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As Of Filer Filing For·On·As Docs:Size 2/29/24 Calumet Specialty Prods Partn… LP 10-K 12/31/23 139:32M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 7.73M 2: EX-21.1 Subsidiaries List HTML 45K 3: EX-23.1 Consent of Expert or Counsel HTML 36K 7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 43K Awarded Compensation 4: EX-31.1 Certification -- §302 - SOA'02 HTML 44K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 41K 5: EX-32.2 Certification -- §906 - SOA'02 HTML 43K 13: R1 Cover HTML 106K 14: R2 Consolidated Balance Sheets HTML 163K 15: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K 16: R4 Consolidated Statements of Operations HTML 140K 17: R5 Consolidated Statements of Comprehensive Income HTML 67K (Loss) 18: R6 Consolidated Statements of Partners' Capital HTML 83K (Deficit) 19: R7 Consolidated Statements of Cash Flows HTML 174K 20: R8 Description of the Business HTML 39K 21: R9 Summary of Significant Accounting Policies HTML 150K 22: R10 Revenue Recognition HTML 48K 23: R11 Leases HTML 147K 24: R12 Goodwill and Other Intangible Assets HTML 113K 25: R13 Commitments and Contingencies HTML 69K 26: R14 Inventory Financing Agreements HTML 43K 27: R15 Long-Term Debt HTML 109K 28: R16 Derivatives HTML 207K 29: R17 Fair Value Measurements HTML 187K 30: R18 Partners' Capital (Deficit) HTML 65K 31: R19 Unit-Based Compensation HTML 67K 32: R20 Employee Benefit Plans HTML 52K 33: R21 Accumulated Other Comprehensive Loss HTML 58K 34: R22 Income Taxes HTML 41K 35: R23 Earnings Per Unit HTML 76K 36: R24 Transactions with Related Parties HTML 42K 37: R25 Segments and Related Information HTML 446K 38: R26 Unrestricted Subsidiaries HTML 213K 39: R27 Redeemable Noncontrolling Interest HTML 43K 40: R28 Restatement of Prior Period HTML 483K 41: R29 Quarterly Financial Data (Unaudited) HTML 1.36M 42: R30 Subsequent Events HTML 39K 43: R31 Summary of Significant Accounting Policies HTML 197K (Policies) 44: R32 Summary of Significant Accounting Policies (Table) HTML 119K 45: R33 Leases (Tables) HTML 151K 46: R34 Goodwill and Other Intangible Assets (Tables) HTML 116K 47: R35 Commitments and Contingencies (Tables) HTML 60K 48: R36 Long-Term Debt (Tables) HTML 87K 49: R37 Derivatives (Tables) HTML 206K 50: R38 Fair Value Measurements (Tables) HTML 179K 51: R39 Partners' Capital (Deficit) (Tables) HTML 56K 52: R40 Unit-Based Compensation (Tables) HTML 60K 53: R41 Employee Benefit Plans (Tables) HTML 46K 54: R42 Accumulated Other Comprehensive Loss (Tables) HTML 58K 55: R43 Earnings Per Unit (Tables) HTML 76K 56: R44 Segments and Related Information (Tables) HTML 436K 57: R45 Unrestricted Subsidiaries (Tables) HTML 208K 58: R46 Restatement of Prior Period (Tables) HTML 589K 59: R47 Quarterly Financial Data (Unaudited) (Tables) HTML 1.35M 60: R48 Description of the Business (Details) HTML 53K 61: R49 Summary of Significant Accounting Policies - 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Exhibit 97.1
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
CLAWBACK POLICY
Recoupment of Incentive-Based Compensation
It is the policy of Calumet Specialty Products Partners, L.P. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction 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 Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
Policy Administration and Definitions
This Policy is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”) and is intended to comply with, and as applicable to be administered and interpreted consistent with and subject to the exceptions set forth in, Listing Standard 5608 adopted by The Nasdaq Stock Market to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”).
For purposes of this Policy:
“Incentive-Based Compensation” means any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.
“Covered Executive” means any officer of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy
and any transition period of less than nine months that is within or immediately following such three fiscal years, all as determined pursuant to under Rule 10D-1.
If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. 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, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined on a pre-tax basis. The Company will maintain and will provide to The Nasdaq Stock Market documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.
The Company may effect any recovery pursuant to this Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable or not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Any right of recoupment or recovery pursuant to 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 other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company or the clawback requirements of any applicable law; provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to this Policy. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation (or provide any advancement of expenses in such instance), including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential recovery obligations under this Policy
Effective: October 2, 2023
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 | ||||
List all Filings |