|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Scholar Rock Holding Corp. 10-K 12/31/23 87:9.9M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.26M
3: EX-10.32 Material Contract HTML 165K
2: EX-10.8 Material Contract HTML 23K
4: EX-21.1 Subsidiaries List HTML 23K
5: EX-23.1 Consent of Expert or Counsel HTML 25K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 40K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
15: R1 Document and Entity Information HTML 92K
16: R2 Consolidated Balance Sheets HTML 120K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
18: R4 Consolidated Statements of Operations and HTML 85K
Comprehensive Loss
19: R5 Consolidated Statements of Stockholders' Equity HTML 77K
20: R6 Consolidated Statements of Cash Flows HTML 108K
21: R7 Nature of the Business and Basis of Presentation HTML 33K
22: R8 Summary of Significant Accounting Policies HTML 86K
23: R9 Fair Value of Financial Assets and Liabilities HTML 77K
24: R10 Marketable Securities HTML 68K
25: R11 Prepaid Expenses and Other Assets HTML 53K
26: R12 Property and Equipment, Net HTML 43K
27: R13 Accrued Expenses HTML 39K
28: R14 Preferred Stock HTML 30K
29: R15 Common Stock HTML 39K
30: R16 Equity-Based Compensation HTML 107K
31: R17 Income Taxes HTML 79K
32: R18 Commitments and Contingencies HTML 58K
33: R19 Debt HTML 41K
34: R20 Agreements HTML 28K
35: R21 Net Loss per Share HTML 45K
36: R22 Retirement Plan HTML 29K
37: R23 Restructuring HTML 27K
38: R24 Summary of Significant Accounting Policies HTML 132K
(Policies)
39: R25 Summary of Significant Accounting Policies HTML 43K
(Tables)
40: R26 Fair Value of Financial Assets and Liabilities HTML 75K
(Tables)
41: R27 Marketable Securities (Tables) HTML 65K
42: R28 Prepaid Expenses and Other Assets (Tables) HTML 54K
43: R29 Property and Equipment, Net (Tables) HTML 42K
44: R30 Accrued Expenses (Tables) HTML 38K
45: R31 Common Stock (Tables) HTML 34K
46: R32 Equity-Based Compensation (Tables) HTML 107K
47: R33 Income Taxes (Tables) HTML 73K
48: R34 Commitments and Contingencies (Tables) HTML 53K
49: R35 Debt (Tables) HTML 31K
50: R36 Net Loss per Share (Tables) HTML 46K
51: R37 Summary of Significant Accounting Policies - Cash HTML 31K
(Details)
52: R38 Summary of Significant Accounting Policies - HTML 36K
Property and Equipment (Details)
53: R39 Summary of Significant Accounting Policies - Misc HTML 30K
(Details)
54: R40 Fair Value of Financial Assets and Liabilities - HTML 41K
(Details)
55: R41 Marketable Securities - Summary of Investments HTML 45K
(Details)
56: R42 Prepaid Expenses and Other Assets (Details) HTML 43K
57: R43 Property and Equipment, Net (Details) HTML 45K
58: R44 Accrued Expenses (Details) HTML 33K
59: R45 Common Stock - (Details) HTML 59K
60: R46 Common Stock - Reserved (Details) HTML 42K
61: R47 Equity-Based Compensation - 2017 and 2018 Plan HTML 41K
(Details)
62: R48 Equity-Based Compensation - 2018 ESPP (Details) HTML 41K
63: R49 Equity-Based Compensation - 2022 Plan (Details) HTML 39K
64: R50 Equity-Based Compensation - Expense (Details) HTML 32K
65: R51 Equity-Based Compensation - Unrecognized Expense HTML 32K
(Details)
66: R52 Equity-Based Compensation - Restricted stock HTML 49K
(Details)
67: R53 Equity-Based Compensation - Stock Options HTML 66K
(Details)
68: R54 Equity-Based Compensation - Assumptions (Details) HTML 34K
69: R55 Income Taxes - Reconciliation (Details) HTML 41K
70: R56 Income Taxes - Deferred Tax Assets (Liabilities) HTML 50K
(Details)
71: R57 Income Taxes - Additional Information (Details) HTML 42K
72: R58 Commitments and Contingencies (Details) HTML 70K
73: R59 Commitments and Contingencies - Maturities HTML 37K
(Details)
74: R60 Debt (Details) HTML 68K
75: R61 Debt - Future Payments (Details) HTML 54K
76: R62 Agreements - Gilead (Details) HTML 34K
77: R63 Net Loss per Share - Calculation (Details) HTML 53K
78: R64 Net Loss per Share - Antidilutive (Details) HTML 38K
79: R65 Retirement Plan (Details) HTML 30K
80: R66 Restructuring (Details) HTML 37K
81: R67 Pay vs Performance Disclosure HTML 35K
82: R68 Insider Trading Arrangements HTML 29K
84: XML IDEA XML File -- Filing Summary XML 153K
87: XML XBRL Instance -- srrk-20231231x10k_htm XML 1.53M
83: EXCEL IDEA Workbook of Financial Report Info XLSX 141K
11: EX-101.CAL XBRL Calculations -- srrk-20231231_cal XML 175K
12: EX-101.DEF XBRL Definitions -- srrk-20231231_def XML 492K
13: EX-101.LAB XBRL Labels -- srrk-20231231_lab XML 1.04M
14: EX-101.PRE XBRL Presentations -- srrk-20231231_pre XML 875K
10: EX-101.SCH XBRL Schema -- srrk-20231231 XSD 137K
85: JSON XBRL Instance as JSON Data -- MetaLinks 488± 722K
86: ZIP XBRL Zipped Folder -- 0001558370-24-003540-xbrl Zip 1.29M
Scholar Rock holding corporation
COMPENSATION RECOVERY POLICY
Adopted as of November 28, 2023
Scholar Rock Holding Corporation, a Delaware 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 Nasdaq Stock Market.
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. 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 |
[Signature Page to Scholar Rock Holding Corporation Board Consent]
| served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation). |
| f. | “Effective Date” means December 1, 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 Nasdaq Stock Market LLC. |
| i. | “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 and received Incentive-Based Compensation after beginning service in any such role (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role): the president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any 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 or subsidiaries 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. |
| k. | “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. |
| l. | “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. |
| m. | “Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date 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; or (ii) 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; |
| 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; provided, however, that the Board shall have exclusive authority to authorize the Company to prepare a Financial Restatement. In doing so, the Board may rely on a recommendation of the Audit Committee of the Board. 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 indemnification for Erroneously Awarded Compensation or for any losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/19/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 11/28/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Scholar Rock Holding Corp. S-8 3/19/24 4:125K Toppan Merrill Bridge/FA |