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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Stepan Co. 10-K 12/31/23 130:21M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.43M
2: EX-10.22 Material Contract HTML 88K
3: EX-21 Subsidiaries List HTML 41K
4: EX-23 Consent of Expert or Counsel HTML 37K
5: EX-24 Power of Attorney HTML 40K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 54K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-32 Certification -- §906 - SOA'02 HTML 39K
11: R1 Document and Entity Information HTML 113K
12: R2 Consolidated Statements of Income HTML 139K
13: R3 Consolidated Statements of Comprehensive Income HTML 93K
14: R4 Consolidated Statements of Comprehensive Income HTML 44K
(Parenthetical)
15: R5 Consolidated Balance Sheets HTML 148K
16: R6 Consolidated Balance Sheets (Parenthetical) HTML 47K
17: R7 Consolidated Statements of Cash Flows HTML 137K
18: R8 Consolidated Statements of Equity HTML 90K
19: R9 Consolidated Statements of Equity (Parenthetical) HTML 48K
20: R10 Pay vs Performance Disclosure HTML 49K
21: R11 Insider Trading Arrangements HTML 42K
22: R12 Summary of Significant Accounting Policies HTML 134K
23: R13 Fair Value Measurements HTML 119K
24: R14 Derivative Instruments HTML 45K
25: R15 Goodwill and Other Intangible Assets HTML 191K
26: R16 Inventories HTML 49K
27: R17 Debt HTML 128K
28: R18 Leases HTML 89K
29: R19 Other, Net HTML 65K
30: R20 Income Taxes HTML 259K
31: R21 Stockholders' Equity HTML 45K
32: R22 Stock-based Compensation HTML 152K
33: R23 Deferred Compensation HTML 45K
34: R24 Postretirement Benefit Plans HTML 504K
35: R25 Accrued Liabilities HTML 52K
36: R26 Other Non-Current Liabilities HTML 55K
37: R27 Contingencies HTML 55K
38: R28 Segment Reporting HTML 262K
39: R29 Earnings Per Share HTML 85K
40: R30 Accumulated Other Comprehensive Income (Loss) HTML 155K
41: R31 Acquisitions HTML 57K
42: R32 Revenue from Contracts with Customers HTML 133K
43: R33 Business Restructuring, Assets Impairment and HTML 45K
Asset Disposition
44: R34 Noncash Investing and Financing Activities HTML 42K
45: R35 Summary of Significant Accounting Policies HTML 192K
(Policies)
46: R36 Summary of Significant Accounting Policies HTML 55K
(Tables)
47: R37 Fair Value Measurements (Tables) HTML 115K
48: R38 Goodwill and Other Intangible Assets (Tables) HTML 190K
49: R39 Inventories (Tables) HTML 50K
50: R40 Debt (Tables) HTML 112K
51: R41 Leases (Tables) HTML 86K
52: R42 Other, Net (Tables) HTML 64K
53: R43 Income Taxes (Tables) HTML 250K
54: R44 Stock-based Compensation (Tables) HTML 135K
55: R45 Postretirement Benefit Plans (Tables) HTML 496K
56: R46 Accrued Liabilities (Tables) HTML 51K
57: R47 Other Non-Current Liabilities (Tables) HTML 55K
58: R48 Segment Reporting (Tables) HTML 261K
59: R49 Earnings Per Share (Tables) HTML 84K
60: R50 Accumulated Other Comprehensive Income (Loss) HTML 157K
(Tables)
61: R51 Acquisitions (Tables) HTML 48K
62: R52 Revenue from Contracts with Customers (Tables) HTML 126K
63: R53 Summary of Significant Accounting Policies - HTML 125K
Additional Information (Detail)
64: R54 Summary of Significant Accounting Policies - HTML 44K
Allowance for Doubtful Accounts and Other Accounts
Receivable Allowances (Detail)
65: R55 Fair Value Measurements - Additional Information HTML 38K
(Detail)
66: R56 Fair Value Measurements - Fair Values and Related HTML 43K
Carrying Values of Debt (Detail)
67: R57 Fair Value Measurements - Financial Assets and HTML 57K
Liabilities, Excluding Cash and Cash Equivalents,
Measured on a Recurring Basis at Fair Value
(Detail)
68: R58 Derivative Instruments - Additional Information HTML 53K
(Detail)
69: R59 Goodwill and Other Intangible Assets - Schedule of HTML 72K
Changes in Carrying Value of Goodwill (Detail)
70: R60 Goodwill and Other Intangible Assets - Additional HTML 68K
Information (Detail)
71: R61 Goodwill and Other Intangible Assets - Components HTML 58K
of Other Intangible Assets and Changes in Gross
Carrying Values (Detail)
72: R62 Goodwill and Other Intangible Assets - Estimated HTML 48K
Amortization Expense for Identifiable Intangibles
Assets (Detail)
73: R63 Inventories - Composition of Inventories (Detail) HTML 43K
74: R64 Debt - Debt (Detail) HTML 94K
75: R65 Debt - Debt (Parenthetical) (Detail) HTML 60K
76: R66 Debt - Additional Information (Detail) HTML 137K
77: R67 Debt - Schedule of Net Interest Expense (Detail) HTML 46K
