Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 8.72M
21: 10-K Annual Report -- annualreportfitb202310-k PDF 15.95M
2: EX-10.72 Material Contract HTML 151K
3: EX-10.73 Material Contract HTML 96K
4: EX-10.74 Material Contract HTML 97K
5: EX-10.75 Material Contract HTML 95K
6: EX-10.76 Material Contract HTML 99K
7: EX-10.77 Material Contract HTML 99K
8: EX-19 Report Furnished to Security Holders HTML 142K
9: EX-21 Subsidiaries List HTML 86K
10: EX-23 Consent of Expert or Counsel HTML 67K
15: EX-97 Clawback Policy re: Recovery of Erroneously HTML 85K Awarded Compensation
11: EX-31.I Certification -- §302 - SOA'02 HTML 68K
12: EX-31.II Certification -- §302 - SOA'02 HTML 68K
13: EX-32.I Certification -- §906 - SOA'02 HTML 64K
14: EX-32.II Certification -- §906 - SOA'02 HTML 64K
22: R1 Cover Page HTML 141K
23: R2 Audit Information HTML 69K
24: R3 Consolidated Balance Sheets HTML 180K
25: R4 Consolidated Balance Sheets (Parenthetical) HTML 120K
26: R5 Consolidated Statements of Income HTML 189K
27: R6 Consolidated Statements of Comprehensive Income HTML 107K
28: R7 Consolidated Statements of Changes in Equity HTML 159K
29: R8 Consolidated Statements of Changes in Equity HTML 77K
(Parenthetical)
30: R9 Consolidated Statements of Cash Flows HTML 188K
31: R10 Summary of Significant Accounting and Reporting HTML 195K
Policies
32: R11 Supplemental Cash Flow Information HTML 82K
33: R12 Restrictions on Dividends and Capital Actions HTML 67K
34: R13 Investment Securities HTML 206K
35: R14 Loans and Leases HTML 145K
36: R15 Credit Quality and the Allowance for Loan and HTML 1.03M
Lease Losses
37: R16 Bank Premises and Equipment HTML 87K
38: R17 Operating Lease Equipment HTML 72K
39: R18 Lease Obligations - Lessee HTML 191K
40: R19 Goodwill HTML 90K
41: R20 Intangible Assets HTML 90K
42: R21 Variable Interest Entities HTML 122K
43: R22 Sales of Receivables and Servicing Rights HTML 124K
44: R23 Derivative Financial Instruments HTML 265K
45: R24 Other Assets HTML 84K
46: R25 Short-Term Borrowings HTML 93K
47: R26 Long-Term Debt HTML 170K
48: R27 Commitments, Contingent Liabilities and Guarantees HTML 125K
49: R28 Legal and Regulatory Proceedings HTML 84K
50: R29 Related Party Transactions HTML 80K
51: R30 Income Taxes HTML 146K
52: R31 Retirement and Benefit Plans HTML 169K
53: R32 Accumulated Other Comprehensive Income HTML 196K
54: R33 Common, Preferred and Treasury Stock HTML 127K
55: R34 Stock-Based Compensation HTML 180K
56: R35 Other Noninterest Income and Other Noninterest HTML 96K
Expense
57: R36 Earnings Per Share HTML 95K
58: R37 Fair Value Measurements HTML 499K
59: R38 Regulatory Capital Requirements and Capital Ratios HTML 101K
60: R39 Parent Company Financial Statements HTML 156K
61: R40 Business Segments HTML 327K
62: R41 Subsequent Event HTML 68K
63: R42 Pay vs Performance Disclosure HTML 76K
64: R43 Insider Trading Arrangements HTML 82K
65: R44 Summary of Significant Accounting and Reporting HTML 264K
Policies (Policies)
66: R45 Supplemental Cash Flow Information (Tables) HTML 81K
67: R46 Investment Securities (Tables) HTML 205K
68: R47 Loans and Leases (Tables) HTML 147K
69: R48 Credit Quality and the Allowance for Loan and HTML 1.02M
Lease Losses (Tables)
70: R49 Bank Premises and Equipment (Tables) HTML 84K
71: R50 Operating Lease Equipment (Tables) HTML 71K
72: R51 Lease Obligations - Lessee (Tables) HTML 146K
73: R52 Goodwill (Tables) HTML 91K
74: R53 Intangible Assets (Tables) HTML 92K
75: R54 Variable Interest Entities (Tables) HTML 111K
76: R55 Sales of Receivables and Servicing Rights (Tables) HTML 123K
77: R56 Derivative Financial Instruments (Tables) HTML 257K
78: R57 Other Assets (Tables) HTML 81K
79: R58 Short-Term Borrowings (Tables) HTML 93K
80: R59 Long-Term Debt (Tables) HTML 143K
81: R60 Commitments, Contingent Liabilities and Guarantees HTML 112K
(Tables)
82: R61 Related Party Transactions (Tables) HTML 72K
83: R62 Income Taxes (Tables) HTML 145K
84: R63 Retirement and Benefit Plans (Tables) HTML 166K
