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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/24 Nortech Systems Inc. 10-K 12/31/23 72:7.1M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.33M
2: EX-21 Subsidiaries List HTML 20K
3: EX-23 Consent of Expert or Counsel HTML 20K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 33K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
13: R1 Document And Entity Information HTML 90K
14: R2 Consolidated Statements of Income and HTML 104K
Comprehensive Income
15: R3 Consolidated Balance Sheet HTML 141K
16: R4 Consolidated Balance Sheet (Parentheticals) HTML 42K
17: R5 Consolidated Statements of Cash Flows HTML 136K
18: R6 Consolidated Statements of Shareholders' Equity HTML 52K
19: R7 Note 1 - Summary of Significant Accounting HTML 140K
Policies
20: R8 Note 2 - Concentration of Credit Risk and Major HTML 24K
Customers
21: R9 Note 3 - Other Intangible Assets HTML 45K
22: R10 Note 4 - Financing Arrangements HTML 28K
23: R11 Note 5 - Leases HTML 84K
24: R12 Note 6 - Income Taxes HTML 100K
25: R13 Note 7 - 401(K) Retirement Plan HTML 26K
26: R14 Note 8 - Incentive Plans HTML 66K
27: R15 Note 9 - Commitments and Contingencies HTML 25K
28: R16 Note 10 - Employee Retention Credit and Payroll HTML 24K
Tax Deferral
29: R17 Note 11 - Related Party Transactions HTML 29K
30: R18 Note 12 - Subsequent Events HTML 25K
31: R19 Insider Trading Arrangements HTML 29K
32: R20 Significant Accounting Policies (Policies) HTML 190K
33: R21 Note 1 - Summary of Significant Accounting HTML 117K
Policies (Tables)
34: R22 Note 3 - Other Intangible Assets (Tables) HTML 45K
35: R23 Note 5 - Leases (Tables) HTML 85K
36: R24 Note 6 - Income Taxes (Tables) HTML 100K
37: R25 Note 8 - Incentive Plans (Tables) HTML 58K
38: R26 Note 1 - Summary of Significant Accounting HTML 65K
Policies (Details Textual)
39: R27 Note 1 - Summary of Significant Accounting HTML 30K
Policies - Inventories (Details)
40: R28 Note 1 - Summary of Significant Accounting HTML 45K
Policies - Property and Equipment (Details)
41: R29 Note 1 - Summary of Significant Accounting HTML 26K
Policies - Net Sales (Details)
42: R30 Note 1 - Summary of Significant Accounting HTML 41K
Policies - Disaggregation Of Revenue (Details)
43: R31 Note 1 - Summary of Significant Accounting HTML 29K
Policies - Noncurrent Assets (Details)
44: R32 Note 1 - Summary of Significant Accounting HTML 36K
Policies - Noncurrent Assets By Country (Details)
45: R33 Note 2 - Concentration of Credit Risk and Major HTML 37K
Customers (Details Textual)
46: R34 Note 3 - Other Intangible Assets (Details Textual) HTML 29K
47: R35 Note 3 - Other Intangible Assets - Schedule of HTML 34K
Finite-lived Intangible Assets (Details)
48: R36 Note 3 - Other Intangible Assets - Estimated HTML 34K
Future Annual Amortization Expense (Details)
49: R37 Note 4 - Financing Arrangements (Details Textual) HTML 46K
50: R38 Note 5 - Leases (Details Textual) HTML 23K
51: R39 Note 5 - Leases - Lease Cost (Details) HTML 42K
52: R40 Note 5 - Leases - Supplemental Balance Sheet HTML 36K
Information (Details)
53: R41 Note 5 - Leases - Maturity of Lease Liabilities HTML 75K
(Details)
54: R42 Note 6 - Income Taxes (Details Textual) HTML 41K
55: R43 Note 6 - Income Taxes - Income Tax Expense HTML 39K
(Details)
56: R44 Note 6 - Income Taxes - Income Tax Reconciliation HTML 52K
(Details)
57: R45 Note 6 - Income Taxes - Income (Loss) From HTML 29K
Operations Before Income Taxes (Details)
58: R46 Note 6 - Income Taxes - Deferred Tax Assets HTML 61K
(Liabilities) (Details)
59: R47 Note 6 - Income Taxes - Unrecognized Tax Benefits HTML 25K
(Details)
60: R48 Note 7 - 401(K) Retirement Plan (Details Textual) HTML 28K
61: R49 Note 8 - Incentive Plans (Details Textual) HTML 78K
62: R50 Note 8 - Incentive Plans - Stock Option HTML 29K
Assumptions (Details)
63: R51 Note 8 - Incentive Plans - Option Activity HTML 54K
(Details)
64: R52 Note 9 - Commitments and Contingencies (Details HTML 24K
Textual)
65: R53 Note 10 - Employee Retention Credit and Payroll HTML 24K
Tax Deferral (Details Textual)
66: R54 Note 11 - Related Party Transactions (Details HTML 50K
Textual)
67: R55 Note 12 - Subsequent Events (Details Textual) HTML 31K
69: XML IDEA XML File -- Filing Summary XML 127K
72: XML XBRL Instance -- nsys20231231_10k_htm XML 1.47M
68: EXCEL IDEA Workbook of Financial Report Info XLSX 115K
12: EX-101.CAL XBRL Calculations -- nsys-20231231_cal XML 199K
9: EX-101.DEF XBRL Definitions -- nsys-20231231_def XML 1.24M
10: EX-101.LAB XBRL Labels -- nsys-20231231_lab XML 1.07M
11: EX-101.PRE XBRL Presentations -- nsys-20231231_pre XML 1.27M
8: EX-101.SCH XBRL Schema -- nsys-20231231 XSD 169K
70: JSON XBRL Instance as JSON Data -- MetaLinks 466± 736K
71: ZIP XBRL Zipped Folder -- 0001437749-24-008690-xbrl Zip 267K
Exhibit 97.1
NORTECH SYSTEMS, INCORPORATED
CLAWBACK POLICY
Introduction
The Board of Directors (the "Board") of the Nortech Systems, Incorporated (the “Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the "Policy"). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act") and Nasdaq Listing Rule 5608 (the "Clawback Listing Standards").
