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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Superior Group of Companies, Inc. 10-K 12/31/23 111:9.9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.80M
2: EX-21.1 Subsidiaries List HTML 35K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
14: R1 Document And Entity Information HTML 100K
15: R2 Consolidated Statements of Comprehensive Income HTML 121K
(Loss)
16: R3 Consolidated Balance Sheets HTML 146K
17: R4 Consolidated Balance Sheets (Parentheticals) HTML 49K
18: R5 Consolidated Statements of Shareholders' Equity HTML 120K
19: R6 Consolidated Statements of Shareholders' Equity HTML 39K
(Parentheticals)
20: R7 Consolidated Statements of Cash Flows HTML 145K
21: R8 Note 1 - Description of Business, Basis of HTML 81K
Presentation and Summary of Accounting Policies
22: R9 Note 2 - Allowance for Doubtful Accounts HTML 40K
Receivable
23: R10 Note 3 - Reserve for Sales Returns and Allowances HTML 39K
24: R11 Note 4 - Inventories HTML 40K
25: R12 Note 5 - Property, Plant and Equipment, Net HTML 45K
26: R13 Note 6 - Goodwill and Intangible Assets HTML 116K
27: R14 Note 7 - Other Current Liabilities HTML 44K
28: R15 Note 8 - Long-term Debt HTML 56K
29: R16 Note 9 - Income Tax Expense (Benefit) HTML 90K
30: R17 Note 10 - Benefit Plans HTML 89K
31: R18 Note 11 - Leases HTML 57K
32: R19 Note 12 - Contingencies HTML 36K
33: R20 Note 13 - Share-based Compensation HTML 129K
34: R21 Note 14 - Net Income (Loss) Per Share HTML 45K
35: R22 Note 15 - Net Sales HTML 62K
36: R23 Note 16 - Stock Repurchase Plan HTML 38K
37: R24 Note 17 - Operating Segment Information HTML 96K
38: R25 Note 18 - Acquisition of Businesses HTML 48K
39: R26 Insider Trading Arrangements HTML 39K
40: R27 Significant Accounting Policies (Policies) HTML 132K
41: R28 Note 1 - Description of Business, Basis of HTML 34K
Presentation and Summary of Accounting Policies
(Tables)
42: R29 Note 2 - Allowance for Doubtful Accounts HTML 39K
Receivable (Tables)
43: R30 Note 3 - Reserve for Sales Returns and Allowances HTML 38K
(Tables)
44: R31 Note 4 - Inventories (Tables) HTML 40K
45: R32 Note 5 - Property, Plant and Equipment, Net HTML 43K
(Tables)
46: R33 Note 6 - Goodwill and Intangible Assets (Tables) HTML 118K
47: R34 Note 7 - Other Current Liabilities (Tables) HTML 43K
48: R35 Note 8 - Long-term Debt (Tables) HTML 55K
49: R36 Note 9 - Income Tax Expense (Benefit) (Tables) HTML 89K
50: R37 Note 10 - Benefit Plans (Tables) HTML 88K
51: R38 Note 11 - Leases (Tables) HTML 55K
52: R39 Note 13 - Share-based Compensation (Tables) HTML 127K
53: R40 Note 14 - Net Income (Loss) Per Share (Tables) HTML 41K
54: R41 Note 15 - Net Sales (Tables) HTML 55K
55: R42 Note 17 - Operating Segment Information (Tables) HTML 90K
56: R43 Note 18 - Acquisition of Businesses (Tables) HTML 45K
57: R44 Note 1 - Description of Business, Basis of HTML 74K
Presentation and Summary of Accounting Policies
(Details Textual)
58: R45 Note 1 - Description of Business, Basis of HTML 40K
Presentation and Summary of Accounting Policies -
Property, Plant and Equipment (Details)
59: R46 Note 2 - Allowance for Doubtful Accounts HTML 38K
Receivable - Allowance for Doubtful Accounts
Receivable (Details)
60: R47 Note 3 - Reserve for Sales Returns and Allowance - HTML 37K
Reserve for Sales Returns and Allowances (Details)
61: R48 Note 4 - Inventories - Inventories (Details) HTML 38K
62: R49 Note 5 - Property, Plant and Equipment, Net HTML 33K
(Details Textual)
63: R50 Note 5 - Property, Plant and Equipment, Net - HTML 43K
Summary of Property, Plant and Equipment (Details)
64: R51 Note 6 - Goodwill and Intangible Assets (Details HTML 43K
