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Encore Capital Group Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Wednesday, 2/21/24, at 5:23pm ET   ·   For:  12/31/23   ·   Accession #:  1084961-24-8   ·   File #:  0-26489

Previous ‘10-K’:  ‘10-K’ on 2/22/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   21 References:   

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

 2/21/24  Encore Capital Group Inc.         10-K       12/31/23  103:13M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.93M 
 2: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     37K 
 3: EX-21       Subsidiaries List                                   HTML     36K 
 4: EX-23       Consent of Expert or Counsel                        HTML     29K 
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     44K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
14: R1          Cover Page                                          HTML     96K 
15: R2          Audit Information                                   HTML     34K 
16: R3          Consolidated Statements of Financial Condition      HTML    113K 
17: R4          Consolidated Statements of Financial Condition      HTML     49K 
                (Parenthetical)                                                  
18: R5          Consolidated Statements of Operations               HTML    148K 
19: R6          Consolidated Statements of Comprehensive (Loss)     HTML     87K 
                Income                                                           
20: R7          Consolidated Statements of Equity                   HTML    107K 
21: R8          Consolidated Statements of Cash Flows               HTML    135K 
22: R9          Ownership, Description of Business, and Summary of  HTML     90K 
                Significant Accounting Policies                                  
23: R10         Fair Value Measurements                             HTML     99K 
24: R11         Derivatives and Hedging Instruments                 HTML    107K 
25: R12         Investment in Receivable Portfolios, Net            HTML     90K 
26: R13         Composition of Certain Financial Statement Items    HTML     56K 
27: R14         Borrowings                                          HTML    120K 
28: R15         Variable Interest Entities                          HTML     33K 
29: R16         Common Stock                                        HTML     33K 
30: R17         Accumulated Other Comprehensive Loss                HTML     54K 
31: R18         Stock-Based Compensation                            HTML     60K 
32: R19         Income Taxes                                        HTML    126K 
33: R20         Leases                                              HTML    152K 
34: R21         Commitments and Contingencies                       HTML     40K 
35: R22         Segment Information and Geographic Information      HTML     61K 
36: R23         Goodwill and Identifiable Intangible Assets         HTML     74K 
37: R24         Pay vs Performance Disclosure                       HTML     41K 
38: R25         Insider Trading Arrangements                        HTML     47K 
39: R26         Ownership, Description of Business, and Summary of  HTML    142K 
                Significant Accounting Policies (Policies)                       
40: R27         Ownership, Description of Business, and Summary of  HTML     53K 
                Significant Accounting Policies (Tables)                         
41: R28         Fair Value Measurements (Tables)                    HTML     93K 
42: R29         Derivatives and Hedging Instruments (Tables)        HTML    110K 
43: R30         Investment in Receivable Portfolios, Net (Tables)   HTML     90K 
44: R31         Composition of Certain Financial Statement Items    HTML     55K 
                (Tables)                                                         
45: R32         Borrowings (Tables)                                 HTML    101K 
46: R33         Accumulated Other Comprehensive Loss (Tables)       HTML     55K 
47: R34         Stock-Based Compensation (Tables)                   HTML     53K 
48: R35         Income Taxes (Tables)                               HTML    126K 
49: R36         Leases (Tables)                                     HTML    114K 
50: R37         Segment Information and Geographic Information      HTML     59K 
                (Tables)                                                         
51: R38         Goodwill and Identifiable Intangible Assets         HTML     74K 
                (Tables)                                                         
52: R39         Ownership, Description of Business, and Summary of  HTML     31K 
                Significant Accounting Policies - Additional                     
                Information (Details)                                            
53: R40         Ownership, Description of Business, and Summary of  HTML     38K 
                Significant Accounting Policies - Estimated Useful               
                Lives of Property and Equipment (Details)                        
54: R41         Ownership, Description of Business, and Summary of  HTML     67K 
                Significant Accounting Policies - Reconciliation                 
                of Shares Used in Calculating Earnings Per Basic                 
                and Diluted Shares (Details)                                     
55: R42         Fair Value Measurements - Summary of Financial      HTML     58K 
                Assets and Liabilities Measured at Fair Value on                 
                Recurring Basis (Details)                                        
56: R43         Fair Value Measurements - Schedule of Contingent    HTML     43K 
                Consideration Roll Forward (Details)                             
57: R44         Fair Value Measurements - Narrative (Details)       HTML     30K 
58: R45         Fair Value Measurements - Schedule of Financial     HTML     68K 
                Instruments Not Required to Be Carried at Fair                   
                Value (Details)                                                  
59: R46         Derivatives and Hedging Instruments - Schedule of   HTML     49K 
                Fair Value of Derivative Instruments (Details)                   
60: R47         Derivatives and Hedging Instruments - Narrative     HTML     39K 
                (Details)                                                        
61: R48         Derivatives and Hedging Instruments - Notional      HTML     56K 
