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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 Fuel Tech, Inc. 10-K 12/31/23 96:8.7M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.43M
2: EX-23.1 Consent of Expert or Counsel HTML 27K
6: EX-97 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
5: EX-32 Certification -- §906 - SOA'02 HTML 29K
12: R1 Document And Entity Information HTML 97K
13: R2 Consolidated Balance Sheets HTML 138K
14: R3 Consolidated Balance Sheets (Parentheticals) HTML 39K
15: R4 Consolidated Statements of Operations HTML 99K
16: R5 Consolidated Statements of Comprehensive Loss HTML 51K
17: R6 Consolidated Statements of Stockholders' Equity HTML 76K
18: R7 Consolidated Statements of Cash Flows HTML 105K
19: R8 Note 1 - Organization and Significant Accounting HTML 192K
Policies
20: R9 Note 2 - Revenue Recognition HTML 70K
21: R10 Note 3 - Income Taxes HTML 112K
22: R11 Note 4 - Common Stock HTML 35K
23: R12 Note 5 - Treasury Stock HTML 30K
24: R13 Note 6 - Nil Coupon Non-redeemable Convertible HTML 39K
Unsecured Loan Notes
25: R14 Note 7 - Warrants HTML 44K
26: R15 Note 8 - Stock-based Compensation HTML 89K
27: R16 Note 9 - Commitments and Contingencies HTML 36K
28: R17 Note 10 - Leases HTML 54K
29: R18 Note 11 - Debt Financing HTML 34K
30: R19 Note 12 - Business Segment and Geographic HTML 78K
Financial Data
31: R20 Note 13 - Restructuring Activities HTML 41K
32: R21 Note 14 - Accrued Liabilities HTML 38K
33: R22 Insider Trading Arrangements HTML 36K
34: R23 Significant Accounting Policies (Policies) HTML 249K
35: R24 Note 1 - Organization and Significant Accounting HTML 135K
Policies (Tables)
36: R25 Note 2 - Revenue Recognition (Tables) HTML 66K
37: R26 Note 3 - Income Taxes (Tables) HTML 106K
38: R27 Note 7 - Warrants (Tables) HTML 45K
39: R28 Note 8 - Stock-based Compensation (Tables) HTML 82K
40: R29 Note 10 - Leases (Tables) HTML 54K
41: R30 Note 12 - Business Segment and Geographic HTML 72K
Financial Data (Tables)
42: R31 Note 13 - Restructuring Activities (Tables) HTML 38K
43: R32 Note 14 - Accrued Liabilities (Tables) HTML 37K
44: R33 Note 1 - Organization and Significant Accounting HTML 137K
Policies (Details Textual)
45: R34 Note 1 - Organization and Significant Accounting HTML 35K
Policies - Reconciliation of Cash, Cash
Equivalents, and Restricted Cash (Details)
46: R35 Note 1 - Organization and Significant Accounting HTML 37K
Policies - Amortized Cost to Fair Value of HTM
Debt Securities (Details)
47: R36 Note 1 - Organization and Significant Accounting HTML 42K
Policies - Debt Securities by Maturity (Details)
48: R37 Note 1 - Organization and Significant Accounting HTML 33K
Policies - Allowance for Doubtful Accounts
(Details)
49: R38 Note 1 - Organization and Significant Accounting HTML 32K
Policies - Excess and Obsolete Inventory Reserve
(Details)
50: R39 Note 1 - Organization and Significant Accounting HTML 38K
Policies - Accumulated Other Comprehensive Income
(Details)
51: R40 Note 1 - Organization and Significant Accounting HTML 40K
Policies - Summary of Intangible Asset Activity
(Details)
52: R41 Note 1 - Organization and Significant Accounting HTML 42K
Policies - Estimated Future Amortization Expense
(Details)
53: R42 Note 1 - Organization and Significant Accounting HTML 59K
Policies - Property and Equipment (Details)
54: R43 Note 1 - Organization and Significant Accounting HTML 37K
Policies - Summary of Earnings (Loss) Per Share
(Details)
55: R44 Note 2 - Revenue Recognition 1 (Details Textual) HTML 41K
56: R45 Note 2 - Revenue Recognition 2 (Details Textual) HTML 32K
57: R46 Note 2 - Revenue Recognition - Revenues HTML 40K
Disaggregated by Product Technology (Details)
58: R47 Note 2 - Revenue Recognition - Revenues HTML 39K
Disaggregated by Geography (Details)
59: R48 Note 2 - Revenue Recognition - Timing of Revenue HTML 34K
Recognition (Details)
60: R49 Note 2 - Revenue Recognition - Components of HTML 38K
Accounts Receivable (Details)
61: R50 Note 3 - Income Taxes (Details Textual) HTML 49K
62: R51 Note 3 - Income Taxes - Components of Income HTML 33K
(Loss) Domestic and Foreign (Details)
63: R52 Note 3 - Income Taxes - Components of Income Tax HTML 53K
Expense (Details)
64: R53 Note 3 - Income Taxes - Income Tax Rate HTML 59K
Reconciliation (Details)
65: R54 Note 3 - Income Taxes - Summary of Deferred Tax HTML 68K
Assets and Liabilities (Details)
66: R55 Note 3 - Income Taxes - Valuation Allowances HTML 32K
(Details)
67: R56 Note 3 - Income Taxes - Unrecognized Tax Benefit HTML 30K
(Details)
68: R57 Note 4 - Common Stock (Details Textual) HTML 40K
69: R58 Note 5 - Treasury Stock (Details Textual) HTML 30K
70: R59 Note 6 - Nil Coupon Non-redeemable Convertible HTML 48K
Unsecured Loan Notes (Details Textual)
71: R60 Note 7 - Warrants (Details Textual) HTML 46K
72: R61 Note 7 - Warrants - Warrant Activity (Details) HTML 31K
73: R62 Note 7 - Warrants - Summary of Warrants HTML 36K
Outstanding and Exercisable (Details)
74: R63 Note 8 - Stock-based Compensation (Details HTML 85K
Textual)
75: R64 Note 8 - Stock-based Compensation - Stock-based HTML 31K
Compensation (Details)
76: R65 Note 8 - Stock-based Compensation - Stock Option HTML 57K
Activity (Details)
77: R66 Note 8 - Stock-based Compensation - Summary of HTML 51K
Outstanding Stock Options by Exercise Price Range
(Details)
78: R67 Note 8 - Stock-based Compensation - Restricted HTML 49K
Stock Activity (Details)
79: R68 Note 9 - Commitments and Contingencies (Details HTML 40K
Textual)
80: R69 Note 10 - Leases (Details Textual) HTML 45K
81: R70 Note 10 - Leases - Operating Lease Expense HTML 32K
(Details)
82: R71 Note 10 - Leases - Remaining Maturities of HTML 45K
Existing Lease Liabilities (Details)
83: R72 Note 10 - Leases - Lease Liabilities (Details) HTML 32K