78: R68 Leases - Additional Information (Detail) HTML 59K
79: R69 Leases - Schedule of Lease Cost Recognized in both HTML 51K
Cost of Sale and Operating Expenses (Detail)
80: R70 Leases - Schedule of Lease Liability Payments HTML 62K
(Detail)
81: R71 Leases - Schedule of Operating Leases Weighted HTML 41K
Average, Remaining Lease Term and Discount Rate
(Detail)
82: R72 Other, Net - Other Net in Consolidated Statements HTML 53K
of Income (Detail)
83: R73 Income Taxes - Schedule of Provision for Taxes on HTML 72K
Income and Other Related Income Before Taxes
(Detail)
84: R74 Income Taxes - Summary of Variations Between the HTML 83K
Effective and Statutory U.S. Federal Income Tax
Rates (Detail)
85: R75 Income Taxes - Schedule Showing Tax Effects of HTML 83K
Significant Temporary Differences Representing
Deferred Tax Assets and Liabilities (Detail)
86: R76 Income Taxes - Additional Information (Detail) HTML 63K
87: R77 Income Taxes - Schedule of Reconciliations of HTML 50K
Unrecognized Tax Benefits (Detail)
88: R78 Stockholders' Equity - Additional Information HTML 52K
(Detail)
89: R79 Stock-based Compensation - Additional Information HTML 98K
(Detail)
90: R80 Stock-based Compensation - Fair Value Assumptions HTML 55K
for Stock Options (Detail)
91: R81 Stock-based Compensation - Summary of Stock Option HTML 84K
Activity (Detail)
92: R82 Stock-based Compensation - Summary of Stock Award HTML 66K
Activity (Detail)
93: R83 Stock-based Compensation - Summary of SARs HTML 67K
Activity (Detail)
94: R84 Deferred Compensation - Additional Information HTML 42K
(Detail)
95: R85 Postretirement Benefit Plans - Obligations and HTML 75K
Funded Status (Detail)
96: R86 Postretirement Benefit Plans - Schedule of Amounts HTML 53K
Recognized in Balance Sheets (Detail)
97: R87 Postretirement Benefit Plans - Amounts Recognized HTML 42K
in Accumulated Other Comprehensive Income (Detail)
98: R88 Postretirement Benefit Plans - Components of Net HTML 55K
Periodic Benefit Cost (Detail)
99: R89 Postretirement Benefit Plans - Other Changes in HTML 53K
Plan Assets and Benefit Obligations Recognized in
Other Comprehensive Income (Detail)
100: R90 Postretirement Benefit Plans - Estimated Future HTML 54K
Benefit Payments (Detail)
101: R91 Postretirement Benefit Plans - Weighted-Average HTML 42K
Assumptions Used To Determine Benefit Obligations
(Detail)
102: R92 Postretirement Benefit Plans - The Weighted HTML 46K
Average Assumptions Used to Determine Net Periodic
Benefit Costs (Detail)
103: R93 Postretirement Benefit Plans - Defined Benefit HTML 92K
Plans - Additional Information (Detail)
104: R94 Postretirement Benefit Plans - Company's Asset HTML 81K
Allocations for its U.S. Pension Plans by Asset
Category (Detail)
105: R95 Postretirement Benefit Plans - Company's Asset HTML 63K
Allocations for its U.K. Pension Plans by Asset
Category (Detail)
106: R96 Postretirement Benefit Plans - Fair Value Changes HTML 47K
Within Asset Categories for which Fair Value
Measurements Use Significant Unobservable Inputs
Level 3 (Detail)
107: R97 Postretirement Benefit Plans - Defined HTML 44K
Contribution Expenses for Company's Qualified
Defined Contribution Plans and Statutory Profit
Sharing Contributions (Detail)
108: R98 Postretirement Benefit Plans - Defined HTML 51K
Contribution Plans - Additional Information
(Detail)
109: R99 Accrued Liabilities - Composition of Accrued HTML 45K
Liabilities (Detail)
110: R100 Other Non-Current Liabilities - Statement of HTML 49K
Composition of Other Non Current Liabilities
(Detail)
111: R101 Contingencies - Additional Information (Detail) HTML 55K
112: R102 Segment Reporting - Additional Information HTML 38K
(Detail)
113: R103 Segment Reporting - Operating Segment (Detail) HTML 80K
114: R104 Segment Reporting - Reconciliation of Segment HTML 85K
Information to Consolidated Financial Statements
(Detail)
115: R105 Segment Reporting - Summary of Company Wide HTML 78K
Geographic Data (Detail)
116: R106 Earnings Per Share - Computation of Basic and HTML 86K
Diluted Earnings Per Share (Detail)
117: R107 Earnings Per Share - Computation of Basic and HTML 41K
Diluted Earnings Per Share (Parenthetical)
(Detail)
118: R108 Accumulated Other Comprehensive Income (Loss) - HTML 70K
Summary of Changes in Accumulated Other
Comprehensive Income (Loss) (Detail)
119: R109 Accumulated Other Comprehensive Income (Loss) - HTML 76K
Summary of Amounts Reclassified Out of Accumulated
Other Comprehensive Income (Detail)
