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ESSA Bancorp, Inc. – ‘10-K’ for 9/30/23 – ‘EX-97’

On:  Thursday, 12/14/23, at 2:38pm ET   ·   For:  9/30/23   ·   Accession #:  950170-23-70332   ·   File #:  1-33384

Previous ‘10-K’:  ‘10-K’ on 12/14/22 for 9/30/22   ·   Latest ‘10-K’:  This Filing   ·   9 References:   

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

12/14/23  ESSA Bancorp, Inc.                10-K        9/30/23  129:24M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   5.43M 
 2: EX-21       Subsidiaries List                                   HTML     39K 
 3: EX-23       Consent of Expert or Counsel                        HTML     37K 
 7: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     51K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     39K 
13: R1          Document and Entity Information                     HTML    109K 
14: R2          Consolidated Balance Sheet                          HTML    141K 
15: R3          Consolidated Balance Sheet (Parenthetical)          HTML     59K 
16: R4          Consolidated Statement of Income                    HTML    150K 
17: R5          Consolidated Statement of Comprehensive Income      HTML    101K 
18: R6          Consolidated Statement of Changes in Stockholders'  HTML     83K 
                Equity                                                           
19: R7          Consolidated Statement of Changes in Stockholders'  HTML     39K 
                Equity (Parenthetical)                                           
20: R8          Consolidated Statement of Cash Flows                HTML    162K 
21: R9          Summary of Significant Accounting Policies          HTML    145K 
22: R10         Earnings per Share                                  HTML     63K 
23: R11         Investment Securities                               HTML    381K 
24: R12         Loans Receivable                                    HTML   1.00M 
25: R13         Premises and Equipment                              HTML     59K 
26: R14         Deposits                                            HTML     89K 
27: R15         Short-Term Borrowings                               HTML     58K 
28: R16         Income Taxes                                        HTML    140K 
29: R17         Commitments and Contingent Liabilities              HTML     63K 
30: R18         Leases                                              HTML    103K 
31: R19         Employee Benefits                                   HTML    236K 
32: R20         Regulatory Restrictions                             HTML     41K 
33: R21         Regulatory Capital Requirements                     HTML    131K 
34: R22         Fair Value                                          HTML    321K 
35: R23         Accumulated Other Comprehensive Income (Loss)       HTML    134K 
36: R24         Derivatives and Hedging Activities                  HTML    136K 
37: R25         Revenue Recognition                                 HTML     52K 
38: R26         Parent Company                                      HTML    144K 
39: R27         Summary of Significant Accounting Policies          HTML    197K 
                (Policies)                                                       
40: R28         Summary of Significant Accounting Policies          HTML     86K 
                (Tables)                                                         
41: R29         Earnings per Share (Tables)                         HTML     60K 
42: R30         Investment Securities (Tables)                      HTML    377K 
43: R31         Loans Receivable (Tables)                           HTML    999K 
44: R32         Premises and Equipment (Tables)                     HTML     57K 
45: R33         Deposits (Tables)                                   HTML     88K 
46: R34         Short-Term Borrowings (Tables)                      HTML     54K 
47: R35         Income Taxes (Tables)                               HTML    137K 
48: R36         Commitments and Contingent Liabilities (Tables)     HTML     48K 
49: R37         Leases (Tables)                                     HTML    104K 
50: R38         Employee Benefits (Tables)                          HTML    228K 
51: R39         Regulatory Capital Requirements (Tables)            HTML    125K 
52: R40         Fair Value (Tables)                                 HTML    316K 
53: R41         Accumulated Other Comprehensive Income (Loss)       HTML    135K 
                (Tables)                                                         
54: R42         Derivatives and Hedging Activities (Tables)         HTML    128K 
55: R43         Parent Company (Tables)                             HTML    146K 
56: R44         Summary of Significant Accounting Policies -        HTML     73K 
                Additional Information (Detail)                                  
57: R45         Summary of Significant Accounting Policies -        HTML     48K 
                Carrying Amount of Goodwill and Intangible Assets                
                (Detail)                                                         
58: R46         Summary of Significant Accounting Policies -        HTML     47K 
                Amortizable Intangible Assets (Detail)                           
59: R47         Summary of Significant Accounting Policies -        HTML     41K 
                Estimated Future Amortization Expense (Detail)                   
60: R48         Earnings Per Share - Composition of the             HTML     53K 
                Weighted-Average Common Shares (Denominator) Used                
                in the Basic and Diluted Earnings per Share                      
                Computation (Detail)                                             
61: R49         Earnings Per Share - Additional Information         HTML     43K 
                (Detail)                                                         
62: R50         Investment Securities - Summary of Amortized Cost,  HTML     95K 
                Gross Unrealized Gains and Losses, and Fair Value                
