Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.88M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 52K
3: EX-21.1 Subsidiaries List HTML 30K
4: EX-23.1 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 95K
15: R2 Audit Information HTML 34K
16: R3 Consolidated Balance Sheets HTML 168K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
18: R5 Combined Consolidated Statements of Operations HTML 129K
19: R6 Combined Consolidated Statement of Stockholders? HTML 114K
Equity
20: R7 Combined Consolidated Statement of Stockholders? HTML 31K
Equity (Parenthetical)
21: R8 Combined Consolidated Statements of Cash Flows HTML 135K
22: R9 Summary of Significant Accounting Policies HTML 124K
23: R10 Revenue Recognition HTML 109K
24: R11 Current Expected Credit Losses HTML 47K
25: R12 Earnings (Loss) Per Share HTML 47K
26: R13 Leases HTML 67K
27: R14 Long-Term Investments HTML 63K
28: R15 Property and Equipment, net HTML 40K
29: R16 Equity Method Investments HTML 37K
30: R17 Goodwill and Other Intangible Assets HTML 70K
31: R18 Employee Benefit Plans HTML 35K
32: R19 Income Taxes HTML 100K
33: R20 Stock Compensation HTML 49K
34: R21 Contingencies HTML 48K
35: R22 Supplemental Cash Flow Information HTML 41K
36: R23 Related Party Transactions HTML 39K
37: R24 Investments and Fair Value Measurements HTML 114K
38: R25 Segment Information HTML 68K
39: R26 Escrow Funds In Holding HTML 31K
40: R27 Schedule II - Valuation and Qualifying Accounts HTML 60K
41: R28 Pay vs Performance Disclosure HTML 41K
42: R29 Insider Trading Arrangements HTML 35K
43: R30 Summary of Significant Accounting Policies HTML 155K
(Policies)
44: R31 Summary of Significant Accounting Policies HTML 64K
(Tables)
45: R32 Revenue Recognition (Tables) HTML 95K
46: R33 Current Expected Credit Losses (Tables) HTML 46K
47: R34 Earnings (Loss) Per Share (Tables) HTML 45K
48: R35 Leases (Tables) HTML 68K
49: R36 Long-Term Investments (Tables) HTML 60K
50: R37 Property and Equipment, net (Tables) HTML 38K
51: R38 Equity Method Investments (Tables) HTML 34K
52: R39 Goodwill and Other Intangible Assets (Tables) HTML 81K
53: R40 Income Taxes (Tables) HTML 95K
54: R41 Stock Compensation (Tables) HTML 46K
55: R42 Supplemental Cash Flow Information (Tables) HTML 41K
56: R43 Investments and Fair Value Measurements (Tables) HTML 114K
57: R44 Segment Information (Tables) HTML 64K
58: R45 Summary of Significant Accounting Policies - Basis HTML 40K
of Presentation (Details)
59: R46 Summary of Significant Accounting Policies - HTML 42K
Components of Cash, Cash Equivalents and
Restricted Cash (Details)
60: R47 Summary of Significant Accounting Policies - HTML 34K
Receivables (Details)
61: R48 Summary of Significant Accounting Policies - HTML 35K
Property, Plant and Equipment Narrative (Details)
62: R49 Summary of Significant Accounting Policies - HTML 32K
Goodwill and Other Intangible Assets (Details)
63: R50 Summary of Significant Accounting Policies - Stock HTML 41K
Awards (Details)
64: R51 Summary of Significant Accounting Policies - Other HTML 36K
Narrative (Details)
65: R52 Summary of Significant Accounting Policies - Real HTML 41K
Estate Segment Restructuring Plan (Details)
66: R53 Summary of Significant Accounting Policies - HTML 42K
Schedule of Investments and Other Income (Details)
67: R54 Summary of Significant Accounting Policies - HTML 53K
Acquisitions (Details)
68: R55 Revenue Recognition - Disaggregation of Revenue HTML 73K
(Details)
69: R56 Revenue Recognition - Contract Balances (Details) HTML 53K
70: R57 Revenue Recognition - Narrative (Details) HTML 60K
71: R58 Revenue Recognition - Performance Obligation HTML 35K
(Details)
72: R59 Current Expected Credit Losses - Narrative HTML 35K
(Details)
73: R60 Current Expected Credit Losses - Rollforward HTML 40K
(Details)
74: R61 Earnings (Loss) Per Share - Narrative (Details) HTML 38K
75: R62 Earnings (Loss) Per Share - Net Income (Loss) for HTML 50K
Purposes of Determining Basic and Diluted EPS
(Details)
76: R63 Earnings (Loss) Per Share - Basic and Diluted HTML 34K
Earnings Per Share (Details)
77: R64 Leases - Narrative (Details) HTML 50K
78: R65 Leases - Lease Expense and Supplemental Cash Flow HTML 49K
Information (Details)
79: R66 Leases - Supplemental Balance Sheet Information HTML 35K
(Details)
80: R67 Leases - Maturities of Operating and Financing HTML 48K
Lease Liabilities (Details)
81: R68 Long-Term Investments - Components of Investment HTML 45K
Securities (Details)
82: R69 Long-Term Investments - Summary of Unrealized and HTML 38K
Realized Net Gains (Details)
83: R70 Long-Term Investments - Gross Realized Gains and HTML 31K
Losses on Investment Securities (Details)
84: R71 Long-Term Investments - Narrative (Details) HTML 51K
85: R72 Property and Equipment, net (Details) HTML 45K
86: R73 Equity Method Investments - Schedule of Equity HTML 36K
Method Investments (Details)
87: R74 Equity Method Investments - Narrative (Details) HTML 60K
88: R75 Goodwill and Other Intangible Assets - Schedule of HTML 42K
Goodwill and Other Intangible Assets, Net
(Details)
89: R76 Goodwill and Other Intangible Assets - Schedule of HTML 45K
Goodwill and Other Intangible Assets, Net
(Details)
90: R77 Goodwill and Other Intangible Assets - Narrative HTML 32K
(Details)
91: R78 Goodwill and Other Intangible Assets - Schedule of HTML 50K
Intangible Asset and Contract Liabilities Assumed
(Details)
92: R79 Employee Benefit Plans - Narrative (Details) HTML 33K
93: R80 Income Taxes - Schedule of Amounts Provided for HTML 52K
Income Taxes (Details)
94: R81 Income Taxes - Deferred Tax Assets and Liabilities HTML 67K
(Details)
95: R82 Income Taxes - Narrative (Details) HTML 40K
96: R83 Income Taxes - Income Tax Reconciliation (Details) HTML 58K
97: R84 Stock Compensation - Narrative (Details) HTML 54K
98: R85 Stock Compensation - Summary of Restricted Stock HTML 57K
Award Transactions (Details)
99: R86 Supplemental Cash Flow Information (Details) HTML 40K
100: R87 Related Party Transactions (Details) HTML 75K
