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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/24 Gyrodyne, LLC 10-K 12/31/23 65:5.1M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.41M
2: EX-21.1 Subsidiaries List HTML 19K
5: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 34K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 22K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
11: R1 Document And Entity Information HTML 89K
12: R2 Consolidated Statements of Net Assets (Liquidation HTML 67K
Basis)
13: R3 Consolidated Statements of Changes In Net Assets HTML 26K
(Liquidation Basis)
14: R4 Insider Trading Arrangements HTML 28K
15: R5 Note 1 - The Company HTML 36K
16: R6 Note 2 - Summary of Significant Accounting HTML 32K
Policies
17: R7 Note 3 - Statements of Net Assets in Liquidation HTML 34K
18: R8 Note 4 - Estimated Liquidation and Operating Costs HTML 80K
Net of Estimated Receipts
19: R9 Note 5 - Loans Payable HTML 41K
20: R10 Note 6 - Real Estate HTML 34K
21: R11 Note 7 - Accounts Payable and Accrued Liabilities HTML 46K
22: R12 Note 8 - Income Taxes HTML 25K
23: R13 Note 9 - Credit Quality of Rents Receivable HTML 23K
24: R14 Note 10 - Concentration of Credit Risk HTML 24K
25: R15 Note 11 - Commitments HTML 74K
26: R16 Note 12 - Fair Value of Financial Instruments HTML 29K
27: R17 Note 13 - Governance HTML 27K
28: R18 Note 14 - Public Health and Macroeconomics HTML 23K
29: R19 Note 15 - Contingencies HTML 28K
30: R20 Note 16 - Related Party Transactions HTML 32K
31: R21 Note 17 - Subsequent Events HTML 27K
32: R22 Significant Accounting Policies (Policies) HTML 44K
33: R23 Note 4 - Estimated Liquidation and Operating Costs HTML 76K
Net of Estimated Receipts (Tables)
34: R24 Note 5 - Loans Payable (Tables) HTML 26K
35: R25 Note 6 - Real Estate (Tables) HTML 31K
36: R26 Note 7 - Accounts Payable and Accrued Liabilities HTML 45K
(Tables)
37: R27 Note 11 - Commitments (Tables) HTML 52K
38: R28 Note 16 - Related Party Transactions (Tables) HTML 26K
39: R29 Note 1 - The Company (Details Textual) HTML 40K
40: R30 Note 2 - Summary of Significant Accounting HTML 21K
Policies (Details Textual)
41: R31 Note 3 - Statements of Net Assets in Liquidation HTML 46K
(Details Textual)
42: R32 Note 4 - Estimated Liquidation and Operating Costs HTML 25K
Net of Estimated Receipts (Details Textual)
43: R33 Note 4 - Estimated Liquidation and Operating Costs HTML 79K
Net of Estimated Receipts - Changes in Liability
(Details)
44: R34 Note 5 - Loans Payable (Details Textual) HTML 101K
45: R35 Note 5 - Loans Payable - Loan Maturity (Details) HTML 33K
46: R36 Note 6 - Real Estate (Details Textual) HTML 21K
47: R37 Note 6 - Real Estate - Real Estate Disclosure HTML 27K
(Details)
48: R38 Note 7 - Accounts Payable and Accrued Liabilities HTML 19K
(Details Textual)
49: R39 Note 7 - Accounts Payable and Accrued Liabilities HTML 32K
- Accounts Payable and Accrued Liabilities
(Details)
50: R40 Note 7 - Accrued Liabilities and Accrued HTML 24K
Liabilities - Summary of Accrued Liabilities
(Details)
51: R41 Note 9 - Credit Quality of Rents Receivable HTML 21K
(Details Textual)
52: R42 Note 10 - Concentration of Credit Risk (Details HTML 27K
Textual)
53: R43 Note 11 - Commitments (Details Textual) HTML 67K
54: R44 Note 11 - Commitments - Other Commitments HTML 23K
(Details)
55: R45 Note 11 - Commitments - Allocation of Retention HTML 32K
Bonus (Details)
56: R46 Note 11 - Commitments - Shares Distributed HTML 27K
(Details)
57: R47 Note 13 - Governance (Details Textual) HTML 28K
58: R48 Note 16 - Related Party Transactions (Details HTML 28K
Textual)
59: R49 Note 16 - Related Party Transactions - Summary of HTML 25K
Leasing Arrangements (Details)
60: R50 Note 17 - Subsequent Events (Details Textual) HTML 65K
62: XML IDEA XML File -- Filing Summary XML 117K
65: XML XBRL Instance -- gyrllc20231231_10k_htm XML 807K
61: EXCEL IDEA Workbook of Financial Report Info XLSX 104K
10: EX-101.CAL XBRL Calculations -- gyro-20231231_cal XML 46K
7: EX-101.DEF XBRL Definitions -- gyro-20231231_def XML 956K
8: EX-101.LAB XBRL Labels -- gyro-20231231_lab XML 758K
9: EX-101.PRE XBRL Presentations -- gyro-20231231_pre XML 974K
6: EX-101.SCH XBRL Schema -- gyro-20231231 XSD 188K
63: JSON XBRL Instance as JSON Data -- MetaLinks 269± 430K
64: ZIP XBRL Zipped Folder -- 0001437749-24-009908-xbrl Zip 305K
Exhibit 97.1
GYRODYNE, LLC
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Gyrodyne, LLC, a New York limited liability company (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of December 1, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
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1. |
Persons Subject to Policy |
This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an acknowledgment pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such acknowledgment shall not negate the application of this Policy to the Officer.
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2. |
Compensation Subject to Policy |
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
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3. |
Recovery of Compensation |
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
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4. |
Manner of Recovery; Limitation on Duplicative Recovery |
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
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5. |
Administration |
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
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6. |
Interpretation |
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
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7. |
No Indemnification; No Liability |
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
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8. |
Application; Enforceability |
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
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9. |
Severability |
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
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10. |
Amendment and Termination |
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
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11. |
Definitions |
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) 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 the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that 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 such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/29/24 | None on these Dates | ||
| Filed on: | 3/28/24 | |||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 Gyrodyne, LLC 8-K:8,9 2/06/24 12:4.5M RDG Filings/FA 9/11/23 Gyrodyne, LLC 8-K:5,9 9/05/23 13:359K RDG Filings/FA 5/11/22 Gyrodyne, LLC 10-Q 3/31/22 58:3.4M RDG Filings/FA 12/13/19 Gyrodyne, LLC 8-K:1,9 12/07/19 2:149K RDG Filings/FA 11/02/18 Gyrodyne, LLC 8-K:1,9 10/30/18 2:46K RDG Filings/FA 1/31/18 Gyrodyne, LLC 8-K:1,9 1/25/18 3:159K RDG Filings/FA 5/26/16 Gyrodyne, LLC 8-K:1,8,9 5/24/16 3:146K RDG Filings/FA 9/01/15 Gyrodyne, LLC 8-A12B 2:396K RDG Filings/FA 5/12/14 Gyrodyne Co. of America Inc. 10-Q 3/31/14 70:8.5M RDG Filings/FA 10/21/13 Gyrodyne, LLC S-4 10/18/13 6:6M Toppan Vite NY Inc./FA 5/23/13 Gyrodyne Co. of America Inc. 8-K:1,5,9 5/17/13 3:154K RDG Filings/FA 2/14/13 Gyrodyne Co. of America Inc. 8-K:1,5,9 2/08/13 2:46K RDG Filings/FA |