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9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 67K Awarded Compensation
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Liabilities Accounted for at Fair Value on
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Related Number of Derivative Contracts Categorized
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103: R89 Collateralized Transactions - Additional HTML 56K
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104: R90 Collateralized Transactions - Summary of HTML 136K
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107: R93 Securitization Activities - Summary of Retained HTML 69K
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108: R94 Variable Interest Entities - Assets and HTML 125K
Liabilities of Consolidated VIEs Prior to
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109: R95 Variable Interest Entities - Variable Interests in HTML 94K
Non-Consolidated Variable Interest Entities
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110: R96 Variable Interest Entities - Non-consolidated VIEs HTML 99K
- Additional Information (Details)
111: R97 Investments - Loans and Investments In Related HTML 58K
Parties (Details)
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113: R99 Investments - Summary of Selected Financial HTML 107K
Information for Jefferies Finance (Details)
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115: R101 Investments - Summary of Selected Financial HTML 116K
Information for Berkadia (Details)
116: R102 Investments - OpNet - Narrative (Details) HTML 78K
117: R103 Investments - Summary of Selected Financial HTML 91K
Information for OpNet (Details)
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Information For Stratos (Details)
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121: R107 Investments - Summary of Selected Financial HTML 92K
Information For Golden Queen Mining Company
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123: R109 Investments - Summary of Selected Financial HTML 95K
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125: R111 Investments - Summary of Selected Financial HTML 103K
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126: R112 Investments - Asset Management Companies - HTML 94K
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127: R113 Investments - Summar of Selected Financial HTML 71K
Information For Asset Management Companies
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128: R114 Investments - ApiJect - Narrative (Details) HTML 68K
129: R115 Investments - Summary of Selected Financial HTML 59K
Information For Apiject (Details)
130: R116 Investments - SPAC - Narrative (Details) HTML 61K
131: R117 Credit Losses on Financial Assets Measured at HTML 65K
Amortized Cost - Narrative (Details)
132: R118 Credit Losses on Financial Assets Measured at HTML 66K
Amortized Cost - Rollforward of the Allowance for
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133: R119 Credit Losses on Financial Assets Measured at HTML 88K
Amortized Cost - Summary of Automobile Loans Held
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134: R120 Credit Losses on Financial Assets Measured at HTML 93K
Amortized Cost - Aging of Automobile Loans Held
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135: R121 Credit Losses on Financial Assets Measured at HTML 66K
Amortized Cost - Schedule of Allowance for Credit
Loss - Investing Banking (Details)
136: R122 Goodwill and Intangible Assets - Schedule of HTML 69K
Goodwill (Details)
137: R123 Goodwill and Intangible Assets - Summary of HTML 89K
Intangible Assets (Details)
138: R124 Goodwill and Intangible Assets - Additional HTML 55K
Information (Details)
139: R125 Goodwill and Intangible Assets - Future HTML 63K
Amortization Expense Related to Intangible Assets
(Details)
140: R126 Short-Term Borrowings - Schedule of Short-Term HTML 61K
Borrowings (Details)
141: R127 Short-Term Borrowings - Additional Infomation HTML 59K
(Details)
142: R128 Long-Term Debt - Summary of Long-Term Debt HTML 182K
Carrying Values Including Unamortized Discounts
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143: R129 Long-Term Debt - Narrative (Details) HTML 103K
144: R130 Leases - Finance Lease ROU Assets (Details) HTML 60K
145: R131 Leases - Maturities of Lease Liabilities (Details) HTML 81K
146: R132 Leases - Additional Information (Details) HTML 55K
147: R133 Leases - Lease Cost (Details) HTML 61K
148: R134 Leases - Supplemental Information of Cash Flows HTML 56K
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149: R135 Preferred Shares - Narrative (Details) HTML 124K
150: R136 Common Shares and Earnings Per Common Share - HTML 117K
Earnings Per Share Computation (Details)
151: R137 Accumulated Other Comprehensive Income (Loss) - HTML 81K