                Amount (Details)                                                 
62: R49         Derivatives and Hedging Instruments - Effects of    HTML     55K 
                Derivatives in Cash Flow Hedging Relationships                   
                (Details)                                                        
63: R50         Derivatives and Hedging Instruments - Summary of    HTML     40K 
                Effects of Derivatives not Designated as Hedging                 
                Instruments (Details)                                            
64: R51         Investment in Receivable Portfolios, Net -          HTML     39K 
                Schedule of Investment Receivable Portfolios                     
                (Details)                                                        
65: R52         Investment in Receivable Portfolios, Net - Summary  HTML     81K 
                of Changes in Balance of Investment in Receivable                
                Portfolios (Details)                                             
66: R53         Investment in Receivable Portfolios, Net -          HTML     33K 
                Additional Information (Details)                                 
67: R54         Composition of Certain Financial Statement Items -  HTML     52K 
                Schedule of Property Plant and Equipment (Details)               
68: R55         Composition of Certain Financial Statement Items -  HTML     53K 
                Schedule of Other Assets (Details)                               
69: R56         Borrowings - Consolidated Debt and Capital Lease    HTML     71K 
                Obligations (Details)                                            
70: R57         Borrowings - Narrative (Details)                    HTML    228K 
71: R58         Borrowings - Senior Secured Notes - Table           HTML     57K 
                (Details)                                                        
72: R59         Borrowings - Encore Convertible Notes and           HTML     51K 
                Exchangeable Notes (Details)                                     
73: R60         Borrowings - Encore Convertible Notes and           HTML     61K 
                Exchangeable Notes - Key Features (Details)                      
74: R61         Borrowings - Summary of Debt Obligations            HTML     48K 
                Maturities (Details)                                             
75: R62         Common Stock - Narrative (Details)                  HTML     59K 
76: R63         Accumulated Other Comprehensive Loss (Details)      HTML     69K 
77: R64         Stock-Based Compensation - Narrative (Details)      HTML     95K 
78: R65         Stock-Based Compensation - Summary of Stock Option  HTML     47K 
                Activity (Details)                                               
79: R66         Stock-Based Compensation - Summary of Stock Awards  HTML     59K 
                (Details)                                                        
80: R67         Income Taxes Income Taxes - Income Before           HTML     39K 
                Provision for Income Taxes (Details)                             
81: R68         Income Taxes Income Taxes - Income Tax Provision    HTML     56K 
                for Continuing Operations (Details)                              
82: R69         Income Taxes - Schedule of Effective Tax Rates      HTML     53K 
                (Details)                                                        
83: R70         Income Taxes - Narrative (Details)                  HTML     48K 
84: R71         Income Taxes - Components of Deferred Tax Assets    HTML     74K 
                and Liabilities (Details)                                        
85: R72         Income Taxes - Unrecognized Tax Benefit (Details)   HTML     45K 
86: R73         Leases - Lease Cost (Details)                       HTML     38K 
87: R74         Leases - Supplemental Balance Sheet Information     HTML     44K 
                (Details)                                                        
88: R75         Leases - Supplemental Lease Information (Details)   HTML     40K 
89: R76         Leases - Lease term and discount rate (Details)     HTML     38K 
90: R77         Leases - Schedule of Lease Payments (Details)       HTML     84K 
91: R78         Commitments and Contingencies - Narrative (Detail)  HTML     37K 
92: R79         Segment Information and Geographic Information -    HTML     30K 
                Narrative (Details)                                              
93: R80         Segment Information and Geographic Information -    HTML     42K 
                Schedule of Geographical Areas of Which Company                  
                Operates (Details)                                               
94: R81         Segment Information and Geographic Information -    HTML     42K 
                Schedule of Long-lived Assets by Geographic Areas                
                (Details)                                                        
95: R82         Goodwill and Identifiable Intangible Assets -       HTML     47K 
                Narrative (Details)                                              
96: R83         Goodwill and Identifiable Intangible Assets -       HTML     45K 
                Schedule of Activity in the Goodwill Balance                     
                (Details)                                                        
97: R84         Goodwill and Identifiable Intangible Assets -       HTML     42K 
                Schedule of Acquired Intangible Assets (Details)                 
98: R85         Goodwill and Identifiable Intangible Assets -       HTML     35K 
                Weighted-Average Useful Lives of Intangible Assets               
                (Details)                                                        
100: XML         IDEA XML File -- Filing Summary                      XML    187K  
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99: EXCEL       IDEA Workbook of Financial Report Info              XLSX    213K 
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11: EX-101.DEF  XBRL Definitions -- ecpg-20231231_def                XML    815K 
12: EX-101.LAB  XBRL Labels -- ecpg-20231231_lab                     XML   2.42M 
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101: JSON        XBRL Instance as JSON Data -- MetaLinks              637±   978K  
102: ZIP         XBRL Zipped Folder -- 0001084961-24-000008-xbrl      Zip    879K  


