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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Usio, Inc. 10-K 12/31/23 71:6.2M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.27M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-21.1 Subsidiaries List HTML 21K
4: EX-23.1 Consent of Expert or Counsel HTML 20K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 38K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
14: R1 Document And Entity Information HTML 91K
15: R2 Consolidated Balance Sheets HTML 141K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 42K
17: R4 Consolidated Statements of Operations HTML 106K
18: R5 Consolidated Statement of Changes in Stockholders' HTML 65K
Equity
19: R6 Consolidated Statements of Cash Flows HTML 111K
20: R7 Note 1 - Description of Business and Summary of HTML 85K
Significant Accounting Policies
21: R8 Note 2 - Property and Equipment HTML 34K
22: R9 Note 3 - Intangibles HTML 27K
23: R10 Note 4 - Valuation Accounts HTML 46K
24: R11 Note 5 - Loans HTML 28K
25: R12 Note 6 - Accrued Expenses HTML 32K
26: R13 Note 7 - Operating Leases HTML 37K
27: R14 Note 8 - Related Party Transactions HTML 34K
28: R15 Note 9 - Income Taxes HTML 71K
29: R16 Note 10 - Stock Options, Incentive Plans, Stock HTML 51K
Awards, and Employee Benefit Plan
30: R17 Note 11 - Net (Loss) Per Share HTML 40K
31: R18 Note 12 - Concentration of Credit Risk and HTML 24K
Significant Customers
32: R19 Note 13 - Legal Proceedings HTML 35K
33: R20 Insider Trading Arrangements HTML 30K
34: R21 Significant Accounting Policies (Policies) HTML 141K
35: R22 Note 1 - Description of Business and Summary of HTML 59K
Significant Accounting Policies (Tables)
36: R23 Note 2 - Property and Equipment (Tables) HTML 32K
37: R24 Note 4 - Valuation Accounts (Tables) HTML 46K
38: R25 Note 6 - Accrued Expenses (Tables) HTML 32K
39: R26 Note 7 - Operating Leases (Tables) HTML 30K
40: R27 Note 9 - Income Taxes (Tables) HTML 72K
41: R28 Note 10 - Stock Options, Incentive Plans, Stock HTML 42K
Awards, and Employee Benefit Plan (Tables)
42: R29 Note 11 - Net (Loss) Per Share (Tables) HTML 41K
43: R30 Note 1 - Description of Business and Summary of HTML 53K
Significant Accounting Policies (Details Textual)
44: R31 Note 1 - Description of Business and Summary of HTML 38K
Significant Accounting Policies - Schedule of
Disaggregation of Revenue (Details)
45: R32 Note 1 - Description of Business and Summary of HTML 25K
Significant Accounting Policies - Summary of
Deferred Revenue (Details)
46: R33 Note 1 - Description of Business and Summary of HTML 33K
Significant Accounting Policies - Reconciliation
of Cash and Cash Equivalents to Cash, Cash
Equivalents and Merchant Reserves (Details)
47: R34 Note 2 - Property and Equipment - Summary of HTML 35K
Property and Equipment (Details)
48: R35 Note 3 - Intangibles (Details Textual) HTML 48K
49: R36 Note 4 - Valuation Accounts - Summary of Valuation HTML 34K
and Allowance Accounts (Details)
50: R37 Note 5 - Loans (Details Textual) HTML 40K
51: R38 Note 6 - Accrued Expenses - Summary of Accrued HTML 33K
Expenses (Details)
52: R39 Note 7 - Operating Leases (Details Textual) HTML 65K
53: R40 Note 7 - Operating Leases - Maturities of Lease HTML 38K
Liabilities (Details)
54: R41 Note 8 - Related Party Transactions (Details HTML 89K
Textual)
55: R42 Note 9 - Income Taxes (Details Textual) HTML 23K
56: R43 Note 9 - Income Taxes - Summary of Deferred Tax HTML 35K
Assets (Details)
57: R44 Note 9 - Income Taxes - Schedule of Net Operating HTML 22K
Losses (Details)
58: R45 Note 9 - Income Taxes - Components of Income Tax HTML 38K
Expense (Details)
59: R46 Note 9 - Income Taxes - Effective Income Tax Rate HTML 34K
Reconciliation (Details)
60: R47 Note 9 - Income Taxes - Effective Income Tax Rate HTML 22K
Reconciliation (Details) (Parentheticals)
61: R48 Note 10 - Stock Options, Incentive Plans, Stock HTML 92K
Awards, and Employee Benefit Plan (Details
Textual)
62: R49 Note 10 - Stock Options, Incentive Plans, Stock HTML 57K
