Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 6.60M
3: EX-10.27 Material Contract HTML 77K
4: EX-10.28 Material Contract HTML 91K
2: EX-10.3 Material Contract HTML 275K
5: EX-21.1 Subsidiaries List HTML 91K
6: EX-23.1 Consent of Expert or Counsel HTML 38K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 62K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
17: R1 Cover Page HTML 105K
18: R2 Audit Information HTML 43K
19: R3 Consolidated Balance Sheets HTML 180K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 51K
21: R5 Consolidated Statements of Operations HTML 190K
22: R6 Consolidated Statements of Comprehensive (Loss) HTML 73K
Income
23: R7 Consolidated Statements of Equity HTML 124K
24: R8 Consolidated Statements of Cash Flows HTML 300K
25: R9 Description of the Business HTML 60K
26: R10 Summary of Significant Accounting Policies HTML 118K
27: R11 Business Combinations and Asset Acquisitions HTML 65K
28: R12 Investments in Partially Owned Entities HTML 61K
29: R13 Goodwill and Intangible Assets HTML 89K
30: R14 Other Assets HTML 48K
31: R15 Accounts Payable and Accrued Expenses HTML 49K
32: R16 Acquisition, Cyber Incident and Other, Net HTML 65K
33: R17 Debt HTML 134K
34: R18 Derivative Financial Instruments HTML 108K
35: R19 Sale-Leasebacks of Real Estate HTML 60K
36: R20 Lease Accounting HTML 222K
37: R21 Fair Value Measurements HTML 66K
38: R22 Stock-Based Compensation HTML 139K
39: R23 Income Taxes HTML 108K
40: R24 Employee Benefit Plans HTML 415K
41: R25 Commitments and Contingencies HTML 52K
42: R26 Accumulated Other Comprehensive Income (Loss) HTML 71K
43: R27 Geographic Concentrations HTML 106K
44: R28 Segment Information HTML 106K
45: R29 Loss/Earnings per Common Share HTML 58K
46: R30 Revenue from Contracts with Customers HTML 109K
47: R31 Schedule III - Real Estate and Accumulated HTML 1.48M
Depreciation
48: R32 Pay vs Performance Disclosure HTML 50K
49: R33 Insider Trading Arrangements HTML 44K
50: R34 Summary of Significant Accounting Policies HTML 168K
(Policies)
51: R35 Summary of Significant Accounting Policies HTML 59K
(Tables)
52: R36 Business Combinations and Asset Acquisitions HTML 59K
(Tables)
53: R37 Investments in Partially Owned Entities (Tables) HTML 51K
54: R38 Goodwill and Intangible Assets (Tables) HTML 92K
55: R39 Other Assets (Tables) HTML 48K
56: R40 Accounts Payable and Accrued Expenses (Tables) HTML 49K
57: R41 Acquisition, Cyber Incident and Other, Net HTML 59K
(Tables)
58: R42 Debt (Tables) HTML 116K
59: R43 Derivative Financial Instruments (Tables) HTML 101K
60: R44 Sale-Leasebacks of Real Estate (Tables) HTML 57K
61: R45 Lease Accounting (Tables) HTML 116K
62: R46 Fair Value Measurements (Tables) HTML 59K
63: R47 Stock-Based Compensation (Tables) HTML 129K
64: R48 Income Taxes Income Taxes (Tables) HTML 106K
65: R49 Employee Benefit Plans (Tables) HTML 409K
66: R50 Accumulated Other Comprehensive Income (Loss) HTML 71K
(Tables)
67: R51 Geographic Concentrations (Tables) HTML 64K
68: R52 Segment Information (Tables) HTML 74K
69: R53 Loss/Earnings per Common Share (Tables) HTML 57K
70: R54 Revenue from Contracts with Customers (Tables) HTML 101K
71: R55 Description of the Business (Details) HTML 141K
72: R56 Summary of Significant Accounting Policies - HTML 112K
Narrative (Details)
73: R57 Summary of Significant Accounting Policies - HTML 48K
Schedule of Activity of Allowance for Doubtful
Accounts (Details)
74: R58 Summary of Significant Accounting Policies - HTML 45K
Schedule of Distribution (Details)
