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1: 10-K Annual Report HTML 2.01M
2: EX-4.5 Instrument Defining the Rights of Security Holders HTML 64K
3: EX-21.1 Subsidiaries List HTML 168K
4: EX-23.1 Consent of Expert or Counsel HTML 25K
5: EX-23.2 Consent of Expert or Counsel HTML 25K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 32K Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
16: R1 Cover HTML 99K
17: R2 Audit Information HTML 31K
18: R3 Consolidated Balance Sheets HTML 118K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
20: R5 Consolidated Statement of Operations HTML 115K
21: R6 Consolidated Statements of Equity HTML 102K
22: R7 Consolidated Statements of Cash Flows HTML 124K
23: R8 Company HTML 34K
24: R9 Summary of Significant Accounting Policies HTML 70K
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26: R11 Variable Interest Entities HTML 42K
27: R12 Real Estate Inventories HTML 37K
28: R13 Capitalized Interest HTML 28K
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31: R16 Notes and Other Debts Payable, net HTML 47K
32: R17 Commitments and Contingencies HTML 57K
33: R18 Related Party Transactions HTML 40K
34: R19 Income Taxes HTML 92K
35: R20 Segment Reporting HTML 75K
36: R21 Fair Value HTML 53K
37: R22 Stock-Based Compensation HTML 68K
38: R23 Stockholders' Equity HTML 43K
39: R24 Earnings Per Share HTML 53K
40: R25 Supplemental Disclosures of Cash Flow Information HTML 51K
41: R26 Subsequent Events HTML 29K
42: R27 Pay vs Performance Disclosure HTML 38K
43: R28 Insider Trading Arrangements HTML 32K
44: R29 Summary of Significant Accounting Policies HTML 118K
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51: R36 Commitment and Contingencies (Tables) HTML 34K
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54: R39 Fair Value (Tables) HTML 51K
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67: R52 Real Estate Inventories - Schedule of Fair Value HTML 40K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
It is the policy of Landsea Homes Corporation (the “Company”) that, in the event the
Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s 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 Clawback Policy (this “Policy”) is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, subject to ratification by the Board of Directors, 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”). This Policy replaces the Landsea Homes Corporation Clawback Policy dated April
19, 2021 with respect to compensation Received on or after October 2, 2023.
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 “executive officer” of the
Company as defined under Rule 10D-1.
“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, all as determined pursuant to Rule 10D-1, and any transition period of less than nine months that is within or immediately following such three fiscal years.
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 without regard to any taxes paid with respect to such compensation. 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, subject to and in accordance with any applicable exceptions under the Nasdaq Stock Market listing rules, and 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; 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.
Dates Referenced Herein and Documents Incorporated by Reference
