current Assets - HMM HTML 62K
(Details)
86: R72 Other Current and Non-current Assets - Available HTML 36K
for sale category (Details)
87: R73 Accrued Liabilities (Details) HTML 37K
88: R74 Lease Arrangements (Details) HTML 69K
89: R75 Long-Term Debt, net - Schedule of Debt (Details) HTML 59K
90: R76 Long-Term Debt, net - Additional Information HTML 200K
(Details)
91: R77 Long-Term Debt, net - 2021 Refinancing (Details) HTML 90K
92: R78 Long-Term Debt, net - Principal Payments (Details) HTML 42K
93: R79 Related Party Transactions (Details) HTML 112K
94: R80 Taxes (Details) HTML 31K
95: R81 Financial Instruments (Details) HTML 49K
96: R82 Financial Instruments - Interest Rate Swap Hedges HTML 39K
(Details)
97: R83 Financial Instruments - Financial Instruments HTML 62K
Measured and Not Measured At Fair Value On
Recurring Basis (Details)
98: R84 Operating Revenue (Details) HTML 59K
99: R85 Operating Revenue-Geographic Location (Details) HTML 44K
100: R86 Segments - Summary of the company's selected HTML 107K
financial information (Details)
101: R87 Commitments and Contingencies (Details) HTML 45K
102: R88 Stock Based Compensation (Details) HTML 117K
103: R89 Stockholders' Equity (Details) HTML 123K
104: R90 Executive Retirement Plan - (Details) HTML 106K
105: R91 Earnings per Share (Details) HTML 57K
106: R92 Subsequent Events (Details) HTML 69K
108: XML IDEA XML File -- Filing Summary XML 201K
111: XML XBRL Instance -- dac-20231231x20f_htm XML 3.10M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 237K
11: EX-101.CAL XBRL Calculations -- dac-20231231_cal XML 209K
12: EX-101.DEF XBRL Definitions -- dac-20231231_def XML 1.10M
13: EX-101.LAB XBRL Labels -- dac-20231231_lab XML 2.15M
14: EX-101.PRE XBRL Presentations -- dac-20231231_pre XML 1.58M
10: EX-101.SCH XBRL Schema -- dac-20231231 XSD 337K
109: JSON XBRL Instance as JSON Data -- MetaLinks 661± 1.00M
110: ZIP XBRL Zipped Folder -- 0001104659-24-029397-xbrl Zip 756K
Exhibit 97
DANAOS CORPORATION
COMPENSATION RECOVERY POLICY
Adopted as of November 10, 2023
Danaos Corporation, a Republic of Marshall Islands corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1.Overview
The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the New York Stock Exchange. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.
2.Compensation Recovery Requirement
In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.
3.Definitions
a. | “Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year. |
b. | “Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act. |
c. | “Board” means the Board of Directors of the Company. |
d. | “Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board. |
e. | “Covered Person” means any Executive Officer and any other person designated by the Board or the Committee as being subject to this Policy. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person |
would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).
f. | “Effective Date” means October 2, 2023. |
g. | “Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to 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 a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned, or vested when the Financial Reporting Measure is attained, not when the actual payment, grant, or vesting occurs. |
h. | “Exchange” means the New York Stock Exchange. |
i. | An “Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation such person received during service in such role: the president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), or any senior vice president or vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company. Executive officers of parents, subsidiaries or managers of the Company may be deemed executive officers of the Company if they perform such policy making functions for the Company. |
j. | “Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and stock price and total shareholder return. |
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k. | “Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure. |
l. | A “Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required 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. |
m. | “Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Financial Restatement. |
4.Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party, including outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; (ii) recovery would cause the Company to violate a law of the Republic of the Marshall Islands that was adopted prior to November 28, 2022, and the Company obtains an opinion of Republic of the Marshall Islands counsel that recovery would result in a violation of such country’s law and provides the opinion to the Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
5.Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
6.Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
a. | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
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b. | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
c. | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
d. | adjusting or withholding from unpaid compensation or other set-off; |
e. | cancelling or offsetting against planned future grants of equity-based awards; and/or |
f. | any other method permitted by applicable law or contract. |
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
7. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules.
8.Policy Administration
This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
9.Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to
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indemnification for Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/10/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/23 Danaos Corp. 6-K 11/14/23 3:1.2M Toppan Merrill/FA 3/09/23 Danaos Corp. 20-F 12/31/22 108:15M Toppan Merrill/FA 3/03/22 Danaos Corp. 20-F 12/31/21 105:13M Toppan Merrill/FA 4/13/21 Danaos Corp. 6-K 4/13/21 5:3.1M Toppan Merrill/FA 2/17/21 Danaos Corp. 6-K 2/17/21 2:909K Toppan Merrill/FA 2/27/20 Danaos Corp. 20-F 12/31/19 104:10M Toppan Merrill-FA 8/06/19 Danaos Corp. 6-K 8/06/19 65:6.4M Toppan Merrill/FA 3/05/19 Danaos Corp. 20-F 12/31/18 105:17M Toppan Merrill-FA 3/06/17 Danaos Corp. 20-F 12/31/16 94:12M Toppan Merrill-FA 9/23/09 Danaos Corp. 6-K 9/23/09 4:1.5M Toppan Merrill/FA 7/13/09 Danaos Corp. 20-F 12/31/08 14:7.1M Toppan Merrill-FA 9/19/06 Danaos Corp. F-1¶ 56:17M Toppan Merrill-FA |