Textual)
65: R52 Note 6 - Goodwill and Intangible Assets - Summary HTML 54K
of Goodwill (Details)
66: R53 Note 6 - Goodwill and Intangible Assets - Summary HTML 58K
of Indefinite-lived Trade Names (Details)
67: R54 Note 6 - Goodwill and Intangible Assets - Summary HTML 52K
of Intangible Assets (Details)
68: R55 Note 6 - Goodwill and Intangible Assets - Schedule HTML 44K
of Estimated Future Intangible Amortization
Expense (Details)
69: R56 Note 7 - Other Current Liabilities - Accrued HTML 47K
Expenses (Details)
70: R57 Note 8 - Long-term Debt (Details Textual) HTML 71K
71: R58 Note 8 - Long-term Debt - Long-term Debt (Details) HTML 43K
72: R59 Note 8 - Long-term Debt - Contractual Maturities HTML 49K
of Debt (Details)
73: R60 Note 9 - Income Tax Expense (Benefit) (Details HTML 41K
Textual)
74: R61 Note 9 - Income Tax Expense (Benefit) - Schedule HTML 39K
of Components of Income (Loss) Before Tax
(Details)
75: R62 Note 9 - Income Tax Expense (Benefit)- Income Tax HTML 45K
Provisions (Details)
76: R63 Note 9 - Income Tax Expense (Benefit) - Deferred HTML 46K
Income Tax Asset (Liability) (Details)
77: R64 Note 9 - Income Tax Expense (Benefit) - Income Tax HTML 50K
Rate Reconciliation (Details)
78: R65 Note 9 - Income Tax Expense (Benefit) - HTML 37K
Unrecognized Tax Benefits (Details)
79: R66 Note 10 - Benefit Plans (Details Textual) HTML 51K
80: R67 Note 10 - Benefit Plans - Defined Benefit Plans HTML 74K
Information (Details)
81: R68 Note 10 - Benefit Plans - Pension Plans With HTML 40K
Projected Benefit Obligation in Excess of Plan
Assets (Details)
82: R69 Note 10 - Benefit Plans - Net Periodic Benefit HTML 42K
Cost (Details)
83: R70 Note 10 - Benefit Plans - Assumptions Used to HTML 38K
Determine Benefit Obligations and Net Periodic
Benefit (Details)
84: R71 Note 10 - Benefit Plans - Projected Benefit HTML 41K
Payments (Details)
85: R72 Note 11 - Leases (Details Textual) HTML 46K
86: R73 Note 11 - Leases - Lease Cost (Details) HTML 45K
87: R74 Note 11 - Leases - Maturities of Lease Liabilities HTML 48K
(Details)
88: R75 Note 12 - Contingencies (Details Textual) HTML 43K
89: R76 Note 13 - Share-based Compensation (Details HTML 74K
Textual)
90: R77 Note 13 - Share-based Compensation - Shared-based HTML 38K
Compensation Expense and the Related Tax Benefit
(Details)
91: R78 Note 13 - Share-based Compensation - Summary of HTML 54K
Significant Assumptions for Share-based
Compensation Awards (Details)
92: R79 Note 13 - Share-based Compensation - Stock Option HTML 64K
Transactions (Details)
93: R80 Note 13 - Share-based Compensation - Stock-settled HTML 63K
Stock Appreciation Rights Transactions (Details)
94: R81 Note 13 - Share-based Compensation - Restricted HTML 51K
Stock Transactions (Details)
95: R82 Note 13 - Share-based Compensation - Performance HTML 51K
Share Transactions (Details)
96: R83 Note 14 - Net Income (Loss) Per Share (Details HTML 36K
Textual)
97: R84 Note 14 - Net Income (Loss) Per Share - HTML 62K
Reconciliation of Basic and Diluted Earnings Per
Share (Details)
98: R85 Note 15 - Net Sales (Details Textual) HTML 31K
99: R86 Note 15 - Net Sales - Disaggregated Revenue HTML 49K
(Details)
100: R87 Note 15 - Net Sales - Accounts Receivable and HTML 36K
Contract Assets (Details)
101: R88 Note 16 - Stock Repurchase Plan (Details Textual) HTML 34K
102: R89 Note 17 - Operating Segment Information - HTML 68K
Information Related to the Operations of the
Company's Operating Segments (Details)
103: R90 Note 17 - Operating Segment Information - Segment HTML 50K
Adjusted EBITDA Reconciliation (Details)
104: R91 Note 18 - Acquisition of Businesses (Details HTML 55K