75: R59 Business Combinations and Asset Acquisitions - HTML 114K
Narrative (Details)
76: R60 Business Combinations and Asset Acquisitions - HTML 67K
Components of Net Gain (Losses) from Discontinued
Operations (Details)
77: R61 Investment in Partially Owned Entities - Schedule HTML 56K
of Investment in Partially Owned Entities
(Details)
78: R62 Investments in Partially Owned Entities - HTML 121K
Narrative (Details)
79: R63 Goodwill and Intangible Assets - Schedule of HTML 69K
Changes in Goodwill (Details)
80: R64 Goodwill and Intangible Assets - Schedule of HTML 54K
Intangible Assets Subject to Amortization
(Details)
81: R65 Goodwill and Intangible Assets - Narrative HTML 71K
(Details)
82: R66 Other Assets (Details) HTML 54K
83: R67 Accounts Payable and Accrued Expenses (Details) HTML 56K
84: R68 Acquisition, Cyber Incident and Other, Net - HTML 59K
Components of Charges (Details)
85: R69 Debt - Summary of Our Outstanding Indebtedness HTML 57K
(Details)
86: R70 Debt - Schedule of Senior Unsecured Notes HTML 71K
(Details)
87: R71 Debt - Schedule of Senior Unsecured Term Loans HTML 75K
(Details)
88: R72 Debt - Schedule of Senior Unsecured Revolving HTML 117K
Credit Facility (Details)
89: R73 Debt - Senior Unsecured Credit Facility (Details) HTML 185K
90: R74 Debt - 2013 Mortgage Loans (Details) HTML 54K
91: R75 Debt - Schedule of Aggregate Maturities of Total HTML 73K
Indebtedness (Details)
92: R76 Derivative Financial Instruments - Narrative HTML 77K
(Details)
93: R77 Derivative Financial Instruments - Interest Rate HTML 78K
Swaps Outstanding (Details)
94: R78 Derivative Financial Instruments - Fair Value HTML 73K
Amounts of Derivative Instruments (Details)
95: R79 Derivative Financial Instruments - Amounts in the HTML 56K
Condensed Consolidated Statement of Operations,
Including Impacts to Accumulated Other
Comprehensive Income (Aoci) (Details)
96: R80 Sale-Leasebacks of Real Estate - Schedule of HTML 63K
Outstanding Sale-Leaseback Financing Obligations
(Details)
97: R81 Sale-Leasebacks of Real Estate - Narrative HTML 101K
(Details)
98: R82 Sale-Leasebacks of Real Estate - Future Minimum HTML 62K
Lease Payments (Details)
99: R83 Lease Accounting - Lessee Narrative (Details) HTML 47K
100: R84 Lease Accounting - Lessee, Lease Expenses HTML 51K
(Details)
101: R85 Lease Accounting - Lessee, Other Information HTML 62K
(Details)
102: R86 Lease Accounting - Lessee, Minimum Lease Payments HTML 95K
(Details)
103: R87 Lease Accounting - Lessor, Narrative (Details) HTML 57K
104: R88 Lease Accounting - Future Minimum Payments to be HTML 52K
Received (Details)
105: R89 Fair Value Measurements (Details) HTML 84K
106: R90 Stock-Based Compensation - Narrative (Details) HTML 165K
107: R91 Stock-Based Compensation - Restricted Stock Units HTML 56K
Grants (Details)
108: R92 Stock-Based Compensation - Restricted Stock Unit HTML 77K
Activity (Details)
109: R93 Stock-Based Compensation - Performance Thresholds HTML 56K
(Details)
110: R94 Stock-Based Compensation - Restricted Stock Units HTML 52K
Valuation Assumptions (Details)
111: R95 Stock-Based Compensation - OP Units Grants HTML 67K
(Details)
112: R96 Stock-Based Compensation - OP Units Activity HTML 67K
(Details)
113: R97 Stock-Based Compensation - Summary of Option HTML 65K
Activity (Details)
114: R98 Income Taxes - Narrative (Details) HTML 57K
115: R99 Income Taxes - Income/(Loss) Before Income Taxes HTML 48K
(Details)
116: R100 Income Taxes - Schedule of Components of Income HTML 66K
Tax Benefit (Expense) (Details)