85: R64 Accumulated Other Comprehensive Income (Tables) HTML 197K
86: R65 Common, Preferred and Treasury Stock (Tables) HTML 118K
87: R66 Stock-Based Compensation (Tables) HTML 179K
88: R67 Other Noninterest Income and Other Noninterest HTML 95K
Expense (Tables)
89: R68 Earnings Per Share (Tables) HTML 94K
90: R69 Fair Value Measurements (Tables) HTML 495K
91: R70 Regulatory Capital Requirements and Capital Ratios HTML 97K
(Tables)
92: R71 Parent Company Financial Statements (Tables) HTML 159K
93: R72 Business Segments (Tables) HTML 317K
94: R73 Summary of Significant Accounting and Reporting HTML 113K
Policies - Portfolio Loans and Leases (Details)
95: R74 Summary of Significant Accounting and Reporting HTML 65K
Policies - Pension Plans (Details)
96: R75 Summary of Significant Accounting and Reporting HTML 110K
Policies - Significant Accounting and Reporting
Policies (Details)
97: R76 Supplemental Cash Flow Information (Details) HTML 89K
98: R77 Restrictions on Dividends and Capital Actions HTML 67K
(Details)
99: R78 Investment Securities - Investment Securities HTML 128K
(Details)
100: R79 Investment Securities - Additional Information HTML 88K
(Details)
101: R80 Investment Securities - Gains and Losses HTML 94K
Recognized in Income from Securities (Details)
102: R81 Investment Securities - Amortized Cost and Fair HTML 138K
Value of Available-for-Sale Debt and
Held-to-Maturity Securities (Details)
103: R82 Investment Securities - Fair Value and Gross HTML 110K
Unrealized Losses on Available-for-Sale Debt
Securities (Details)
104: R83 Loans and Leases - Loans and Leases Classified by HTML 102K
Primary Purpose (Details)
105: R84 Loans and Leases - Additional Information HTML 94K
(Details)
106: R85 Loans and Leases - Total Loans and Leases Managed HTML 112K
by the Bancorp and Net Charge-Offs (Recoveries)
(Details)
107: R86 Loans and Leases - Components of Net Investment in HTML 80K
Leases (Details)
108: R87 Loans and Leases - Undiscounted Cash Flows HTML 90K
(Details)
109: R88 Credit Quality and the Allowance for Loan and HTML 123K
Lease Losses - Summary of Transactions in the ALLL
by Portfolio Segment (Details)
110: R89 Credit Quality and the Allowance for Loan and HTML 104K
Lease Losses - Summary of the ALLL and Related
Loans and Leases Classified by Portfolio Segment
(Details)
111: R90 Credit Quality and the Allowance for Loan and HTML 238K
Lease Losses - Summary of the Credit Risk Profile
of the Bancorp's Commercial Portfolio Segment by
Class (Details)
112: R91 Credit Quality and the Allowance for Loan and HTML 105K
Lease Losses - Summary of Gross Charge-Offs Within
the Commercial Portfolio Segments, by Class and
Vintage (Details)
113: R92 Credit Quality and the Allowance for Loan and HTML 118K
Lease Losses - Summary of Gross Charge-Offs Within
the Residential Mortgage and Consumer Portfolio
Segments, by Class and Vintage (Details)
114: R93 Credit Quality and the Allowance for Loan and HTML 124K
Lease Losses - Summary of Recorded Investment in
Portfolio Loans and Leases by Age and Class
(Details)
115: R94 Credit Quality and the Allowance for Loan and HTML 283K
Lease Losses - Summary of the Credit Risk Profile
of the Bancorp's Residential Mortgage and Consumer
Portfolio Segments by Class (Details)
116: R95 Credit Quality and the Allowance for Loan and HTML 90K
Lease Losses - Summary of the Amortized Cost Basis
of the Bancorp's Collateral Dependent Loans
(Details)
117: R96 Credit Quality and the Allowance for Loan and HTML 125K
Lease Losses - Summary of the Bancorp's Nonaccrual
Loans and Leases by Class (Details)
118: R97 Credit Quality and the Allowance for Loan and HTML 106K
Lease Losses - Additional Information (Details)
119: R98 Credit Quality and the Allowance for Loan and HTML 188K
Lease Losses - Summary of Amortized Cost Basis of
Loans Modified for Borrowers Experiencing
Financial Difficulty (Details)
120: R99 Credit Quality and the Allowance for Loan and HTML 94K