                of Investment Securities (Detail)                                
63: R51         Investment Securities - Summary of Unrealized and   HTML     42K 
                Realized Gains and Losses Recognized in Net Income               
                on Equity Securities (Detail)                                    
64: R52         Investment Securities - Schedule of Amortized Cost  HTML     87K 
                and Fair Value of Debt Securities by Contractual                 
                Maturity (Detail)                                                
65: R53         Investment Securities - Additional Information      HTML     57K 
                (Detail)                                                         
66: R54         Investment Securities - Schedule of Gross           HTML     96K 
                Unrealized Losses and Fair Value (Detail)                        
67: R55         Loans Receivable - Summary of Loans Receivable      HTML     68K 
                (Detail)                                                         
68: R56         Loans Receivable - Additional Information (Detail)  HTML     83K 
69: R57         Loans Receivable - Schedule of Loans Evaluated for  HTML     69K 
                Impairment (Detail)                                              
70: R58         Loans Receivable - Schedule of Investment and       HTML     95K 
                Unpaid Principal Balances for Impaired Loans                     
                (Detail)                                                         
71: R59         Loans Receivable - Classes of Loan Portfolio,       HTML     65K 
                Internal Risk Rating System (Detail)                             
72: R60         Loans Receivable - Schedule of Performing or        HTML     70K 
                Nonperforming Loans (Detail)                                     
73: R61         Loans Receivable - Classes of Loan Portfolio        HTML     85K 
                Summarized by Aging Categories (Detail)                          
74: R62         Loans Receivable - Summary of Primary Segments of   HTML     88K 
                ALL (Detail)                                                     
75: R63         Loans Receivable - Summary of Troubled Debt         HTML     55K 
                Restructurings Granted (Detail)                                  
76: R64         Premises and Equipment - Composition of Premises    HTML     54K 
                and Equipment (Detail)                                           
77: R65         Premises and Equipment - Additional Information     HTML     39K 
                (Detail)                                                         
78: R66         Deposits - Schedule of Deposits and Respective      HTML     59K 
                Weighted-Average Interest Rates by Major                         
                Classifications (Detail)                                         
79: R67         Deposits - Scheduled Maturities of Certificates of  HTML     50K 
                Deposit (Detail)                                                 
80: R68         Deposits - Additional Information (Detail)          HTML     43K 
81: R69         Deposits - Scheduled Maturities of Certificates of  HTML     46K 
                Deposit in Denominations (Detail)                                
82: R70         Short-Term Borrowings - Additional Information      HTML     51K 
                (Detail)                                                         
83: R71         Short-Term Borrowings - Schedule of Short-Term      HTML     49K 
                Borrowings (Detail)                                              
84: R72         Income Taxes - Schedule of Provision for Income     HTML     53K 
                Taxes (Detail)                                                   
85: R73         Income Taxes - Schedule of Changes in Significant   HTML     78K 
                Portions of the Deferred Tax Assets and Deferred                 
                Tax Liabilities (Detail)                                         
86: R74         Income Taxes - Additional Information (Detail)      HTML     43K 
87: R75         Income Taxes - Schedule of Reconciliation of the    HTML     66K 
                Federal Statutory Rate and the Effective Income                  
                Tax Rate (Detail)                                                
88: R76         Commitments and Contingent Liabilities -            HTML     45K 
                Components of Off Balance Sheet Commitments                      
                (Detail)                                                         
89: R77         Commitments and Contingent Liabilities -            HTML     62K 
                Additional Information (Detail)                                  
90: R78         Leases - Additional Information (Detail)            HTML     38K 
91: R79         Leases - Summary of Balance Sheet Operating Lease   HTML     47K 
                Right-of-Use Assets and Lease Liabilities (Detail)               
92: R80         Leases - Summary of Lease Term and Discount Rate    HTML     43K 
                (Detail)                                                         
93: R81         Leases - Summary of Components of Lease Cost        HTML     43K 
                (Detail)                                                         
94: R82         Leases - Summary of Future Minimum Lease Payments   HTML     57K 
                (Detail)                                                         
95: R83         Employee Benefits - Additional Information          HTML     98K 
                (Detail)                                                         
96: R84         Employee Benefits - Components of the ESOP Shares   HTML     48K 
                (Detail)                                                         
97: R85         Employee Benefits - Schedule of Nonvested           HTML     67K 
                Restricted Stock Option Activity (Detail)                        
98: R86         Employee Benefits - Summary of Change in Plan       HTML     62K 
                Assets and Benefit Obligation (Detail)                           