117: R101 Income Taxes - Reconciliation Schedule (Details) HTML 65K
118: R102 Income Taxes - Temporary Difference (Details) HTML 70K
119: R103 Employee Benefit Plans - Narrative (Details) HTML 97K
120: R104 Employee Benefit Plans - Actuarial Assumptions HTML 208K
(Details)
121: R105 Employee Benefit Plans - Components of Net Period HTML 98K
Benefit Cost (Details)
122: R106 Employee Benefit Plans - Assumptions used HTML 69K
(Details)
123: R107 Employee Benefit Plans - Fair Value of Plan Assets HTML 96K
(Details)
124: R108 Employee Benefit Plans - Estimated Future Benefit HTML 51K
Payments (Details)
125: R109 Employee Benefit Plans - Multiemployer Plans HTML 74K
Contributions (Details)
126: R110 Commitments and Contingencies - Narrative HTML 64K
(Details)
127: R111 Accumulated Other Comprehensive Income (Loss) - HTML 84K
Activity in AOCI (Details)
128: R112 Geographic Concentrations (Details) HTML 69K
129: R113 Segment Information - Narrative (Details) HTML 39K
130: R114 Segment Information - Revenues with a HTML 95K
Reconciliation to Income (Loss) before Income Tax
and Gain (Loss) (Details)
131: R115 Loss/Earnings per Common Share - Reconciliation of HTML 43K
Weighted Average Number of Common Shares
Outstanding (Details)
132: R116 Loss/Earnings per Common Share - Antidilutive HTML 51K
Securities (Details)
133: R117 Revenue from Contracts with Customers - HTML 99K
Disaggregation of Revenue (Details)
134: R118 Revenue from Contracts with Customers - HTML 47K
Performance Obligations, Narrative (Details)
135: R119 Revenue from Contracts with Customers - HTML 47K
Performance Obligations, Expected Timing of
Recognition, Narrative (Details)
136: R120 Revenue from Contracts with Customers - Contract HTML 45K
Balances, Narrative (Details)
137: R121 Schedule III - Real Estate and Accumulated HTML 1.85M
Depreciation (Details)
138: R122 Schedule III - Real Estate and Accumulated HTML 131K
Depreciation - Footnotes (Details)
140: XML IDEA XML File -- Filing Summary XML 262K
143: XML XBRL Instance -- art-20231231_htm XML 10.02M
139: EXCEL IDEA Workbook of Financial Report Info XLSX 441K
13: EX-101.CAL XBRL Calculations -- art-20231231_cal XML 441K
14: EX-101.DEF XBRL Definitions -- art-20231231_def XML 2.27M
15: EX-101.LAB XBRL Labels -- art-20231231_lab XML 4.99M
16: EX-101.PRE XBRL Presentations -- art-20231231_pre XML 2.91M
12: EX-101.SCH XBRL Schema -- art-20231231 XSD 607K
141: JSON XBRL Instance as JSON Data -- MetaLinks 1,077± 1.61M
142: ZIP XBRL Zipped Folder -- 0001628280-24-008042-xbrl Zip 1.27M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.1Americold Realty Trust, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) in accordance with the applicable listing standards of The New York Stock Exchange (the “NYSE”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent this Policy
is in any manner deemed inconsistent with such listing standards, this Policy shall be treated as retroactively amended to be compliant with such listing standards.
1.2Each Executive Officer (as defined herein) shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Appendix B.
1.3The effective date of this Policy is October 2, 2023 (the “Effective Date”).
1.4This Policy replaces the Americold Realty Trust, Inc. Incentive-Based Compensation
Recoupment Policy approved by the Board on January 23, 2018 (the “Prior Policy”). The Prior Policy shall continue to apply to any “incentive-based compensation” (as defined in the Prior Policy) received prior the Effective Date of this Policy.