Lease Losses - Summary of Financial Impacts of
Loans That Were Modified for Borrowers
Experiencing Financial Difficulty (Details)
121: R100 Credit Quality and the Allowance for Loan and HTML 88K
Lease Losses - Summary of Loans That Were Modified
for Borrowers Experiencing Financial Difficulty
(Details)
122: R101 Credit Quality and the Allowance for Loan and HTML 119K
Lease Losses - Summary of Amortized Cost Basis of
Modifications to Borrowers Experiencing Financial
Difficulty (Details)
123: R102 Credit Quality and the Allowance for Loan and HTML 104K
Lease Losses - Summary of Loans Modified in a TDR
(Details)
124: R103 Credit Quality and the Allowance for Loan and HTML 94K
Lease Losses - Summary of Subsequent Defaults
(Details)
125: R104 Bank Premises and Equipment - Summary of Bank HTML 104K
Premises and Equipment (Details)
126: R105 Bank Premises and Equipment - Additional HTML 76K
Information (Details)
127: R106 Operating Lease Equipment - Additional Information HTML 80K
(Details)
128: R107 Operating Lease Equipment - Future Lease Payments HTML 78K
Receivable (Details)
129: R108 Lease Obligations - Lessee - Lease Assets and HTML 88K
Lease Liabilities (Details)
130: R109 Lease Obligations - Lessee - Lease Costs (Details) HTML 90K
131: R110 Lease Obligations - Lessee - Undiscounted Cash HTML 121K
Flows (Details)
132: R111 Lease Obligations - Lessee - Other Information HTML 84K
(Details)
133: R112 Goodwill (Details) HTML 104K
134: R113 Intangible Assets - Additional Information HTML 66K
(Details)
135: R114 Intangible Assets - Schedule of Intangible Assets HTML 82K
(Details)
136: R115 Intangible Assets - Estimated Amortization Expense HTML 75K
(Details)
137: R116 Variable Interest Entities - Classifications of HTML 111K
Consolidated VIE Assets, Liabilities and
Noncontrolling Interest Included in the Bancorp's
Consolidated Balance Sheets (Details)
138: R117 Variable Interest Entities - Assets and HTML 100K
Liabilities Related to Non-consolidated VIEs and
Maximum Exposure to Losses (Details)
139: R118 Variable Interest Entities - Additional HTML 104K
Information (Details)
140: R119 Variable Interest Entities - Investments in HTML 76K
Qualified Affordable Housing Tax Credits (Details)
141: R120 Sales of Receivables and Servicing Rights - HTML 73K
Activity Related to Mortgage Banking Net Revenue
(Details)
142: R121 Sales of Receivables and Servicing Rights - HTML 78K
Changes in the Servicing Assets (Details)
143: R122 Sales of Receivables and Servicing Rights - HTML 71K
Activity Related to the MSR Portfolio (Details)
144: R123 Sales of Receivables and Servicing Rights - HTML 75K
Servicing Rights and Residual Interests Economic
Assumptions (Details)
145: R124 Sales of Receivables and Servicing Rights - HTML 67K
Additional Information (Details)
146: R125 Sales of Receivables and Servicing Rights - HTML 93K
Sensitivity of the Current Fair Value of Residual
Cash Flows to Immediate 10%, 20% and 50% Adverse
Changes in Assumptions (Details)
147: R126 Derivative Financial Instruments - Additional HTML 96K
Information (Details)
148: R127 Derivative Financial Instruments - Notional HTML 168K
Amounts and Fair Values for All Derivative
Instruments Included in the Condensed Consolidated
Balance Sheets (Details)
149: R128 Derivative Financial Instruments - Change in the HTML 91K
Fair Value for Interest Rate Contracts and the
Related Hedged Items (Details)
150: R129 Derivative Financial Instruments - Net Gains HTML 73K
(Losses) Relating to Derivative Instruments
Designated as Cash Flow Hedges (Details)
151: R130 Derivative Financial Instruments - Net Gains HTML 83K
(Losses) Recorded in the Condensed Consolidated
Statements of Income Relating to Free-Standing
Derivative Instruments Used for Risk Management
and Other Business Purposes (Details)
152: R131 Derivative Financial Instruments - Risk Ratings of HTML 74K
the Notional Amount of Risk Participation
Agreements (Details)
153: R132 Derivative Financial Instruments - Net Gains HTML 88K
