SEC Info - Intellia Therapeutics, Inc. - ‘10-K’ for 12/31/23

SEC Info℠

Home

My Interests

Help

Please Sign In

Intellia Therapeutics, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Thursday, 2/22/24, at 4:02pm ET · For: 12/31/23 · Accession #: 950170-24-18736 · File #: 1-37766

Previous ‘10-K’: ‘10-K’ on 2/23/23 for 12/31/22 · Latest ‘10-K’: This Filing · 17 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Intellia Therapeutics, Inc.       10-K       12/31/23   89:12M                                    Donnelley … Solutions/FA

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.03M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     77K 
 3: EX-10.23    Material Contract                                   HTML     75K 
 4: EX-21.1     Subsidiaries List                                   HTML     26K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     27K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     51K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
11: R1          Document and Entity Information                     HTML    100K 
12: R2          Consolidated Balance Sheets                         HTML    125K 
13: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
14: R4          Consolidated Statements of Operations and           HTML     97K 
                Comprehensive Loss                                               
15: R5          Consolidated Statements of Operations and           HTML     27K 
                Comprehensive Loss (Parenthetical)                               
16: R6          Consolidated Statements of Stockholders' Equity     HTML    115K 
17: R7          Consolidated Statements of Stockholders' Equity     HTML     34K 
                (Parenthetical)                                                  
18: R8          Consolidated Statements of Cash Flows               HTML    149K 
19: R9          Consolidated Statements of Cash Flows               HTML     26K 
                (Parenthetical)                                                  
20: R10         Pay vs Performance Disclosure                       HTML     38K 
21: R11         Insider Trading Arrangements                        HTML     35K 
22: R12         Nature of Operations                                HTML     37K 
23: R13         Summary of Significant Accounting Policies          HTML     92K 
24: R14         Marketable Securities                               HTML     95K 
25: R15         Fair Value Measurements                             HTML    135K 
26: R16         Property and Equipment, Net                         HTML     53K 
27: R17         Accrued Expenses                                    HTML     46K 
28: R18         Income Taxes                                        HTML    125K 
29: R19         Commitments and Contingencies                       HTML     32K 
30: R20         Collaborations and Other Arrangements               HTML    122K 
31: R21         Equity-Method Investment and Other Investments      HTML     42K 
32: R22         Rewrite Acquisition                                 HTML     47K 
33: R23         Leases                                              HTML     85K 
34: R24         Stock-Based Compensation                            HTML    154K 
35: R25         Loss Per Share                                      HTML     59K 
36: R26         Stockholders? Equity                                HTML     48K 
37: R27         Related Party Transactions                          HTML     38K 
38: R28         401(k) Plan                                         HTML     33K 
39: R29         Subsequent Event                                    HTML     31K 
40: R30         Summary of Significant Accounting Policies          HTML    142K 
                (Policies)                                                       
41: R31         Summary of Significant Accounting Policies          HTML     34K 
                (Tables)                                                         
42: R32         Marketable Securities (Tables)                      HTML     89K 
43: R33         Fair Value Measurements (Tables)                    HTML    127K 
44: R34         Property and Equipment, Net (Tables)                HTML     50K 
45: R35         Accrued Expenses (Tables)                           HTML     45K 
46: R36         Income Taxes (Tables)                               HTML    110K 
47: R37         Collaborations and Other Arrangements (Tables)      HTML     71K 
48: R38         Rewrite Acquisition (Tables)                        HTML     39K 
49: R39         Leases (Tables)                                     HTML     80K 
50: R40         Stock-Based Compensation (Tables)                   HTML    139K 
51: R41         Loss Per Share (Tables)                             HTML     61K 
52: R42         Nature of Operations - Additional Information       HTML     29K 
                (Detail)                                                         
53: R43         Summary of Significant Accounting Policies -        HTML     36K 
                Additional Information (Detail)                                  
54: R44         Summary of Significant Accounting Policies -        HTML     40K 
                Summary of Property and Equipment at Cost and                    
                Recognizes Depreciation and Amortization Using the               
                Straight-Line Method Over Estimated Useful Lives                 
                (Detail)                                                         
55: R45         Marketable Securities - Summary of Available        HTML     49K 
                -for-sale Marketable Securities (Detail)                         