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


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Exhibit 97.1
Encore Capital Group, Inc.
Policy for Recovery of Erroneously Awarded Compensation
Effective Date: October 2, 2023
1PURPOSE
Encore Capital Group, Inc. (the “Company”) has adopted this policy (the “Policy”) to provide for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial requirement requirements under federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).
2SCOPE
This policy covers the practices of Encore Capital Group, Inc. and all of its subsidiaries in the U.S. and abroad.
3POLICY
3.1Administration and Interpretation
This Policy shall be administered by the Compensation Committee (the “Committee”). The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be interpreted in a manner that is consistent with the requirements of Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and any applicable rules or standards adopted by the Securities and Exchange Commission or Nasdaq (or any other national securities exchange on which the Company’s securities are listed).
Any decisions made by the Committee with respect to this Policy shall be final, conclusive and binding on all affected individuals, unless determined to be an abuse of discretion.
3.2Covered Executives
This Policy applies to the Company’s current and former Executive Officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed (“Covered Executives”).
3.3Recoupment; Accounting Restatement
In the event 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 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) the Committee will recover any excess Incentive-Based Compensation Received by any Covered Executive



during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question.
Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the issuer has a class of securities listed on a national securities exchange and (2) on or after October 2, 2023.
3.4Erroneously Awarded Compensation
The amount of Incentive-Based Compensation to be recovered under 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 and shall be computed without regard to any taxes paid. If the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (a) the amount shall be based on a reasonable estimate of the effect of the accounting restatement; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to NASDAQ.
3.5Prompt Recovery of Erroneously Awarded Compensation
The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that certain enumerated conditions are met and the Committee has determined that such recovery would be impracticable in accordance with Rule 10D-1 of the Exchange Act and the listing standards of NASDAQ.
The Committee will determine the repayment schedule for Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement.
The Committee will determine, in its sole discretion, the method for recouping Erroneously Awarded Compensation hereunder, which may include, without limitation:
(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) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;
(d) cancelling outstanding vested or unvested equity awards; and/or
(e) taking any other remedial and recovery action permitted by law, as determined by the Committee.