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation and Talent Committee, in which case references herein to the Board shall be deemed references to the Compensation and Talent Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company's current and former executive officers, as determined by the Board in accordance with the definition in Section 10D of the Exchange Act and the Clawback Listing Standards including without limitation the Company’s president, principal financial officer, principal accounting officer, any vice-president of the Company in charge of a principal business unit, division, or function (such as operations, sales, people operations, or finance), any other officer who performs a policy-making function ("Covered Executives").
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements 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 or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, 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.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
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Annual bonuses and other short- and long-term cash incentives. |
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Stock options. |
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Stock appreciation rights. |
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Restricted stock. |
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Restricted stock units. |
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Performance shares. |
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Performance units. |
Financial reporting measures include (but are not limited to):
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Company stock price. |
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Net sales. |
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Gross Margin or Gross Profit |
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Earnings before interest, taxes, depreciation, and amortization (EBITDA). |
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Liquidity measures such as working capital or free cash flow. |
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Earnings measures such as earnings per share. |
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Bookings |
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, without regard to any taxes paid by the Covered Executive in respect of the Incentive Compensation paid based on the erroneous data.
If the Board cannot determine the amount of excess Incentive 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.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
(a) requiring reimbursement of cash Incentive 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 Board.
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded 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, any applicable rules or standards adopted by the Securities and Exchange Commission, and the Clawback Listing Standards.
Effective Date
This Policy shall be effective as of November 30, 2023 (the "Effective Date") and shall apply to Incentive Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive Compensation was approved, awarded, or granted to Covered Executives prior to the Effective Date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with the Clawback Listing Standards and any other rules or standards adopted by a national securities exchange on which the Company's securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
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 in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Relationship to Other Plans and Agreements
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any 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 the terms of this Policy. In the event of any inconsistency between the terms of the Policy and the terms of any employment agreement, equity award agreement, or similar agreement under which Incentive Compensation has been granted, awarded, earned or paid to a Covered Executive, whether or not deferred, the terms of the Policy shall govern.
Acknowledgment
The Covered Executive shall sign an acknowledgment form in the form attached hereto as Exhibit A in which they acknowledge that they have read and understand the terms of the Policy and are bound by the Policy.
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 the listing standards of the national securities exchange on which the Company's securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/20/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 11/30/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 Nortech Systems Inc. 8-K:1,9 2/29/24 12:1M RDG Filings/FA 12/05/23 Nortech Systems Inc. 8-K:5,8,9 12/01/23 13:276K RDG Filings/FA 3/02/22 Nortech Systems Inc. 8-K:5,9 3/01/22 13:325K RDG Filings/FA 9/01/20 Nortech Systems Inc. 8-K:1,9 8/27/20 4:528K RDG Filings/FA 3/19/20 Nortech Systems Inc. 10-K 12/31/19 72:6.2M RDG Filings/FA 9/11/19 Nortech Systems Inc. 8-K:5,9 9/09/19 4:206K RDG Filings/FA 4/01/19 Nortech Systems Inc. 10-K 12/31/18 61:8.3M Toppan Merrill/FA 2/27/18 Nortech Systems Inc. 8-K:1,9 2/21/18 4:31M Toppan Merrill/FA 3/22/17 Nortech Systems Inc. DEF 14A 5/03/17 1:1M Toppan Merrill/FA 3/22/16 Nortech Systems Inc. 10-K 12/31/15 50:6.9M Toppan Merrill-FA 4/09/15 Nortech Systems Inc. 8-K:1,9 4/01/15 3:908K Toppan Merrill/FA 7/16/96 Nortech Systems Inc. S-1/A 6:150K Toppan Merrill-FA2/FA |