56: R46         Marketable Securities - Additional Information      HTML     35K 
                (Detail)                                                         
57: R47         Fair Value Measurements - Summary of Financial      HTML     63K 
                Assets and Liabilities Recognized at Fair Value on               
                Recurring Basis (Detail)                                         
58: R48         Fair Value Measurements - Additional Information    HTML     52K 
                (Detail)                                                         
59: R49         Fair Value Measurements - Schedule of Change in     HTML     38K 
                Fair Value of the Contingent Consideration                       
                Liabilities (Detail)                                             
60: R50         Property and Equipment, Net - Schedule of Property  HTML     45K 
                and Equipment (Detail)                                           
61: R51         Property and Equipment, Net - Additional            HTML     28K 
                Information (Detail)                                             
62: R52         Accrued Expenses - Schedule of Accrued Expenses     HTML     38K 
                (Detail)                                                         
63: R53         Income Taxes - Schedule of Reconciliation of the    HTML     47K 
                Federal Statutory Income Tax Rate and the                        
                Company's Effective Income Tax Rate (Detail)                     
64: R54         Income Taxes - Summary of Company's Net Deferred    HTML     67K 
                Tax Assets (Liabilities) (Detail)                                
65: R55         Income Taxes - Additional Information (Detail)      HTML     78K 
66: R56         Collaborations and Other Arrangements - Summary of  HTML     41K 
                Changes in Accounts Receivable and Contract                      
                Liabilities (Detail)                                             
67: R57         Collaborations and Other Arrangements- Summary of   HTML     28K 
                Revenues Recognized Resulting from Changes in                    
                Contract Liability Balance (Detail)                              
68: R58         Collaborations and Other Arrangements - Additional  HTML    153K 
                Information (Detail)                                             
69: R59         Equity-Method Investment and Other Investments -    HTML     79K 
                Additional Information (Detail)                                  
70: R60         Rewrite Acquisition - Additional Information        HTML     55K 
                (Detail)                                                         
71: R61         Rewrite Acquisition - Summary of Transaction Price  HTML     46K 
                Determined and Allocated (Detail)                                
72: R62         Leases - Additional Information (Detail)            HTML     76K 
73: R63         Leases - Summary of Lease Costs and Other           HTML     46K 
                Information (Detail)                                             
74: R64         Leases - Schedule of Reconciliation of              HTML     45K 
                Undiscounted Cash Flows for Operating Lease                      
                Liabilities / Future Minimum Lease Payments                      
                (Detail)                                                         
75: R65         Stock-Based Compensation - Schedule of              HTML     33K 
                Equity-Based Compensation Expense (Detail)                       
76: R66         Stock-Based Compensation - Additional Information   HTML    117K 
                (Detail)                                                         
77: R67         Stock-Based Compensation - Summary of Restricted    HTML     47K 
                Stock Activity (Detail)                                          
78: R68         Stock-Based Compensation - Summary of Weighted      HTML     56K 
                Average Assumptions Used to Compute Fair Value of                
                Option Granted (Detail)                                          
79: R69         Stock-Based Compensation - Summary of Stock Option  HTML     60K 
                Activity (Detail)                                                
80: R70         Loss Per Share - Schedule of Basic and Diluted Net  HTML     56K 
                Loss Per Share (Detail)                                          
81: R71         Loss Per Share - Potential Dilutive Securities      HTML     34K 
                Excluded from Computation of Diluted Net Loss Per                
                Common Share (Detail)                                            
82: R72         Stockholders' Equity - Additional Information       HTML     79K 
                (Detail)                                                         
83: R73         Related Party Transactions - Additional             HTML     57K 
                Information (Details)                                            
84: R74         401(k) Plan - Additional Information (Detail)       HTML     33K 
86: XML         IDEA XML File -- Filing Summary                      XML    164K 
89: XML         XBRL Instance -- ntla-20231231_htm                   XML   2.49M 
85: EXCEL       IDEA Workbook of Financial Report Info              XLSX    190K 
10: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   4.15M 
                Linkbases Document -- ntla-20231231                              
87: JSON        XBRL Instance as JSON Data -- MetaLinks              625±   968K 
88: ZIP         XBRL Zipped Folder -- 0000950170-24-018736-xbrl      Zip    940K