(Losses) Recorded in the Consolidated Statements
of Income Relating to Free-Standing Derivative
Instruments Used For Customer Accommodation
(Details)
154: R133 Derivative Financial Instruments - Offsetting HTML 88K
Derivative Financial Instruments (Details)
155: R134 Other Assets - Components (Details) HTML 98K
156: R135 Other Assets - Additional Information (Details) HTML 89K
157: R136 Short-Term Borrowings - Summary of Short-Term HTML 81K
Borrowings and Weighted-Average Rates (Details)
158: R137 Short-Term Borrowings - Components of Other HTML 77K
Short-Term Borrowings (Details)
159: R138 Long-Term Debt - Summary of the Bancorp's HTML 197K
Long-Term Borrowings (Details)
160: R139 Long-Term Debt - Schedule of Aggregate Maturities HTML 101K
of Long-Term Debt Obligations (Details)
161: R140 Long-Term Debt - Additional Information (Details) HTML 81K
162: R141 Long-Term Debt - Senior Notes (Details) HTML 204K
163: R142 Long-Term Debt - Subordinated Debt (Details) HTML 92K
164: R143 Long-Term Debt - Senior and Subordinated Debt HTML 143K
(Details)
165: R144 Long-Term Debt - FHLB Advances (Details) HTML 88K
166: R145 Long-Term Debt - Notes Associated with HTML 96K
Consolidated VIEs (Details)
167: R146 Commitments, Contingent Liabilities and Guarantees HTML 78K
- Summary of Significant Commitments (Details)
168: R147 Commitments, Contingent Liabilities and Guarantees HTML 129K
- Additional Information (Details)
169: R148 Commitments, Contingent Liabilities and Guarantees HTML 73K
- Risk Rating Under the Risk Rating System
(Details)
170: R149 Commitments, Contingent Liabilities and Guarantees HTML 76K
- Standby and Commercial Letters of Credit,
Conditional Commitments Issued to Guarantee the
Performance of a Customer to a Third Party
(Details)
171: R150 Commitments, Contingent Liabilities and Guarantees HTML 74K
- Letters of Credit (Details)
172: R151 Commitments, Contingent Liabilities and Guarantees HTML 76K
- Visa Funding and Bancorp Cash Payments (Details)
173: R152 Legal and Regulatory Proceedings (Details) HTML 98K
174: R153 Related Party Transactions - Summary of the HTML 78K
Bancorp's Activities with its Principal
Shareholders, Directors and Executives (Details)
175: R154 Related Party Transactions - Coforge Business HTML 106K
Process Solutions Private Limited and CDC
Investments (Details)
176: R155 Income Taxes - Applicable Income Taxes Included in HTML 92K
the Consolidated Statements of Income (Details)
177: R156 Income Taxes - Additional Information (Details) HTML 79K
178: R157 Income Taxes - Reconciliation Between the Federal HTML 86K
Statutory Corporate Tax Rate and the Bancorp's
Effective Tax Rate (Details)
179: R158 Income Taxes - Reconciliation of the Beginning and HTML 78K
Ending Amounts of the Bancorp's Unrecognized Tax
Benefits (Details)
180: R159 Income Taxes - Deferred Income Taxes Included in HTML 108K
Other Assets in the Consolidated Balance Sheets
(Details)
181: R160 Retirement and Benefit Plans - Defined Benefit HTML 102K
Retirement Plans with Overfunded and Underfunded
Status (Details)
182: R161 Retirement and Benefit Plans - Net Periodic HTML 92K
Benefit Cost and Other Changes in Plan Assets and
Benefit Obligations Recognized in Other
Comprehensive Income (Details)
183: R162 Retirement and Benefit Plans - Plan Assets HTML 95K
Measured at Fair Value on a Recurring Basis
(Details)
184: R163 Retirement and Benefit Plans - Plan Assumptions HTML 73K
(Details)
185: R164 Retirement and Benefit Plans - Additional HTML 93K
Information (Details)
186: R165 Retirement and Benefit Plans - Targeted and Actual HTML 88K
Weighted Average Asset Allocations by Plan Asset
Category (Details)
187: R166 Accumulated Other Comprehensive Income - Activity HTML 136K
in AOCI (Details)
188: R167 Accumulated Other Comprehensive Income - HTML 111K
Reclassification Out of AOCI (Details)
189: R168 Common, Preferred and Treasury Stock - Share HTML 99K
Activity within Common, Preferred and Treasury
Stock (Details)