3.6No Indemnification
Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and a Covered Executive, no Covered Executive shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.
3.7Amendment; Termination
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect any revisions adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by NASDAQ. The Committee may terminate this Policy at any time.
3.8Other Recoupment Rights or Clawback Policies
The Committee intends that this Policy will be applied to the fullest extent of the law. This Policy may be a supplement to other recoupment rights or clawback policies in effect now or in the future at the Company. 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 in any separate clawback policy, employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
3.9Agreement to Policy by Executive Officers.
The Committee shall instruct management to take reasonable steps to inform Covered Executives of this Policy and obtain their agreement to this Policy. The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into 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.
4ROLES & RESPONSIBILITIES
RoleResponsibilities
Compensation Committee
Administer the Policy
Compensation Team
With the Audit Committee, inform Compensation Committee of any restatement of financial statements
Inform Covered Executives of the Policy and obtain agreement to the Policy



5GLOSSARY
TermDefinition
Executive Officer
(Section 16 Officer)
Definition is from Rule 10D-1 of the Exchange Act, as amended from time to time
An executive officer is the issuer's president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the issuer 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 of the issuer's parent(s) or subsidiaries are deemed executive officers of the issuer if they perform such policy making functions for the issuer. In addition, when the issuer is a limited partnership, officers or employees of the general partner(s) who perform policy-making functions for the limited partnership are deemed officers of the limited partnership. When the issuer is a trust, officers, or employees of the trustee(s) who perform policy-making functions for the trust are deemed officers of the trust. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this section would include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
Financial Reporting Measure(s)
Definition is from Rule 10D-1 of the Exchange Act, as amended from time to time
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the issuer's financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
Incentive Based Compensation
Definition is from Rule 10D-1 of the Exchange Act, as amended from time to time
Incentive-based compensation is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Received
Definition is from Rule 10D-1 of the Exchange Act, as amended from time to time
Incentive-based compensation is deemed received in the issuer'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.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/248-K
For Period end:12/31/23
10/2/23
 List all Filings 


21 Previous Filings that this Filing References

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

11/01/23  Encore Capital Group Inc.         10-Q        9/30/23   76:11M
 3/03/23  Encore Capital Group Inc.         8-K:1,2,3,8 2/28/23   15:1.6M
 2/22/23  Encore Capital Group Inc.         10-K       12/31/22  114:14M
12/16/22  Encore Capital Group Inc.         8-K:5,9    12/13/22   12:552K
 8/03/22  Encore Capital Group Inc.         10-Q        6/30/22   71:8.7M
 2/23/22  Encore Capital Group Inc.         10-K       12/31/21  112:15M
 6/01/21  Encore Capital Group Inc.         8-K:1,2,8,9 6/01/21   12:1.8M
12/21/20  Encore Capital Group Inc.         8-K:1,2,8,912/21/20   14:1.9M
11/23/20  Encore Capital Group Inc.         8-K:1,2,8,911/23/20   14:1.9M                                   Workiva Inc Wde… FA01/FA
11/02/20  Encore Capital Group Inc.         10-Q        9/30/20   85:10M
 9/24/20  Encore Capital Group Inc.         8-K:1,2,8,9 9/24/20   18:3.2M                                   Workiva Inc Wde… FA01/FA
 9/10/19  Encore Capital Group Inc.         8-K:1,2,3,5 9/06/19   13:1M
 8/07/19  Encore Capital Group Inc.         10-Q        6/30/19   87:13M
 3/15/18  Encore Capital Group Inc.         8-K:5,9     3/09/18    5:374K
 6/20/17  Encore Capital Group Inc.         8-K:5,9     6/15/17    8:392K
11/09/16  Encore Capital Group Inc.         10-Q        9/30/16   89:11M
 8/04/16  Encore Capital Group Inc.         10-Q        6/30/16   89:11M
12/21/09  Encore Capital Group Inc.         S-3                    7:1.3M                                   Donnelley … Solutions/FA
 5/04/06  Encore Capital Group Inc.         8-K:1,5,9   4/28/06    5:181K                                   Donnelley … Solutions/FA
 4/04/02  Encore Capital Group Inc.         8-K:5,7     4/04/02    2:5K                                     Publicease Inc./FA
 6/14/99  Encore Capital Group Inc.         S-1/A                 12:590K                                   Bowne - BPX/FA
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