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-97.1

EXHIBIT 97.1

INTELLIA THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY

The Board of Directors (the “Board”) of Intellia Therapeutics, Inc. (collectively with its subsidiaries, the “Company”) has adopted this Compensation Recovery Policy (the “Policy”) to provide guidelines and requirements for the recovery of Erroneously Awarded Compensation (as defined below). All capitalized terms used in this Policy shall have the meaning ascribed thereto in this Policy, including Section VII below.

INTRODUCTION, PURPOSE & SCOPE

Introduction. The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers of the Company in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and The Nasdaq Stock Market LLC (the “Exchange”).

Purpose. The Company has adopted this Policy to recover Erroneously Awarded Compensation from current and former Executive Officers of the Company.

Scope. This Policy is applicable to all Covered Persons.

II.

COMPENSATION RECOVERY REQUIREMENT

Policy Requirement. In the event the Company is required to prepare a Material Financial Restatement, the Company shall reasonably promptly recover all Erroneously Awarded Compensation with respect to such Material Financial Restatement, and each Covered Person shall be required to take all actions necessary to enable such recovery.

Exception to Policy Requirement. The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Compensation and Talent Development Committee of the Board (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 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.

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.

III.

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:

requiring reimbursement of cash Incentive-Based Compensation previously paid;

ii.

seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;

iii.

cancelling or rescinding some or all outstanding vested or unvested equity- based awards;

iv.

adjusting or withholding from unpaid compensation or other set-off;

cancelling or setting-off against planned future grants of equity-based awards; and/or

vi.

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.

No Indemnification for Repayment of Erroneously Awarded Compensation. Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company, including any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation recovered under this Policy and, to the extent any such agreement or organizational document purports to provide otherwise, Covered Persons hereby irrevocably agree to forego such indemnification.

IV.

POLICY INTERPRETATION

Interpretation. This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. 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 Material Financial Restatement hereunder.

Additional Recovery. 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.

Amendment of Policy. This Policy shall be deemed to be automatically amended, as of the date the Applicable Rules become effective with respect to the Company, to the extent required for this Policy to comply with the Applicable Rules.

POLICY ADMINISTRATION

This Policy shall be administered by the Committee. 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.

VI.

DEFINITIONS

“Applicable Recovery Period” means with respect to a Material Financial Restatement, the three completed fiscal years immediately preceding the Restatement Date for such Material 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.

“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.

“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 their 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 served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).

“Effective Date” means November 30, 2023.

“Erroneously Awarded Compensation” means, with respect to a Material Financial Restatement, the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date 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 the Material 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 Material Financial Restatement, shall be based on a reasonable estimate of the effect of the Material 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.

“Executive Officer” means any person who served the Company in any of the following roles, 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) and served in such role at any time during the performance period for such Incentive-Based Compensation: the president, the principal financial officer, the 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 issuer. “Executive Officers” may include executive officers of parents or subsidiaries of the Company if they perform such policy making functions for the Company.

“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.

“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. 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.

“Material Financial Restatement” means an accounting 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 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.

“Restatement Date” means, with respect to a Material Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Material Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Financial Restatement.

Adopted by the Board of Directors September 13, 2023

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/24	8-K
For Period end:	12/31/23
	11/30/23
	9/13/23
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Intellia Therapeutics, Inc.       424B5                  2:610K                                   Donnelley … Solutions/FA
 2/23/24  Intellia Therapeutics, Inc.       424B5                  1:564K                                   Donnelley … Solutions/FA

15 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/23  Intellia Therapeutics, Inc.       10-Q        9/30/23   70:11M                                    Donnelley … Solutions/FA
 8/03/23  Intellia Therapeutics, Inc.       10-Q        6/30/23   69:12M                                    Donnelley … Solutions/FA
 2/23/23  Intellia Therapeutics, Inc.       10-K       12/31/22   88:16M                                    Donnelley … Solutions/FA
 5/05/22  Intellia Therapeutics, Inc.       10-Q        3/31/22   71:11M                                    Donnelley … Solutions/FA
 2/24/22  Intellia Therapeutics, Inc.       10-K       12/31/21   86:19M                                    Donnelley … Solutions/FA
 6/01/20  Intellia Therapeutics, Inc.       8-K:1,3,8,9 5/30/20   13:547K                                   Donnelley … Solutions/FA
 5/07/20  Intellia Therapeutics, Inc.       10-Q        3/31/20   61:8.7M                                   ActiveDisclosure/FA
 2/27/20  Intellia Therapeutics, Inc.       10-K       12/31/19   81:11M                                    ActiveDisclosure/FA
 5/02/19  Intellia Therapeutics, Inc.       10-Q        3/31/19   60:7.5M                                   ActiveDisclosure/FA
10/31/18  Intellia Therapeutics, Inc.       10-Q        9/30/18   51:6.3M                                   ActiveDisclosure/FA
 4/17/18  Intellia Therapeutics, Inc.       8-K:5,9     4/13/18    2:81K                                    Donnelley … Solutions/FA
 5/05/16  Intellia Therapeutics, Inc.       S-1/A                  4:3.7M                                   Donnelley … Solutions/FA
 4/27/16  Intellia Therapeutics, Inc.       S-1/A                 14:4.1M                                   Donnelley … Solutions/FA
 4/19/16  Intellia Therapeutics, Inc.       S-1/A                  4:601K                                   Donnelley … Solutions/FA
 4/11/16  Intellia Therapeutics, Inc.       S-1                   17:8.5M                                   Donnelley … Solutions/FA

↑Top

Filing Submission 0000950170-24-018736 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)