190: R169 Common, Preferred and Treasury Stock - Additional HTML 147K
Information (Details)
191: R170 Common, Preferred and Treasury Stock - Treasury HTML 78K
Stock (Details)
192: R171 Stock-Based Compensation - Additional Information HTML 179K
(Details)
193: R172 Stock-Based Compensation - Schedule of Share-based HTML 73K
Payment, Award, Stock Appreciation Rights,
Valuation Assumptions (Details)
194: R173 Stock-Based Compensation - Schedule of Share-based HTML 93K
Compensation, Stock Appreciation Rights Award
Activity (Details)
195: R174 Stock-Based Compensation - Outstanding and HTML 116K
Exercisable SARs by Grant Price (Details)
196: R175 Stock-Based Compensation - Schedule of Share-based HTML 89K
Compensation, Restricted Stock Units Activity
(Details)
197: R176 Stock-Based Compensation - Outstanding RSUs by HTML 105K
Grant-Date Fair Value (Details)
198: R177 Stock-Based Compensation - Schedule of Share-based HTML 87K
Compensation, Stock Options, Activity (Details)
199: R178 Stock-Based Compensation - Schedule of Outstanding HTML 110K
And Exercisable Stock Options Exercise Price
(Details)
200: R179 Other Noninterest Income and Other Noninterest HTML 112K
Expense (Details)
201: R180 Earnings Per Share - Calculation of Earnings Per HTML 99K
Share and the Reconciliation of Earnings Per Share
to Earnings Per Diluted Share (Details)
202: R181 Earnings Per Share - Additional Information HTML 66K
(Details)
203: R182 Fair Value Measurements - Assets and Liabilities HTML 247K
Measured at Fair Value on a Recurring Basis
(Details)
204: R183 Fair Value Measurements - Additional Information HTML 115K
(Details)
205: R184 Fair Value Measurements - Reconciliation of Assets HTML 123K
and Liabilities Measured at Fair Value on a
Recurring Basis Using Significant Unobservable
Inputs (Details)
206: R185 Fair Value Measurements - Total Gains and Losses HTML 82K
Included in Earnings for Assets and Liabilities
Measured at Fair Value on a Recurring Basis Using
Significant Unobservable Inputs (Details)
207: R186 Fair Value Measurements - Total Gains and Losses HTML 78K
Included in Earning Attributable to Changes in
Unrealized Gains and Losses Related to Level 3
Assets and Liabilities Still Held at Year End
(Details)
208: R187 Fair Value Measurements - Fair Values of Assets HTML 125K
and Liabilities (Significant Unobservable Level 3
Inputs Recurring Basis) (Details)
209: R188 Fair Value Measurements - Assets and Liabilities HTML 120K
Measured at Fair Value on a Nonrecurring Basis
(Details)
210: R189 Fair Value Measurements - Fair Values of Assets HTML 106K
and Liabilities (Significant Unobservable Level 3
Inputs Nonrecurring Basis) (Details)
211: R190 Fair Value Measurements - Difference Between the HTML 86K
Aggregate Fair Value and the Aggregate Unpaid
Principal Balance for Residential Mortgage Loans
Measured at Fair Value (Details)
212: R191 Fair Value Measurements - Carrying Amounts and HTML 137K
Estimated Fair Values for Certain Financial
Instruments (Details)
213: R192 Regulatory Capital Requirements and Capital Ratios HTML 99K
(Details)
214: R193 Parent Company Financial Statements - Condensed HTML 122K
Statements of Income - Parent Company Only
(Details)
215: R194 Parent Company Financial Statements - Condensed HTML 156K
Balance Sheet - Parent Company Only (Details)
216: R195 Parent Company Financial Statements - Condensed HTML 148K
Statement of Cash Flow - Parent Company Only
(Details)
217: R196 Business Segments - Additional Information HTML 66K
(Details)
218: R197 Business Segments - Results of Operations and HTML 218K
Average Assets by Segment (Details)
219: R198 Subsequent Events (Details) HTML 85K
221: XML IDEA XML File -- Filing Summary XML 435K
224: XML XBRL Instance -- fitb-20231231_htm XML 13.47M
220: EXCEL IDEA Workbook of Financial Report Info XLSX 592K
17: EX-101.CAL XBRL Calculations -- fitb-20231231_cal XML 643K
18: EX-101.DEF XBRL Definitions -- fitb-20231231_def XML 3.08M
19: EX-101.LAB XBRL Labels -- fitb-20231231_lab XML 5.39M
