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As Of Filer Filing For·On·As Docs:Size 2/29/24 First Bancshares Inc./MS 10-K 12/31/23 144:22M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 4.30M 2: EX-10.11 Material Contract HTML 41K 3: EX-10.13 Material Contract HTML 63K 4: EX-10.15 Material Contract HTML 41K 5: EX-10.17 Material Contract HTML 91K 6: EX-21.1 Subsidiaries List HTML 38K 7: EX-23.1 Consent of Expert or Counsel HTML 38K 11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 81K Awarded Compensation 8: EX-31.1 Certification -- §302 - SOA'02 HTML 42K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 42K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 40K 17: R1 Document and Entity Information HTML 110K 18: R2 Consolidated Balance Sheets HTML 147K 19: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K 20: R4 Consolidated Statements of Income HTML 163K 21: R5 Consolidated Statements of Comprehensive Income HTML 77K (Loss) 22: R6 Consolidated Statements of Changes in HTML 123K Stockholders' Equity 23: R7 Consolidated Statements of Changes in HTML 41K Stockholders' Equity (Parenthetical) 24: R8 Consolidated Statements of Cash Flows HTML 193K 25: R9 Nature of Business HTML 43K 26: R10 Summary of Significant Accounting Policies HTML 154K 27: R11 Business Combinations HTML 142K 28: R12 Securities HTML 253K 29: R13 Loans HTML 604K 30: R14 Premises and Equipment HTML 50K 31: R15 Deposits HTML 48K 32: R16 Borrowed Funds HTML 55K 33: R17 Lease Obligations HTML 121K 34: R18 Regulatory Matters HTML 95K 35: R19 Income Taxes HTML 103K 36: R20 Employee Benefits HTML 43K 37: R21 Stock Plans HTML 51K 38: R22 Subordinated Debt HTML 50K 39: R23 Treasury Stock HTML 45K 40: R24 Related Party Transactions HTML 47K 41: R25 Commitments, Contingencies, and Concentrations of HTML 65K Credit Risk 42: R26 Fair Values of Assets and Liabilities HTML 242K 43: R27 Revenue From Contracts With Customers HTML 117K 44: R28 Parent Company Financial Information HTML 112K 45: R29 Operating Segments HTML 122K 46: R30 Summary of Quarterly Results of Operations and Per HTML 127K Share Amounts (Unaudited) 47: R31 Derivative Financial Instruments HTML 57K 48: R32 Pay vs Performance Disclosure HTML 50K 49: R33 Insider Trading Arrangements HTML 44K 50: R34 Summary of Significant Accounting Policies HTML 218K (Policies) 51: R35 Summary of Significant Accounting Policies HTML 95K (Tables) 52: R36 Business Combinations (Tables) HTML 133K 53: R37 Securities (Tables) HTML 253K 54: R38 Loans (Tables) HTML 590K 55: R39 Premises and Equipment (Tables) HTML 50K 56: R40 Deposits (Tables) HTML 46K 57: R41 Borrowed Funds (Tables) HTML 51K 58: R42 Lease Obligations (Tables) HTML 95K 59: R43 Regulatory Matters (Tables) HTML 91K 60: R44 Income Taxes (Tables) HTML 103K 61: R45 Stock Plans (Tables) HTML 47K 62: R46 Related Party Transactions (Tables) HTML 43K 63: R47 Commitments, Contingencies, and Concentrations of HTML 60K Credit Risk (Tables) 64: R48 Fair Values of Assets and Liabilities (Tables) HTML 234K 65: R49 Revenue From Contracts With Customers (Tables) HTML 110K 66: R50 Parent Company Financial Information (Tables) HTML 116K 67: R51 Operating Segments (Tables) HTML 119K 68: R52 Summary of Quarterly Results of Operations and Per HTML 126K Share Amounts (Unaudited) (Tables) 69: R53 Derivative Financial Instruments (Tables) HTML 62K 70: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 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Document |
1.0 | General | |||||||||||||
1.1 | The First Bancshares, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (the “Policy”) in accordance with the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”) 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. | |||||||||||||
1.2 | Each Executive Officer (as defined herein) shall be required to sign and
return to the Company the Acknowledgement Form attached hereto as Appendix B. | |||||||||||||
1.3 | The effective date of this Policy is October 2, 2023 (the “Effective Date”). | |||||||||||||
2.0 | Definitions | |||||||||||||
The following words and phrases shall have the following meanings for purposes of this Policy: | ||||||||||||||
2.1 | Accounting 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). | |||||||||||||
2.2 | Board. The “Board” means the Board of Directors of the Company. | |||||||||||||
2.3 | Compensation
Committee. The “Compensation Committee” means the Compensation Committee of the Board. | |||||||||||||
2.4 | Erroneously 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 Nasdaq. | |||||||||||||
2.5 | Executive Officer. “Executive Officer” means the current or former officers identified as executive officers 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. | |||||||||||||
2.6 | Financial
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. 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. | |||||||||||||
2.7 | Incentive-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. | |||||||||||||
2.8 | Received. 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. | |||||||||||||
2.9 | SEC. “SEC” means the United States Securities and Exchange Commission. | |||||||||||||
3.0 | Statement of Policy | |||||||||||||
3.1 | In 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 Nasdaq; 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. | ||||||||||||||
3.2 | Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation Received on or after the Effective Date. | |||||||||||||
3.3 | The Company’s obligation to recover Erroneously Awarded Compensation pursuant to this Policy is not dependent on when the restated financial statements are filed. | |||||||||||||
3.4 | For 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. |
4.0 | Certain Exceptions | |||||||||||||
4.1 | The 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 Nasdaq. | ||||||||||||||
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 Nasdaq, that recovery would result in such a violation, and must provide such opinion to Nasdaq. | ||||||||||||||
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. | ||||||||||||||
5.0 | No Indemnification | |||||||||||||
5.1 | The Company shall not indemnify any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation pursuant to this Policy. | |||||||||||||
6.0 | Public Disclosures | |||||||||||||
6.1 | The 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. | |||||||||||||
7.0 | Application to Other Persons | |||||||||||||
7.1 | In 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”). | |||||||||||||
7.2 | Unless 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. | |||||||||||||
7.3 | The 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. | |||||||||||||
7.4 | In 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. | |||||||||||||
8.0 | Interpretation; Enforcement | |||||||||||||
8.1 | The Compensation Committee shall have full authority to interpret and enforce this Policy to the fullest extent permitted by law. | |||||||||||||
8.2 | The 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. | |||||||||||||
8.3 | The 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. | |||||||||||||
8.4 | To 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. | |||||||||||||
8.5 | Any determination by the Compensation Committee or the Board with respect to this Policy shall be final, conclusive, and binding on all interested parties. | |||||||||||||
9.0 | Non-Exclusivity | |||||||||||||
9.1 | Nothing 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). | |||||||||||||
10.0 | Policy Controls | |||||||||||||
10.1 | If 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. | |||||||||||||
11.0 | Amendment | |||||||||||||
11.1 | The Compensation Committee may amend this Policy, provided that any such amendment does not cause this Policy to violate applicable listing standards of Nasdaq or Rule 10D-1 under the Exchange Act. | |||||||||||||
Signature: | _________________________________ | ||||||||||
Name (printed): | _________________________________ | ||||||||||
Date: | _________________________________ | ||||||||||
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/29/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
10/2/23 | ||||
11/28/22 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 SEC UPLOAD¶ 5/09/24 2:39K First Bancshares Inc./MS 3/25/24 SEC UPLOAD¶ 5/09/24 2:46K First Bancshares Inc./MS |