Textual)
105: R92 Note 18 - Acquisition of Businesses - Purchase HTML 39K
Price (Details)
106: R93 Note 18 - Acquisition of Businesses - Aggregate HTML 56K
Consideration (Details)
108: XML IDEA XML File -- Filing Summary XML 211K
111: XML XBRL Instance -- sgc20231231_10k_htm XML 2.19M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 164K
10: EX-101.CAL XBRL Calculations -- sgc-20231231_cal XML 225K
11: EX-101.DEF XBRL Definitions -- sgc-20231231_def XML 1.68M
12: EX-101.LAB XBRL Labels -- sgc-20231231_lab XML 1.31M
13: EX-101.PRE XBRL Presentations -- sgc-20231231_pre XML 1.75M
9: EX-101.SCH XBRL Schema -- sgc-20231231 XSD 248K
109: JSON XBRL Instance as JSON Data -- MetaLinks 563± 949K
110: ZIP XBRL Zipped Folder -- 0001437749-24-007685-xbrl Zip 369K
Exhibit 97.1
SUPERIOR GROUP OF COMPANIES, INC.
CLAWBACK POLICY
I. Overview. The Board of Directors (the “Board”) of Superior Group of Companies, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) to provide for the recovery of erroneously awarded executive compensation in the event of an accounting restatement 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, as amended (the “Exchange Act”), Rule 10D-1 thereunder (“Rule 10D-1”) and the applicable Nasdaq listing rules (the “Nasdaq Rules”).
II. Administration. This Policy shall be administered by the Compensation Committee of the Board (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”). Any determinations made by the Committee shall be final and binding on all affected individuals.
III. Covered Executives. This Policy applies to the Company’s current and former executive officers as defined in Rule 10D-1 from time to time, which at the Effective Date (as defined below) include the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company 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, and also applies to such other senior executives who may from time to time be deemed subject to the Policy by the Committee (the “Covered Executives”).
IV. Recovery of Erroneously Awarded Compensation; Accounting Restatement. In the event the Company is required to prepare an accounting restatement due to the Company’s 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 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), the Committee shall determine the amount of any excess Incentive-based Compensation (as defined below) received (a) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement (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) (b) by a person (i) on or after the effective date of the applicable Nasdaq listing rule, (ii) after beginning service as a Covered Executive, (iii) who served as a Covered Executive at any time during the performance period for the Incentive-based Compensation award, (c) while the Company has a class of securities listed on a national securities exchange or a national securities association.
The date on which the Company is required to prepare an accounting restatement is the earlier to occur of: (i) the date on which the Board, a committee of the Board, or any of the Company’s officers authorized to take such action if Board action is not required, conclude or reasonably should have concluded that the Company is required to prepare such an accounting restatement or (ii) the date a court, regulator, or legally authorized body directs the Company to prepare such an accounting restatement.
The date on which Incentive-based Compensation is deemed received is the Company’s first fiscal period during which the performance measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the income-based compensation occurs after the end of that period.