2.0Definitions
The following words and phrases shall have the following meanings for purposes of this Policy:
2.1Accounting Restatement. An “Accounting Restatement” means any 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).
2.2Board. The “Board” means the Board of Directors of the Company.
2.3Compensation Committee. The “Compensation Committee” means the Compensation Committee of the Board.
2.4Erroneously
Awarded Compensation. “Erroneously Awarded Compensation” is the amount of Incentive-Based Compensation Received 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. For Incentive-Based Compensation based on stock price or total stockholder return (TSR), where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement:
(i) the amount shall be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was Received; and (ii) the
Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
2.5Executive Officer. The term “Executive Officer” means the executive officers identified by the Company in the Company’s filings with the SEC pursuant to Item 401(b) of Regulation S-K and the officers required to file reports under Section 16 of the Exchange Act.
2.6Financial Reporting Measure. A “Financial Reporting Measure” is any measure that is determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure, including non-GAAP measures. Stock price and TSR (and any measures that are derived wholly or in part from stock price or TSR) are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
2.7Incentive-Based Compensation. The term “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. Please refer to Appendix
A to this Policy for a list of examples of Incentive-Based Compensation.
2.8Received. Incentive-Based Compensation is 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 occurs after the end of that period.
2.9SEC. “SEC” means the United States Securities and Exchange Commission.
3.0Statement of Policy
3.1In
the event that the Company is required to prepare an Accounting Restatement, the Company will recover reasonably promptly the amount of all Erroneously Awarded Compensation Received by a person:
i.After beginning service as an Executive Officer;
ii.Who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation;
iii.While the Company has a listed class of
securities listed on the NYSE; and
iv.During the three completed fiscal years immediately preceding the date that the Company is required to prepare the Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. For purposes of this Policy, a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal year
that comprises a period of nine to twelve months would be deemed a completed fiscal year.
3.2Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation Received on or after the Effective Date.
3.3The Company’s obligation to recover Erroneously Awarded Compensation pursuant to this Policy is not dependent on when the restated financial statements are filed.
3.4For purposes of determining the relevant recovery period under this Policy, the date that the Company
is required to prepare an Accounting Restatement is the earliest to occur of: (i) the date the Board, a committee of the Board, or the officer or 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.
4.0Certain Exceptions
4.1The
Company must recover Erroneously Awarded Compensation in compliance with this Policy except to the extent that the conditions of paragraphs (i), (ii) or (iii) in this Section 4.1 are met, and the Compensation Committee, or in the absence of such a committee, a majority of the independent directors serving on the Board, has determined that 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. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide
that documentation to the NYSE.
ii.Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impractical to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the NYSE, that recovery
would result in such a violation, and must provide such opinion to the NYSE.
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 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.0No Indemnification
5.1The Company shall not indemnify any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation pursuant to this Policy. The Company shall not reimburse any Executive Officer or former Executive Officer for premiums
on, or otherwise subsidize or pay for, an insurance policy that would cover such person’s potential clawback obligations under this Policy.
6.0Public Disclosures
6.1The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable SEC filings.
7.0Application to Other Persons
7.1In addition to the Executive Officers and former Executive Officers, this
Policy shall apply to any other employee of the Company or its subsidiaries designated by the Compensation Committee or the Board as a person covered by this Policy by notice to the employee (“Other Covered Person”).
7.2Unless otherwise determined by the Compensation Committee or the Board, this Policy shall apply to an Other Covered Person as if such individual was an Executive Officer during the relevant periods described in Section 3.0.
7.3The Compensation Committee or the Board may, in its discretion, limit recovery of Erroneously Awarded Compensation from an Other Covered Person to situations in which an Accounting
Restatement was caused or contributed to by the Other Covered Person’s fraud, willful misconduct or gross negligence.