20: EX-101.PRE XBRL Presentations -- fitb-20231231_pre XML 4.09M
16: EX-101.SCH XBRL Schema -- fitb-20231231 XSD 567K
222: JSON XBRL Instance as JSON Data -- MetaLinks 1,331± 2.15M
223: ZIP XBRL Zipped Folder -- 0000035527-24-000088-xbrl Zip 2.83M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
To appropriately align the interests of executive officers and other employees of the
Company and its subsidiaries and affiliates (together, the “Company) with those of the Company and to ensure that Company incentives appropriately balance risk and reward (the "Policy"). This Policy consists of a Mandatory Policy (as defined and set forth in Section 4 hereof) and a Discretionary Policy (as defined and set forth in Section 6 hereof).
2.Administration:
This Policy shall be administered by the Human Capital and Compensation Committee (the “Committee”). Any determinations made by the Committee shall be final, conclusive and binding on all Covered Executives and Other Covered
Person subject to this Policy.
3.Covered Executives and Other Covered Persons:
This Policy applies to the Company's current and former executive officers, as determined by the Committee in accordance with 17 C.F.R. §240.10D-1 and the listing standards (the “Listing Standards”) of any national securities exchange or national securities association on which the Company's securities are listed (the “Exchange”) (the "Covered Executives"), and such other individuals as the Committee may deem appropriate ("Other Covered Persons").
4.Mandatory
Policy in the Context of Accounting Restatements
4.1 General. The policy described in this Section 4 is referred to herein as the “Mandatory Policy.” The Mandatory Policy is adopted in accordance with, and is intended to comply with, the applicable Listing Standards and 17 C.F.R. §240.10D-1, which require listed companies to adopt and comply with a compensation recovery (“clawback”) policy.
4.2 Statement of Policy. If the Company is required to prepare an 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, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period) (an “Accounting Restatement”), then the Company will recover reasonably promptly the amount of all Erroneously Awarded Compensation received by a Covered Executive:
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a. After beginning service as a Covered Executive;
b. Who
served as a Covered Executive at any time during the performance period for that Incentive-Based Compensation;
c. While the Company has a class of securities listed on a national securities exchange or national securities association; and
d. 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 date 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. The date that the Company is required to prepare an Accounting Restatement shall be determined pursuant to 17 C.F.R. §240.10D-1 and the Listing Standards.
Notwithstanding the foregoing, this Mandatory Policy shall only apply to Incentive-Based Compensation Received on or after October 2, 2023 (the “Effective Date”).
The
Company’s obligation to recover Erroneously Awarded Compensation pursuant to this Mandatory Policy is not dependent on when the restated financial statements are filed.
4.3 Incentive-Based Compensation. For purposes of this Mandatory Policy, “Incentive-Based Compensation,” pursuant to 17 C.F.R. §240.10D-1(d) and the Listing Standards, is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
4.4 Financial Reporting Measure. For purposes of this Mandatory Policy, a "Financial Reporting Measure,” pursuant to 17 C.F.R. §240.10D-1(d) and the Listing Standards, is a 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 measures. Stock price and total shareholder return 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
4.5 Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to the Mandatory 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. 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.