Summary of Accumulated Other Comprehensive Income,
Net of Taxes (Details)
152: R138 Accumulated Other Comprehensive Income (Loss) - HTML 98K
Schedule of Accumulated Other Comprehensive Income
Reclassifications (Details)
153: R139 Revenues from Contracts with Customers - HTML 95K
Components of Revenue (Details)
154: R140 Revenues from Contracts with Customers - HTML 105K
Disaggregation of Revenue (Details)
155: R141 Revenues from Contracts with Customers - HTML 68K
Additional Information (Details)
156: R142 Benefit Plans - Narrative (Details) HTML 84K
157: R143 Benefit Plans - Changes in Projected Benefit HTML 88K
Obligation and Components of Net Periodic Pension
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158: R144 Benefit Plans - Components of Net Periodic Pension HTML 94K
Cost (Details)
159: R145 Benefit Plans - Assumptions Used to Determine HTML 66K
Actuarial Present Value of Projected Benefit
Obligation and Net Periodic Pension Benefit Cost
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160: R146 Benefit Plans - Expected Benefit Payments HTML 65K
(Details)
161: R147 Compensation Plans - Equity Compensation Plan HTML 64K
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162: R148 Compensation Plans - Senior Executive Compensation HTML 170K
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163: R149 Compensation Plans - Activity of Restricted Stock HTML 77K
(Details)
164: R150 Compensation Plans - Schedule of Activity in RSUs HTML 127K
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165: R151 Compensation Plans - Compensation Cost (Details) HTML 78K
166: R152 Compensation Plans - Other Compensation Plan HTML 66K
(Details)
167: R153 Compensation Plans - Remaining Unamortized Amounts HTML 74K
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168: R154 Compensation Plans - Restricted Cash Awards HTML 65K
(Details)
169: R155 Income Taxes - Schedule of Provision For Income HTML 80K
Taxes (Details)
170: R156 Income Taxes - Schedule of Income before Income HTML 62K
Tax, U.S. and non-U.S. (Details)
171: R157 Income Taxes - Schedule of Reconciliation of HTML 109K
Expected Statutory Federal Income Tax to Actual
Income Tax Provision (Benefit) (Details)
172: R158 Income Taxes - Schedule of Reconciliation of HTML 64K
Unrecognized Tax Benefits (Details)
173: R159 Income Taxes - Narrative (Details) HTML 67K
174: R160 Income Taxes - Schedule of Deferred Tax Assets and HTML 85K
Liabilities (Details)
175: R161 Commitments, Contingencies and Guarantees - HTML 89K
Commitments and Contingencies (Details)
176: R162 Commitments, Contingencies and Guarantees - HTML 81K
Additional Information (Details)
177: R163 Commitments, Contingencies and Guarantees - HTML 69K
Schedule of Guarantees (Details)
178: R164 Regulatory Requirements - Schedule of Net Capital HTML 61K
and Excess Net Capital (Details)
179: R165 Regulatory Requirements- Additional Information HTML 63K
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180: R166 Segment Reporting - Additional Information HTML 54K
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181: R167 Segment Reporting - Net Revenues, Expenses and HTML 89K
Total Assets by Segment (Details)
182: R168 Segment Reporting - Net Revenues by Geographic HTML 62K
Region (Details)
183: R169 Related Party Transactions - Narrative (Details) HTML 97K
184: R170 Schedule I (Parent Company Only) - Condensed HTML 138K
Statements of Financial Condition (Details)
185: R171 Schedule I (Parent Company Only) - Condensed HTML 145K
Statements of Operations and Comprehensive Income
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186: R172 Schedule I (Parent Company Only) - Condensed HTML 165K
Statements of Cash Flows (Details)
187: R173 Schedule I (Parent Company Only) - Condensed HTML 64K
Statements of Cash Flows (Details)
188: R174 Schedule I (PARENT COMPANY ONLY) - Additional HTML 62K
Information (Details)
189: R175 Schedule I (Parent Company Only) - Condensed HTML 86K
Statements of Financial Condition (Parenthetical)
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192: XML IDEA XML File -- Filing Summary XML 376K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Section 1. Introduction. The board of directors (the “Board”) of Jefferies Financial Group Inc. (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined in Section 4), of certain Incentive-Based Compensation
(as defined in Section 3) received by certain current and former executive officers, as further specified in this Policy. The compensation subject to this Policy is Incentive-Based Compensation “received” (see Section 7 below) by Covered Individuals on or after October 2, 2023 and while the Company had a class of securities listed on a national securities exchange or a national securities association.
