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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Daseke, Inc. 10-K 12/31/23 102:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.24M
2: EX-10.43 Material Contract HTML 53K
3: EX-10.44 Material Contract HTML 49K
4: EX-21.1 Subsidiaries List HTML 33K
5: EX-23.1 Consent of Expert or Counsel HTML 28K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 43K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
12: R1 Document and Entity Information HTML 102K
13: R2 Consolidated Balance Sheets HTML 142K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
15: R4 Consolidated Statements of Operations and HTML 157K
Comprehensive Income (Loss)
16: R5 Consolidated Statements of Changes in HTML 110K
Stockholders' Equity
17: R6 Consolidated Statements of Cash Flows HTML 154K
18: R7 Nature of Operations and Summary of Significant HTML 147K
Accounting Policies
19: R8 Leases HTML 225K
20: R9 Acquisitions HTML 43K
21: R10 Other Current Assets HTML 51K
22: R11 Goodwill and Intangible Assets HTML 141K
23: R12 Property and Equipment HTML 51K
24: R13 Integration and Restructuring HTML 38K
25: R14 Accrued Expenses and Other Liabilities HTML 52K
26: R15 Long-Term Debt HTML 115K
27: R16 Income Taxes HTML 182K
28: R17 Related Party Transactions HTML 48K
29: R18 Stockholders' Equity HTML 78K
30: R19 Stock-Based Compensation HTML 183K
31: R20 Defined Contribution Plan HTML 32K
32: R21 Commitments and Contingencies HTML 33K
33: R22 Reportable Segments HTML 180K
34: R23 Earnings (Loss) Per Share HTML 113K
35: R24 Subsequent Events HTML 31K
36: R25 Nature of Operations and Summary of Significant HTML 199K
Accounting Policies (Policies)
37: R26 Nature of Operations and Summary of Significant HTML 73K
Accounting Policies (Tables)
38: R27 Leases (Tables) HTML 223K
39: R28 Acquisitions (Tables) HTML 40K
40: R29 Other Current Assets (Tables) HTML 51K
41: R30 Goodwill and Intangible Assets (Tables) HTML 135K
42: R31 Property and Equipment (Tables) HTML 48K
43: R32 Accrued Expenses and Other Liabilities (Tables) HTML 52K
44: R33 Long-Term Debt (Tables) HTML 91K
45: R34 Income Taxes (Tables) HTML 178K
46: R35 Related Party Transactions (Tables) HTML 41K
47: R36 Stock-Based Compensation (Tables) HTML 154K
48: R37 Reportable Segments (Tables) HTML 174K
49: R38 Earnings (Loss) Per Share (Tables) HTML 109K
50: R39 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 33K
ACCOUNTING POLICIES - Proposed Merger (Details)
51: R40 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 38K
ACCOUNTING POLICIES - Accounts Receivable and Cash
and Cash Equivalents (Details)
52: R41 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 61K
ACCOUNTING POLICIES - Property and Equipment
(Details)
53: R42 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 30K
ACCOUNTING POLICIES - Property and Equipment -
Additional Information (Details)
54: R43 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 35K
ACCOUNTING POLICIES - Leases (Details)
55: R44 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 32K
ACCOUNTING POLICIES - Revenue Accounting (Details)
56: R45 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 43K
ACCOUNTING POLICIES - Goodwill and Intangible
Assets (Details)
57: R46 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 36K
ACCOUNTING POLICIES - Concentrations of Credit
Risk (Details)
58: R47 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 32K
ACCOUNTING POLICIES - Deferred Financing Fees
(Details)
59: R48 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT HTML 47K
ACCOUNTING POLICIES - Changes in Warrant Liability
(Details)
60: R49 LEASES - Change in Accounting Principle (Details) HTML 51K
61: R50 LEASES - Components of lease expense (Details) HTML 55K
62: R51 LEASES - Components of assets and liabilities HTML 73K
(Details)
63: R52 LEASES - Future payments on leases (Details) HTML 85K
64: R53 LEASES - Weighted average lease term and discount HTML 37K
rate (Details)
65: R54 LEASES - Lessor (Details) HTML 43K
66: R55 LEASES - Future Minimum Lease Receipts (Details) HTML 42K
67: R56 ACQUISITIONS - Additional information (Details) HTML 37K
68: R57 ACQUISITIONS - Schedule of Purchase Price HTML 45K
Allocation of Net Assets - (Details)
69: R58 Other Current Assets (Details) HTML 47K
70: R59 Goodwill and Intangible Assets (Details) HTML 47K
71: R60 Goodwill and Intangible Assets - Other Intangibles HTML 97K
(Details)
72: R61 Property and Equipment (Details) HTML 45K
73: R62 Property and Equipment - Additional Information HTML 30K
(Details)