V. Incentive-based Compensation. For purposes of this Policy, “Incentive-based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measure, and includes, without limitation, any such compensation granted under the Company’s short-term incentive compensation programs, executive employment agreements, 2013 Incentive Stock and Awards Plan, 2022 Equity Incentive and Awards Plan and any other compensation arrangements, programs or plans that the Company may adopt from time to time in the future. For these purposes, a “financial reporting measure” is a measure 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, including non-GAAP financial measures, stock price or total shareholder return. 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 Securities and Exchange Commission (“SEC”).
VI. Excess Incentive-based Compensation: Amount Subject to Recovery. The amount to be recovered shall be the excess of the Incentive-based Compensation paid to the Covered Executive based on the erroneous data over the Incentive-based Compensation that would have been paid to the Covered Executive had it been based on the restated results, computed without regard to any taxes paid, all as determined by the Committee.
If the Committee cannot determine the amount of excess Incentive-based Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
VII. Method of Recovery. The Company will recover the amounts of erroneously awarded Incentive-based Compensation reasonably promptly, as determined in compliance with the applicable Nasdaq Rules. The Committee will determine, in its sole discretion, the method for recovering Incentive-based Compensation hereunder which may include, without limitation:
(a) requiring reimbursement of cash Incentive-based Compensation previously paid;
(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;
(d)) cancelling outstanding vested or unvested equity awards; and/or
(e) taking any other remedial and recovery action permitted by law, as determined by the Committee.
To the extent that any Covered Executive fails to repay any erroneously awarded Incentive-based Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such any erroneously awarded Incentive-based Compensation from the Covered Executive. The applicable Covered Executive 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 Incentive-based Compensation in accordance with the immediately preceding sentence.
VIII. Prohibition of Indemnification and Waiver. The Company shall not indemnify any Covered Executive against (a) the loss of any erroneously awarded Incentive-based Compensation or (b) 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 a Covered Executive from the application of this Policy or that waives the Company’s right to recovery hereunder, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
IX. Disclosure Requirements. The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.
X. Interpretation. 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 Nasdaq Rules, Section 10D of the Exchange Act, Rule 10D-1 thereunder and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith.
XI. Effective Date. This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”).
XII. Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. The Committee may terminate this Policy at any time. Notwithstanding anything to the contrary in this Section XII, no amendment or termination of the Policy shall be effective if such amendment or termination would (after taking into account any action taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Nasdaq rule.
XIII. Other Recovery Rights. The Board intends that this Policy will be applied to the fullest extent required by applicable law and the Nasdaq Rules. Any employment agreement, equity award agreement, compensatory plan or similar agreement or arrangement entered into with a Covered Executive shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by such Covered Executive 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 pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company. However, to the extent that the Covered Executive has already reimbursed the Company for any erroneously awarded Incentive-based 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 Incentive-based Compensation that is subject to recovery under this Policy.
XIV. Impracticability. The Committee shall recover any excess Incentive-based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Committee, in accordance with Rule 10D-1 of the Exchange Act and the applicable Nasdaq listing rule.
XV. Successors. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
ATTESTATION AND ACKNOWLEDGEMENT OF CLAWBACK POLICY
By my signature below, I acknowledge and agree:
|
1) |
that I have reviewed the attached Clawback Policy of Superior Group of Companies, Inc. (this “Policy”); |
|
2) |
to abide by all of the terms of this Policy both during and after my employment with Superior Group of Companies, Inc., including, without limitation, by promptly repaying or returning any erroneously awarded Incentive-based Compensation to the Company as determined in accordance with this Policy; and |
|
3) |
that in the event of any inconsistency between this Policy and the terms of any employment agreement to which I am a party, the terms of any compensation plan, program, agreement or arrangement under which any compensation has been granted, awarded, earned or paid, or any other contractual arrangement, I agree that the terms of this Policy shall govern. |
Signature: __________________________
Printed Name: _______________________
Date: ______________________________