84: R73 Note 10 - Leases - Supplemental Cash Flow HTML 31K
Information (Details)
85: R74 Note 11 - Debt Financing (Details Textual) HTML 34K
86: R75 Note 12 - Business Segment and Geographic HTML 28K
Financial Data (Details Textual)
87: R76 Note 12 - Business Segment and Geographic HTML 63K
Financial Data - Reporting Segment Net Sales and
Gross Margin (Details)
88: R77 Note 12 - Business Segment and Geographic HTML 37K
Financial Data - Geographic Segment Financial Data
(Details)
89: R78 Note 13 - Restructuring Activities (Details HTML 33K
Textual)
90: R79 Note 13 - Restructuring Activities - Charges and HTML 65K
Net Assets (Details)
91: R80 Note 14 - Accrued Liabilities - Components of HTML 40K
Other Accrued Liabilities (Details)
93: XML IDEA XML File -- Filing Summary XML 181K
96: XML XBRL Instance -- ftek20231231_10k_htm XML 1.90M
92: EXCEL IDEA Workbook of Financial Report Info XLSX 147K
8: EX-101.CAL XBRL Calculations -- ftek-20231231_cal XML 212K
9: EX-101.DEF XBRL Definitions -- ftek-20231231_def XML 1.53M
10: EX-101.LAB XBRL Labels -- ftek-20231231_lab XML 1.23M
11: EX-101.PRE XBRL Presentations -- ftek-20231231_pre XML 1.57M
7: EX-101.SCH XBRL Schema -- ftek-20231231 XSD 225K
94: JSON XBRL Instance as JSON Data -- MetaLinks 536± 864K
95: ZIP XBRL Zipped Folder -- 0001437749-24-007335-xbrl Zip 380K
Exhibit 97
FUEL TECH, INC.
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
|
A. |
OVERVIEW |
In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Fuel Tech, Inc., a Delaware corporation (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H, below.
|
B. |
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION |
(1) In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with the Nasdaq Rules and Rule 10D-1 as follows:
|
(i) |
After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Officer and shall promptly notify each Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable. |
|
(a) |
For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement: |
|
i. |
The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and |
|
ii. |
The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the Nasdaq Rules. |
|
(ii) |
The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Officer’s obligations hereunder. |
|
(iii) |
To the extent that the Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy. |
|
(iv) |
To the extent that an Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Officer. The applicable Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence. |
(2) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the Committee (which, as specified above, is composed entirely of independent directors or in the absence of such a committee, a majority of the independent directors serving on the Board) determines that recovery would be impracticable and any of the following two conditions are met:
|
(i) |
The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to the Nasdaq Stock Market; |
|
(ii) |
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, and regulations thereunder. |
|
C. |
DISCLOSURE REQUIREMENTS |
The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.
|
D. |
PROHIBITION OF INDEMNIFICATION |
The Company shall not be permitted to insure or indemnify any Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
|
E. |
ADMINISTRATION AND INTERPRETATION |
This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with the Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or the Nasdaq Stock Market promulgated or issued in connection therewith.
|
F. |
AMENDMENT; TERMINATION |
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or the Nasdaq Rules.
|
G. |
OTHER RECOVERY RIGHTS |
This Policy shall be binding and enforceable against all Officers and, to the extent required by applicable law or guidance from the SEC or the Nasdaq Stock Market, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Officer to abide by the terms of this Policy. Any right of recovery 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 under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
|
H. |
DEFINITIONS |
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(1) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the 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 (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(2) “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Officer (i) on or after the effective date of the applicable Nasdaq Rules, (ii) after beginning service as an Officer, (iii) who served as an Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).
(3) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.
(4) “Erroneously Awarded Compensation” means, with respect to each Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(5) “Officer” means any officer of the Company set forth in the Company’s Amended and Restated Bylaws including, but not limited to, each individual who is currently or was previously designated as an “executive officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an officer for purposes of this Policy shall include each officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).
(6) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
(7) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(8) “Nasdaq” means The Nasdaq Stock Market.
(9) “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Officer occurs after the end of that period.
(10) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the 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 (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
Effective as of November 2, 2023.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/11/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 11/2/23 | ||||
| List all Filings | ||||