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4.6 Recovery
and Certain 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 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 SEC, 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. 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 the Exchange.
(b) 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 country counsel, 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 registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
4.7 Application to Other Covered Persons. In addition to the Covered Executives,
the Mandatory Policy shall apply to any Other Covered Persons, as if they were Covered Executives. The Committee shall have the discretion to decide whether to require reimbursement or forfeiture of Erroneously Awarded Compensation by an Other Covered Person and to determine the amount and form of such recovery.
5.No 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.
6.Discretionary Policy:
1.1 General. The policy described in this Section 6 is referred to herein as the “Discretionary Policy.” The Discretionary Policy is in addition to the Mandatory Policy and shall not limit the Mandatory Policy in any manner.
1.2 Covered Events. The following events shall constitute “Covered Events” for purposes of this Discretionary Policy as determined by the Committee:
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a.termination
of employment for cause;
b.fraud, illegality or misconduct;
c.violation of any Company and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct;
d.breach of any noncompetition, non-solicitation, confidentiality or other restrictive covenant;
e.engaging in Detrimental Activity, as defined in section 6.6, by the Covered Executive or Other Covered Person
f.failure to comply with or satisfy risk management requirements or objectives resulting in a Significant Adverse Effect to the Company; or
g.failure
to comply with requirements of applicable laws, rules or regulations or any applicable Listing Standards, including, but not limited to, as required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act resulting in a Significant Adverse Effect to the Company.
1.3Statement of Discretionary Policy. If (i) a Covered Event relating to a Covered Executive or an Other Covered Person occurs, and (ii) the Covered Executive knowingly or negligently engaged in misconduct, knowingly or negligently failed to prevent the misconduct, or is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted) then, the
Company may require reimbursement of compensation received by the Covered Executive or Other Covered Person during the three completed fiscal years immediately preceding the date that the event occurred, and in accordance with applicable policy, law, rules or regulations. In addition, Company may require forfeiture of compensation granted that has not yet vested as described in compensation agreements. Compensation subject to clawback will be restricted to Incentive-Based Compensation as defined in section 6.4 of the Discretionary Policy.
1.4Incentive-Based Compensation. For purposes of this Discretionary Policy, “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.
1.5For purposes of this Discretionary Policy, a "Financial Reporting Measure,” is a 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 measures. Stock price and total shareholder return 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.
1.6Detrimental Activity means any activity that, in the
Company’s judgment and sole discretion, causes, or could reasonably be expected to cause, harm to the Company’s performance or reputation. Examples of conduct that could rise to the level of “Detrimental Activity” include but are not limited to significant violation of
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Company policy and significant poor performance that continues after warning of such performance.
1.7Significant Adverse Effect means any activity that causes, or could reasonably be expected to cause, individually or in the aggregate,
material harm to Company’s assets, financial condition, operations or reputation.
Notwithstanding the foregoing, this Discretionary Policy shall supersede any other discretionary clawback policy that has been in place.
7.Disclosure:
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. In the event the Company requires reimbursement or forfeiture
of any Incentive-Based Compensation of any Covered Executive who is or was designated as an officer of the Company under Section 16(a) of the Exchange Act, the Company intends to disclose such action in the Company’s annual proxy statement to shareholders provided that the underlying event giving rise to the recoupment has already been publicly disclosed in the Company’s filings with the SEC, through a Company press release or other public communication. The Company intends
to include in its disclosure a general description of the circumstances giving rise to the Incentive-Based Compensation recovery and the aggregate amount of Incentive-Based Compensation recovered. The Company may limit its disclosure if it could reasonably be expected to result in or prejudice the Company with respect to any existing or threatened regulatory action, litigation, arbitration or proceeding against the Company, or could potentially violate any applicable privacy requirements.
8.Interpretation and Amendments:
The Mandatory Policy shall
be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D-1 and the related Listing Standards of the Exchange, 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.
9.Other Recoupment Rights:
The Committee intends that this Policy will be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, incentive compensation plan or any other legal
remedies available to the Company. 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 in any law, rule or regulation (including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002).
10.Agreement to Policy by Covered Executives and Other Covered Persons:
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The
Committee shall take reasonable steps to inform Covered Executives and Other Covered Persons of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by the Executive Officer or Other Covered Person.
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Dates Referenced Herein and Documents Incorporated by Reference