101: R88 Investments and Fair Value Measurements - Fair HTML 81K
Value Measurements (Details)
102: R89 Investments and Fair Value Measurements - HTML 59K
Quantitative Information about Level 3 Fair Value
Measurements (Details)
103: R90 Segment Information - Operations Before Taxes HTML 67K
(Details)
104: R91 Escrow Funds In Holding (Details) HTML 31K
105: R92 Schedule II - Valuation and Qualifying Accounts HTML 40K
(Details)
107: XML IDEA XML File -- Filing Summary XML 199K
110: XML XBRL Instance -- doug-20231231_htm XML 2.21M
106: EXCEL IDEA Workbook of Financial Report Info XLSX 186K
10: EX-101.CAL XBRL Calculations -- doug-20231231_cal XML 260K
11: EX-101.DEF XBRL Definitions -- doug-20231231_def XML 642K
12: EX-101.LAB XBRL Labels -- doug-20231231_lab XML 1.92M
13: EX-101.PRE XBRL Presentations -- doug-20231231_pre XML 1.24M
9: EX-101.SCH XBRL Schema -- doug-20231231 XSD 200K
108: JSON XBRL Instance as JSON Data -- MetaLinks 640± 930K
109: ZIP XBRL Zipped Folder -- 0001878897-24-000014-xbrl Zip 1.12M
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Douglas Elliman Inc. (the “Company”) has adopted this executive compensation clawback policy (this “Policy”) to provide for the recovery or “clawback” of Incentive-Based
Compensation earned by current or former Executive Officers of the Company in the event of a required Restatement (each, as defined herein).
This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standard”). To the extent that any provision in this Policy is ambiguous as to its compliance with the Listing Standard or to the extent any provision in this Policy must be modified to comply with the Listing Standard, such provision will be read, or will be modified, as the case may be, in such a manner so that all applicable provisions under this Policy comply with the Listing Standard. Certain terms used in this
Policy are defined in Section VII below.
II.PROCEDURE; AMOUNT SUBJECT TO RECOVERY
a.Statement of Policy. The Compensation and Human Capital Committee (the “Committee”) of the board of directors of the Company (the “Board”) shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that 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 (a “Restatement”). The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy, except to the extent provided under Section IV below.
b.Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy 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, computed without regard to any taxes paid.
c.Covered Compensation Based on Stock Price or TSR. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Committee based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and
provide such documentation to NYSE to the extent requested or required.
d.Method of Recovery. Without limiting Section III, the Committee will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognizing that different means of recovery may be appropriate in different circumstances.
III.SCOPE OF POLICY
a.Persons Covered and Recovery Period. This Policy applies to all Incentive-Based Compensation received by a person:
i.after
beginning service as an Executive Officer;
ii.who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation;
iii.while the Company has a class of securities listed on a national securities exchange; and
iv.during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement (the “Recovery Period”).
Notwithstanding this look-back requirement, the
Company is only required to apply this Policy to Incentive-Based Compensation received on or after October 2, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs before or after the end of that period.
b.Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the
Company’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
c.Determining Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
i.the
date 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 a Restatement, and
ii.the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement
is filed.
IV.EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set forth below are met and the Committee has made a determination that recovery would be impracticable:
a.Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount
of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to NYSE.
b.Recovery from Certain Tax-Qualified Retirement Plans. 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 regulations thereunder.
V.PROHIBITION AGAINST INDEMNIFICATION
a.Notwithstanding
the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
VI.DISCLOSURE
a.The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange
Commission (“SEC”) filings.
VII.DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
a.“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company 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 policymaking functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy would include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
b.“Financial
Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
c.“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
VIII.EFFECTIVENESS
a.The
Committee has the sole authority to construe, interpret and implement this Policy, make any determination necessary or advisable in administering this Policy, including determinations regarding how any recovery under this Policy is effected, and amend, modify, supplement, terminate, rescind or replace all or any portion of this Policy. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each person covered by this Policy.
IX.EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
a.This Policy shall be effective as of December 1, 2023. This Policy supersedes any previous policy of the Company concerning the recovery of excess Incentive-Based Compensation earned
by current or former Executive Officers in the event of a required Restatement. 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 and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