Awards, and Employee Benefit Plan - Schedule of
Share-based Compensation Activity (Details)
63: R50 Note 11 - Net (Loss) Per Share - Earnings Per HTML 46K
Share Reconciliation (Details)
64: R51 Note 11 - Net (Loss) Per Share - Anti-dilutive HTML 22K
Securities (Details)
65: R52 Note 12 - Concentration of Credit Risk and HTML 24K
Significant Customers (Details Textual)
66: R53 Note 13 - Legal Proceedings (Details Textual) HTML 26K
68: XML IDEA XML File -- Filing Summary XML 126K
71: XML XBRL Instance -- usio20231231_10k_htm XML 1.16M
67: EXCEL IDEA Workbook of Financial Report Info XLSX 95K
10: EX-101.CAL XBRL Calculations -- usio-20231231_cal XML 145K
11: EX-101.DEF XBRL Definitions -- usio-20231231_def XML 1.02M
12: EX-101.LAB XBRL Labels -- usio-20231231_lab XML 943K
13: EX-101.PRE XBRL Presentations -- usio-20231231_pre XML 1.08M
9: EX-101.SCH XBRL Schema -- usio-20231231 XSD 173K
69: JSON XBRL Instance as JSON Data -- MetaLinks 398± 626K
70: ZIP XBRL Zipped Folder -- 0001437749-24-009583-xbrl Zip 361K
Exhibit 97.1
USIO, INC.
COMPENSATION CLAWBACK POLICY
(Adopted as of November 6, 2023)
1. INTRODUCTION
Usio, Inc. (the “Company”) is adopting this Compensation Clawback Policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances.
This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.
This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the applicable rules (the “Rules”) of the Nasdaq Stock Market (the “Market”) and will be interpreted and administered consistent with that intent.
2. EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation (as defined below) paid or awarded on or after the date of adoption of this Policy, and to the extent permitted or required by applicable law.
3. DEFINITIONS
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Affected Officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1, and any other senior executives as determined by the Committee.
“Applicable Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year). The “date on which the Company is required to prepare a Restatement” is the earlier to occur of (a) the date the Committee concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement, in each case regardless of if or when the restated financial statements are filed.
“Erroneously Awarded Compensation” means, with respect to each Affected Officer in connection with a Restatement, the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the amounts set forth in the Restatement, computed without regard to any taxes paid. In the case of Incentive 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 the Restatement, the amount shall reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received, as determined by the Committee in its sole discretion. Such determination shall be properly documented and the Committee shall provide such documentation to the Market. The Committee may determine the form and amount of Erroneously Awarded Compensation in its sole discretion.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s consolidated financial statements, and any measures that are derived wholly or in part from such measures, whether or not such measure is presented within the consolidated financial statements or included in a filing with the Securities and Exchange Commission (the “SEC”). Stock price and total shareholder return are Financial Reporting Measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this policy, be considered Financial Reporting Measures.
“Incentive Compensation” means any compensation that is granted, earned or vested based in whole or in part on the attainment of a Financial Reporting Measure. For purposes of clarity, base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered Incentive Compensation, unless such awards were granted, paid or vested based in part on a Financial Reporting Measure.
“Restatement” means 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 (i.e., a “Big R” restatement), or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).