99: R87         Employee Benefits - Summary of the Components of    HTML     39K 
                Net Periodic Pension Cost (Detail)                               
100: R88         Employee Benefits - Summary of the Components of    HTML     58K  
                Net Periodic Benefit Cost (Detail)                               
101: R89         Employee Benefits - Schedule of Weighted-Average    HTML     39K  
                Assumptions (Detail)                                             
102: R90         Employee Benefits - Schedule of Assumptions Used    HTML     42K  
                to Determine Net Periodic Benefit Cost (Detail)                  
103: R91         Employee Benefits - Schedule of Assumptions Used    HTML     40K  
                to Determine Net Periodic Benefit Cost                           
                (Parenthetical) (Detail)                                         
104: R92         Employee Benefits - Summary of the Plan's           HTML     54K  
                Financial Assets at Fair Value, Within the Fair                  
                Value Hierarchy (Detail)                                         
105: R93         Employee Benefits - The Bank's Defined Benefit      HTML     46K  
                Pension Plan Weighted-Average Asset Allocations                  
                (Detail)                                                         
106: R94         Employee Benefits - Summary of Estimated Future     HTML     49K  
                Benefit Payments (Detail)                                        
107: R95         Regulatory Restrictions - Additional Information    HTML     42K  
                (Detail)                                                         
108: R96         Regulatory Capital Requirements - Additional        HTML     49K  
                Information (Detail)                                             
109: R97         Regulatory Capital Requirements - Bank's Actual     HTML     86K  
                Capital Ratios (Detail)                                          
110: R98         Fair Value - Schedule of Fair Value For Assets and  HTML     82K  
                Liabilities Required to be Measured and Reported                 
                at Fair Value on a Recurring Basis (Detail)                      
111: R99         Fair Value - Schedule of Changes in Fair Value of   HTML     51K  
                Level III Investments (Detail)                                   
112: R100        Fair Value - Schedule of Fair Value For Assets      HTML     46K  
                Required to be Measured and Reported at Fair Value               
                on a Nonrecurring Basis (Detail)                                 
113: R101        Fair Value - Summary of Additional Quantitative     HTML     64K  
                Information about Assets Measured at Fair Value on               
                Nonrecurring Basis (Detail)                                      
114: R102        Fair Value - Additional Information (Detail)        HTML     41K  
115: R103        Fair Value - Schedule of Assets and Liabilities     HTML     64K  
                not Required to be Measured and Reported at Fair                 
                Value (Detail)                                                   
116: R104        Accumulated Other Comprehensive Income (Loss) -     HTML     71K  
                Summary of Activity in Accumulated Other                         
                Comprehensive Income (Loss) (Detail)                             
117: R105        Accumulated Other Comprehensive Income (Loss) -     HTML     40K  
                Summary of Activity in Accumulated Other                         
                Comprehensive Income (Loss) (Parenthetical)                      
                (Detail)                                                         
118: R106        Accumulated Other Comprehensive Income (Loss) -     HTML     75K  
                Summary of Reclassification Out of Accumulated                   
                Other Comprehensive Income (Loss) (Detail)                       
119: R107        Derivatives and Hedging Activities - Schedule of    HTML     58K  
                Fair Value of Derivative Financial Instruments as                
                well as their Classification on Consolidated                     
                Balance Sheet (Detail)                                           
120: R108        Derivatives and Hedging Activities - Additional     HTML     61K  
                Information (Detail)                                             
121: R109        Derivatives and Hedging Activities - Schedule of    HTML     52K  
                Effect of Cash Flow Hedge Accounting on                          
                Accumulated Other Comprehensive Income (Detail)                  
122: R110        Parent Company - Condensed Balance Sheet (Detail)   HTML     78K  
123: R111        Parent Company - Condensed Statement of Income      HTML     95K  
                (Detail)                                                         
124: R112        Parent Company - Condensed Statement of Cash Flows  HTML     86K  
                (Detail)                                                         
127: XML         IDEA XML File -- Filing Summary                      XML    251K  
125: XML         XBRL Instance -- essa-20230930_htm                   XML   7.39M  
126: EXCEL       IDEA Workbook of Financial Report Info              XLSX    258K  
11: EX-101.CAL  XBRL Calculations -- essa-20230930_cal               XML    402K 
 9: EX-101.DEF  XBRL Definitions -- essa-20230930_def                XML    941K 
12: EX-101.LAB  XBRL Labels -- essa-20230930_lab                     XML   2.24M 
10: EX-101.PRE  XBRL Presentations -- essa-20230930_pre              XML   1.76M 
 8: EX-101.SCH  XBRL Schema -- essa-20230930                         XSD    309K 
128: JSON        XBRL Instance as JSON Data -- MetaLinks              771±  1.28M  
129: ZIP         XBRL Zipped Folder -- 0000950170-23-070332-xbrl      Zip    682K  


‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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



  EX-97  

Exhibit 97

ESSA BANCORP, INC.

CLAWBACK POLICY

The Board of Directors (the “Board”) of ESSA Bancorp,Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an accounting restatement.

The Company has adopted this Policy as a supplement to any other clawback policies or provisions in effect now or in the future at the Company. To the extent this Policy applies to compensation payable to a person covered by this Policy, it shall supersede any other conflicting provision or policy maintained by the Company and shall be the only clawback policy applicable to such compensation and no other clawback policy shall apply; provided that, if such other policy or provision provides that a greater amount of such compensation shall be subject to clawback, such other policy or provision shall apply to the amount in excess of the amount subject to clawback under this Policy.

This Policy shall be interpreted to comply with the clawbackrules found in 17 C.F.R.§240.10D and the related listing rules of the national securities exchange or national securities association (the “Exchange”) on which the Company has listed securities, and, to the extent this Policy is any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.

1.
Definitions. The terms “Executive Officer,” “Incentive-Based Compensation,” and “Received” shall have the same meaning as defined in Rule 10D-1(d)promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.
Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the Federal 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.

3.
Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2; provided that the individual served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to Exchange Act Rule 10D-1(b)(1)(ii).

a.
Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received(1) while the Company has a class of securities listed on an Exchange and (2) on or after October 2, 2023.

b.
See Exchange Act Rule 10D-1(b)(1)(i)(D) for certain circumstances under which this Policy will applyto Incentive-Based Compensation received during a transition period arising due to a change in the Company’s fiscal year.

 

 

 


 


Exhibit 97

4.
Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to the Policy (“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 in the Company’s financial statements and shall be computed without regard to any taxes paid.

a.
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 an accounting restatement:

(1) the amount shall 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 (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.

5.
Recovery Exceptions. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b) or

(c) below apply. The Compensation Committee of the Board of Directors (the “Committee”) shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement.Such determination shall be consistent with any applicable legal guidance by the Securities and Exchange Commission, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Committee is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.

a.
Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Committee has made a determination that recovery would be impracticable. Beforeconcluding 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 Exchange, as required.

b.
If applicable, Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home countrycounsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange.

c.
Erroneously Awarded Compensation need not be recovered if 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 Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.


 

6.
Committee Decisions. Decisions of the Committeewith respect to this Policyshall be final, conclusive and binding on all ExecutiveOfficers subject to this Policy,unless determined by a court of competent jurisdiction to be an abuse of discretion.

7.
No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company,the governing documents of the Company or any agreement betweenthe Company and an Executive Officer,

Exhibit 97

no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.

8.
Agreement to Policy by Executive Officers. The Committee shall take reasonable steps to inform Executive Officers of this Policy and the ExecutiveOfficers shall acknowledge receipt and adherence to this Policy in writing.

9.
Exhibit Filing Requirement. A copy of this Policy and any amendments thereto shall be filed as an exhibit to the Company’s Annual Report on Form 10-K.

10.
Amendment. The Board may amend, modify or supplement all or any portion of this Policy at any time and from time to time in its discretion.


Clawback Policy Acknowledgment

I, the undersigned, agree and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of the ESSA Bancorp, Inc. Clawback Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”) and that I have been provided a copy of the Policy. In the event of any inconsistency between the Policy and the terms of any employment or similar agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. If the Committee determines that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company,I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Name

Date

Title



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:12/14/23
10/2/23
For Period end:9/30/234
11/28/22
 List all Filings 


9 Previous Filings that this Filing References

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

12/14/22  ESSA Bancorp, Inc.                10-K        9/30/22  131:32M                                    ActiveDisclosure/FA
 1/05/22  ESSA Bancorp, Inc.                8-K:5,9     1/03/22   13:491K                                   Luse Gorman, PC/FA
12/14/20  ESSA Bancorp, Inc.                10-K        9/30/20  138:35M                                    ActiveDisclosure/FA
12/16/19  ESSA Bancorp, Inc.                10-K        9/30/19  133:33M                                    ActiveDisclosure/FA
10/14/16  ESSA Bancorp, Inc.                8-K:5,9    10/12/16    2:129K                                   Luse Gorman, PC/FA
 1/26/16  ESSA Bancorp, Inc.                DEF 14A     3/03/16    1:740K                                   Donnelley … Solutions/FA
 5/01/13  ESSA Bancorp, Inc.                8-K:5,9     5/01/13    6:542K                                   Luse Gorman, PC/FA
10/06/08  ESSA Bancorp, Inc.                8-K:5,9     9/30/08   12:322K                                   Luse Gorman, PC/FA
12/07/06  ESSA Bancorp, Inc.                S-1                   24:3.9M                                   Donnelley … Solutions/FA
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