This Policy is intended to comply with (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, and implemented by Rule 10D-1 thereunder adopted by the Securities and Exchange Commission (the “SEC”) and (b) the requirements of Section 303A.14 of the Listed Company Manual of the New York Stock Exchange (the
“NYSE”) relating to erroneously awarded compensation.
Section 2. Administration. The Compensation Committee of the Board (the “Compensation Committee”) will administer and interpret this Policy and make all determinations for the administration of this Policy. Any determinations made by the Compensation Committee will be final, binding, and conclusive on all affected individuals. For the avoidance of doubt, any director who is a Covered Individual (as defined below) under this Policy may not participate in discussions related to, or vote on, any potential recovery of that person's Incentive-Based Compensation (as defined below) under this Policy.
Section 3. Incentive-Based Compensation Subject to Recovery. Any compensation (within the scope of Item 402 of SEC Regulation S-K)
that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (“Incentive-Based Compensation”) will be subject to this Policy. A “Financial Reporting Measure” is a measure that is 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. Stock price and total shareholder return are also Financial Reporting Measures. A measure may constitute a Financial Reporting Measure even if it is not presented within the financial statements or included in a filing with the SEC. Incentive-Based Compensation is subject to recovery under this Policy even if the Accounting Restatement was not due to any misconduct or failure of oversight on the part of any individual, including the Covered Individual.
Section
4. Recovery Trigger and Effect. A “Recovery Trigger” will have occurred upon the earlier of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement (as defined below), or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
Following the occurrence of a Recovery Trigger, the Company will recover reasonably promptly the Erroneously Awarded Compensation (as defined below in Section 8) from the applicable Covered Individual(s) in accordance with this Policy.
For
the purposes of this Policy, an “Accounting Restatement” means a restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement) or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little R” restatement). There is no malfeasance required in the Accounting Restatement to trigger this Policy.
For the avoidance of doubt, the
Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements are filed with the SEC.
Section 5. Covered Individuals Subject to this Policy. This Policy is applicable to any current or former “executive officer” of the Company as defined in Section 303A.14 of the NYSE Listed Company Manual who “received” (see Section 7 below) the subject Incentive-Based Compensation after beginning service as an “executive officer” and who served as an “executive officer” at any time during the performance period relating to that Incentive-Based Compensation covered by the Recovery Period (as defined
below) (together, “Covered Individuals”), even if the Covered Individual is no longer serving in such capacity, or has since departed or retired from the Company, at the time of the Recovery Trigger.
Section 6. Recovery Period. This Policy will apply to Incentive-Based Compensation “received” (see Section 7 below) during the three completed fiscal years immediately preceding the date on which a Recovery Trigger occurs (the “Recovery Period”). In addition to these last three completed fiscal years, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following such three completed fiscal years. 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 would be deemed a completed fiscal year.
Section 7. Compensation “Received.” Incentive-Based Compensation is deemed “received” by a Covered Individual in the Company’s fiscal period during which the Financial Reporting Measure (as defined below) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the applicable award occurs after the end of that period.