4. RECOVERY
If the Company is required to prepare a Restatement, the Company shall seek to recover and claw back from any Affected Officer reasonably promptly the Erroneously Awarded Compensation that is received by the Affected Officer during the Applicable Period:
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(i) |
after the person begins service as an Affected Officer; |
|
(ii) |
who serves as an Affected Officer at any time during the performance period for that Incentive Compensation; and |
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(iii) |
while the Company has a class of securities listed on the Market. |
If, after the release of earnings for any period for which a Restatement subsequently occurs and prior to the announcement of the Restatement for such period, the Affected Officer sold any securities constituting, or any securities issuable on exercise, settlement or exchange of any equity award constituting, Incentive Compensation, the excess of (a) the actual aggregate sales proceeds from the Affected Officer’s sale of those shares, over (b) the aggregate sales proceeds the Affected Officer would have received from the sale of those shares at a price per share determined appropriate by the Committee in its discretion to reflect what the Company’s common stock price would have been if the Restatement had occurred prior to such sales, shall be deemed to be Erroneously Awarded Compensation; provided, however, that the aggregate sales proceeds determined by the Committee under this clause (b) with respect to shares acquired upon exercise of an option shall not be less than the aggregate exercise price paid for those shares.
For purposes of this Policy:
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● |
Erroneously Awarded Compensation is deemed to be received in the Company’s fiscal year during which the Financial Reporting Measure specified in the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period; and |
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● |
the date the Company is required to prepare a Restatement is the earlier of (x) the date the Board, the Committee or any officer of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare the Restatement, or (y) the date a court, regulator, or other legally authorized body directs the Company to prepare the Restatement. |
In the event of a Restatement:
● the Committee shall determine the amount of any Erroneously Awarded Compensation received by each Affected Officer and shall promptly notify each Affected Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable;
● the Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section 6 below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Affected Officer’s obligations hereunder;
● to the extent that the Affected Officer has already reimbursed the Company for any Erroneously Awarded Compensation received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy; and
● to the extent that an Affected Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable to and appropriate to recover such Erroneously Awarded Compensation from the applicable Affected Officer. The applicable Affected Officer shall be required to reimburse the Company for any and all expenses reasonable incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
For purposes of clarity, in no event shall the Company be required to award any Affected Officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive Compensation that is greater than the Incentive Compensation actually received by the Affected Officer.
The Company shall file all disclosures with respect to this Policy required by the SEC.
5. SOURCES OF RECOUPMENT
To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment from the Affected Officer(s) through any means it determines, which may include any of the following sources: (i) prior Incentive Compensation payments; (ii) future payments of Incentive Compensation; (iii) cancellation of outstanding Incentive Compensation; (iv) direct repayment; and (v) non-Incentive Compensation or securities held by the Affected Officer. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected Officer.
6. LIMITED EXCEPTIONS TO RECOVERY
Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously Awarded Compensation under the following circumstances, provided that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:
(i) The direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts; provided that the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation, has documented such attempt(s), and has (to the extent required) provided that documentation to the Market;
(ii) Recovery would violate home country law where the law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel to that effect to the Market that is acceptable to the Market; or
(iii) Recovery would likely cause an otherwise tax-qualified retirement plan 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 the regulations thereunder.
7. NO INDEMNIFICATION OR INSURANCE
The Company will not indemnify, insure or otherwise reimburse any Affected Officer against the recovery of Erroneously Awarded Compensation. Further, the Company shall not enter into any agreement that exempts any Incentive Compensation that is granted, paid or awarded to an Affected Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy)
8. NO IMPAIRMENT OF OTHER REMEDIES
This Policy does not preclude the Company from taking any other action to enforce an Affected Officer’s obligations to the Company, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Affected Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Affected Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangements.
9. AMENDMENT; TERMINATION
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination cause the Company to violate any federal securities laws, SEC rule or Market rule.
ATTESTATION AND ACKNOWLEDGEMENT OF POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
By my signature below, I acknowledge and agree that:
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● |
I have received and read the attached Policy for the Recovery of Erroneously Awarded Compensation (this “Policy”). |
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● |
I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Erroneously Awarded Compensation to the Company as determined in accordance with this Policy. |
Signature: ________________________
Printed Name:________________________
Date: _______________________________
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 11/6/23 | ||||
| 11/28/22 | 4 | |||
| List all Filings | ||||