120: R110 Acquisitions - Additional Information (Detail) HTML 98K
121: R111 Acquisitions - Summary of Purchase Price HTML 53K
Allocation for Major Components of Acquisition
(Detail)
122: R112 Revenue from Contracts with Customers - Additional HTML 53K
Information (Detail)
123: R113 Revenue from Contracts with Customers - Summary of HTML 75K
Geographic Disaggregation of Net Sales (Detail)
124: R114 Business Restructuring, Assets Impairment and HTML 65K
Asset Disposition - Additional Information
(Detail)
125: R115 Noncash Investing and Financing Activities - HTML 46K
Additional Information (Detail)
127: XML IDEA XML File -- Filing Summary XML 252K
130: XML XBRL Instance -- scl-20231231_htm XML 5.96M
126: EXCEL IDEA Workbook of Financial Report Info XLSX 275K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.05M
Linkbases Document -- scl-20231231
128: JSON XBRL Instance as JSON Data -- MetaLinks 840± 1.35M
129: ZIP XBRL Zipped Folder -- 0000950170-24-022778-xbrl Zip 946K
| EX-97 |
Exhibit 97
CLAWBACK POLICY
As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Human Capital and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Stepan Company (the “Company”) has adopted this Clawback Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board. Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
A. Compensation Recovery
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer 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 U.S. 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 (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from any such Covered Officer.
B. Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded Covered Compensation.
C. Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance (as defined below), and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Final Guidance. This Policy is in addition to and is not intended to change or interpret any federal or state law or regulation, including the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation of the Company, or the Amended and Restated By-Laws of the Company. The Committee will
©2023 Stepan Company. All Rights Reserved.
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Exhibit 97
CLAWBACK POLICY
review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.
Each Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the Company’s Chief Human Resources Officer an acknowledgment of and consent to this Policy, in a form reasonably acceptable to and provided by the Company from time to time, (1) acknowledging and consenting to be bound by the terms of this Policy, (2) agreeing to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the Company pursuant to this Policy, and (3) agreeing that the Company may enforce its rights under this Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy.
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”).
IV. EXCEPTIONS
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (A) one of the following conditions is met and (B) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):
©2023 Stepan Company. All Rights Reserved.
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Exhibit 97
CLAWBACK POLICY
V. REQUESTS FOR ADDITIONAL INFORMATION/INTERPRETATION
Questions regarding this Policy should be directed to the Company’s Legal Department.
VI. DEFINITIONS
For purposes of this Policy:
Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (A) it is Received on or after October 2, 2023; (B) it is Received after such Covered Officer begins service as a Covered Officer; (C) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based Compensation; and (D) it is Received while the Company has a class of securities listed on a national securities exchange or a national securities association. Compensation received prior to October 2, 2023, will continue to be subject to the version of this Policy that was effective prior to October 16, 2023.
For Incentive-Based Compensation based on stock price or total stockholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.
©2023 Stepan Company. All Rights Reserved.
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Exhibit 97
CLAWBACK POLICY
VII. DISCLOSURE
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance.
©2023 Stepan Company. All Rights Reserved.
Page 4 of 5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | |||
| For Period end: | 12/31/23 | |||
| 10/16/23 | 4 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||