74: R63 Integration and Restructuring (Details) HTML 48K
75: R64 Accrued Expenses and Other Liabilities (Details) HTML 45K
76: R65 Long-Term Debt (Details) HTML 47K
77: R66 Long-Term Debt - Term Loan and ABL Facility HTML 124K
(Details)
78: R67 LONG-TERM DEBT - Equipment and Real Estate Loans HTML 47K
(Details)
79: R68 LONG-TERM DEBT - Future principal payments on HTML 60K
long-term debt (Details)
80: R69 INCOME TAXES - Components of the Company's HTML 56K
Provision for Income Taxes (Details)
81: R70 INCOME TAXES - Effective Income Tax and the U.S. HTML 69K
Statutory Income Tax Rate (Details)
82: R71 INCOME TAXES - Deferred Tax Assets and Liabilities HTML 66K
(Details)
83: R72 INCOME TAXES - Additional Information (Details) HTML 35K
84: R73 RELATED PARTY TRANSACTIONS - Lease Payments HTML 51K
(Details)
85: R74 Stockholders' Equity (Details) HTML 179K
86: R75 STOCK-BASED COMPENSATION - Options (Details) HTML 58K
87: R76 STOCK-BASED COMPENSATION - Option Activity HTML 87K
(Details)
88: R77 Stock Based Compensation - Non Vested Shares HTML 57K
(Details)
89: R78 STOCK-BASED COMPENSATION - Restricted Stock HTML 60K
(Details)
90: R79 STOCK-BASED COMPENSATION - Aggregate (Details) HTML 112K
91: R80 STOCK-BASED COMPENSATION - Restricted Stock Unit HTML 53K
Award (Details)
92: R81 STOCK-BASED COMPENSATION - Performance Stock Unit HTML 57K
Grants Under the Plan (Details)
93: R82 Defined Contribution Plan (Details) HTML 29K
94: R83 Commitments and Contingencies (Details) HTML 29K
95: R84 Reportable Segments (Details) HTML 89K
96: R85 Earnings (Loss) Per Share (Details) HTML 102K
97: R86 Subsequent Events (Details) HTML 33K
99: XML IDEA XML File -- Filing Summary XML 188K
102: XML XBRL Instance -- dske-20231231_htm XML 3.88M
98: EXCEL IDEA Workbook of Financial Report Info XLSX 211K
11: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.87M
Linkbases Document -- dske-20231231
100: JSON XBRL Instance as JSON Data -- MetaLinks 699± 1.13M
101: ZIP XBRL Zipped Folder -- 0000950170-24-028034-xbrl Zip 631K
| EX-97.1 |
Exhibit 97.1
DASEKE, INC.
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
(Adopted as of August 8, 2023)
PURPOSE
Daseke, Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.
ADMINISTRATION
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee 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 Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.
RECOUPMENT; ACCOUNTING RESTATEMENT
In the event that 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 (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the
Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an 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.
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 a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover); earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
2
OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY
The amount to be recovered will be 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, and must be computed without regard to any taxes paid (the “Overpayment”). 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 vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
For 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 the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.
METHOD OF RECOUPMENT
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:
LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS
The right to recovery will be limited to Overpayments received during the three completed fiscal years prior to the date on which the Company is required to prepare an 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. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
3
NO INDEMNIFICATION
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.
INTERPRETATION
The Compensation Committee 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 and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of NASDAQ Listing Rule 5608.
AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.
OTHER RECOUPMENT RIGHTS
The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy 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. 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, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.
IMPRACTICABILITY
The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable because:
4
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/7/24 | |||
| For Period end: | 12/31/23 | 4 | ||
| 8/8/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Daseke, Inc. 10-K/A 12/31/23 13:1.2M EdgarAgents LLC/FA |