7.4In addition, the Compensation Committee or the Board shall have discretion as to (i) whether to seek to recover Erroneously Awarded Compensation from an Other Covered Person, (ii) the amount of the Erroneously Awarded Compensation to be recovered from an Other Covered Person, and (iii) the method of recovering any such Erroneously Awarded Compensation from an Other Covered Person. In exercising such discretion, the Compensation Committee or the Board may take into account such considerations as it deems appropriate, including whether the assertion of a claim may violate applicable law or prejudice the interests of the Company in any related proceeding or investigation.
8.0Interpretation;
Enforcement
8.1The Compensation Committee shall have full authority to interpret and enforce this Policy to the fullest extent permitted by law.
8.2The Compensation Committee shall determine, in its sole discretion, the appropriate means to seek recovery of any Erroneously Awarded Compensation, which may include, without limitation: (i) requiring cash reimbursement; (ii) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (iii) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Executive Officer; (iv) canceling outstanding vested or
unvested equity awards; or (v) taking any other remedial and recovery action permitted by law, as determined by the Compensation Committee.
8.3The Compensation Committee shall determine the repayment schedule for any Erroneously Awarded Compensation in a manner that complies with the “reasonably promptly” requirement set forth in Section 3.1 hereof. Such determination shall be consistent with any applicable legal guidance by the SEC, judicial opinion or otherwise. The determination with respect to “reasonably promptly” recovery may vary from case to case and the Compensation Committee is authorized to adopt additional rules to further describe what repayment schedules satisfies this requirement.
8.4To the extent an Executive Officer, former Executive
Officer or Other Covered Person refuses to pay to the Company any Erroneously Awarded Compensation, the Company shall have the right to sue for repayment or, to the extent legally permitted, to enforce such person’s obligation to make payment by withholding unpaid or future compensation.
8.5Any determination by the Compensation Committee or the Board with respect to this Policy shall be final, conclusive, and binding on all interested parties.
9.0Non-Exclusivity
9.1Nothing in this Policy shall be viewed as limiting the right of
the Company or the Compensation Committee to pursue recoupment under or as provided by the Company’s plans, awards, policies or agreements or the applicable provisions of any law, rule or regulation (including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002).
10.0Policy Controls
10.1If the requirement to recover Erroneously Awarded Compensation is triggered under this Policy, then, in the event of any actual or alleged conflict between the provisions of this Policy and a similar clause or provision in any of the
Company’s plans, awards, policies or agreements, this Policy shall be controlling and determinative; provided that, if such other plan, award, policy or agreement provides that a greater amount of compensation
shall be subject to clawback, the provisions of such other plan, award, policy or agreement shall apply to the amount in excess of the amount subject to clawback under this Policy.
11.0Amendment
11.1The Compensation Committee may amend this Policy, provided that any such amendment does not cause this Policy to violate applicable listing standards of the NYSE or Rule 10D-1
under the Exchange Act.
12.0Exhibit Filing Requirement
12. 1 A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
APPENDIX A
Examples of Incentive-Based Compensation
Examples of compensation that constitutes
Incentive-Based Compensation for purposes of this Policy include, but are not limited to, the following:
•Non-equity incentive plan awards earned based wholly or in part on satisfying a Financial Reporting Measure performance goal.
•Bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal.
•Other cash awards based wholly or in part on satisfying a Financial Reporting Measure performance goal.
•Equity-based awards (e.g., restricted stock, restricted stock units,
performance share units, OP profits units, stock options, and stock appreciation rights) that are granted or become vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.
•Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.
Examples of compensation that does not constitute Incentive-Based Compensation for purposes of this Policy include the following:
•Salary or salary increases for which the increase is not contingent upon achieving any Financial Reporting Measure performance goal.
•Bonuses
paid solely at the discretion of the Compensation Committee or Board that are not paid from a bonus pool, the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal.
•Bonuses paid solely upon satisfying one or more subjective standards (e.g., demonstrated leadership) and/or completion of a specified employment period.
•Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture) or operational measures (e.g., opening a specified number of stores, completion of a project, or increase in market share).
•Equity awards for which the
grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-Financial Reporting Measures.
APPENDIX B
Dates Referenced Herein and Documents Incorporated by Reference