Section 8. Erroneously Awarded Compensation. In the event of a Recovery Trigger, the Company will seek to recover from any applicable Covered
Individual an amount of Incentive-Based Compensation “received” (see Section 7 above) that exceeds the amount that otherwise would have been “received” (see Section 7 above) by such Covered Individual had it been determined based on the restated amounts, computed without regard to any taxes paid (such excess amount, the “Erroneously Awarded Compensation”). 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 (A) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was “received” (see Section 7 above) and (B) the Company will maintain documentation
of that reasonable estimate and, if required by the NYSE, provide such documentation to the NYSE.
Section 9. Limited Exceptions to Recovery. The Company will demand recovery and recover Erroneously Awarded Compensation in compliance with this Policy, except to the extent that the Compensation Committee, or in the absence of such a committee, a majority of the independent directors serving on the Board, determines that (A) recovery of the Erroneously Awarded Compensation would be duplicative of compensation recovered by the Company from the individual pursuant to Section 304 of the Sarbanes-Oxley Act or pursuant to other recovery obligations (in which case, the amount of Erroneously Awarded Compensation may be appropriately reduced to avoid
such duplication), or (B) recovery would be impracticable, and one of the following conditions applies:
i. the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE;
ii. recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation
based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, and must provide such opinion to the NYSE; or
iii. 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.
Section 10. Method of Recovery. The Compensation Committee will determine in its sole discretion how the Company will effect any reimbursement or recovery
pursuant to this Policy, taking into account all facts and circumstances (including the time value of money and the cost to shareholders of delayed recovery), including, but not limited to the following: (1) seeking repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement, and with any reduction to be effected in a manner that does not result in tax penalties for the Covered Individual under Internal Revenue Code Section 409A) the amount that would otherwise be payable to the Covered Individual under any compensation,
bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the
Company or any of its affiliates; (3) canceling any unvested or unpaid award (whether cash- or equity-based) previously granted to the Covered Individual; (4) if it can be accomplished reasonably promptly, withholding payment of future increases in compensation (including payment of any permissible discretionary bonus payments or amounts) or grants of compensatory or equity awards that otherwise would have been made in accordance with the Company’s applicable compensation practices or decisions; or (5) any combination of the foregoing.
Section 11. Policy Relationship to other Recoupment or Clawback Provisions. This Policy supplements any requirements imposed pursuant to applicable law or regulations, any clawback or recovery provision in the
Company’s other policies, plans, awards and individual employment or other agreements (including any recovery provisions in the Company’s equity incentive plans or award agreements), and any other rights or remedies available to the Company, including termination of employment.
In the event that a recovery is initiated under this Policy, amounts of Incentive-Based Compensation previously recovered by the Company from a Covered Individual pursuant to the Company’s other policies, plans, awards and individual employment or other agreements shall be considered so that recovery
is not duplicative, provided that in the event of a conflict between any applicable clawback or recoupment provision, including this Policy, the right to clawback or recoupment shall be interpreted to result in the greatest clawback or recoupment from the Covered Individual.
Section 12. Amendment of Policy. The Board may amend this Policy at any time, and from time to time, in its discretion.
Section 13. Disclosure. The Company is required to file this Policy as an exhibit to its Form 10-K filed with the SEC and is also subject to the disclosure requirements of Item 402(w) of Regulation S-K, SEC Rule 10D-1 Section 303A.14 of the NYSE Listed Company Manual, as applicable.
Section 14. No Indemnification.
The Company is prohibited from indemnifying any Covered Individual against the loss of Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Individual to fund potential obligations to the Company under this Policy.
Section 15. Successors. This Policy shall be binding and enforceable against all Covered Individuals and their successors, heirs, beneficiaries, executors, administrators or other legal or personal representatives.
Section 16. Validity and Enforceability. 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 applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with Section 303A.14 of the NYSE Listed Company Manual, and any related rules or regulations promulgated by the SEC or the NYSE including any additional or new requirements that become effective after October 2, 2023.
