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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/24 Wave Life Sciences Ltd. 10-K 12/31/23 74:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.92M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 197K
3: EX-23.1 Consent of Expert or Counsel HTML 22K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
6: EX-32 Certification -- §906 - SOA'02 HTML 23K
9: R1 Document and Entity Information HTML 96K
10: R2 Consolidated Balance Sheets HTML 140K
11: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K
12: R4 Consolidated Statements of Operations and HTML 94K
Comprehensive Loss
13: R5 Consolidated Statements of Series A Preferred HTML 95K
Shares and Shareholders' Equity
14: R6 Consolidated Statements of Cash Flows HTML 110K
15: R7 Pay vs Performance Disclosure HTML 34K
16: R8 Insider Trading Arrangements HTML 55K
17: R9 The Company HTML 35K
18: R10 Significant Accounting Policies HTML 84K
19: R11 Property and Equipment, Net HTML 47K
20: R12 Accrued Expenses and Other Current Liabilities HTML 38K
21: R13 Collaboration Agreements HTML 94K
22: R14 Share Capital HTML 45K
23: R15 Share-Based Compensation HTML 122K
24: R16 Leases HTML 77K
25: R17 Commitments and Contingencies HTML 26K
26: R18 Net Loss Per Ordinary Share HTML 53K
27: R19 Income Taxes HTML 190K
28: R20 Employee Benefit Plans HTML 26K
29: R21 Related Parties HTML 31K
30: R22 Significant Accounting Policies (Policies) HTML 136K
31: R23 Significant Accounting Policies (Tables) HTML 26K
32: R24 Property and Equipment, Net (Tables) HTML 44K
33: R25 Accrued Expenses and Other Current Liabilities HTML 37K
(Tables)
34: R26 Collaboration Agreements (Tables) HTML 38K
35: R27 Share-Based Compensation (Tables) HTML 113K
36: R28 Leases (Tables) HTML 68K
37: R29 Net Loss Per Ordinary Share (Tables) HTML 53K
38: R30 Income Taxes (Tables) HTML 177K
39: R31 The Company - Additional Information (Detail) HTML 33K
40: R32 Significant Accounting Policies - Additional HTML 59K
Information (Detail)
41: R33 Significant Accounting Policies - Schedule of HTML 33K
Estimated Useful Lives of Assets (Detail)
42: R34 Significant Accounting Policies - Additional HTML 26K
Information (Detail 1)
43: R35 Property and Equipment, Net - Schedule of Property HTML 40K
and Equipment, Net (Detail)
44: R36 Property and Equipment, Net - Additional HTML 24K
Information (Detail)
45: R37 Accrued Expenses and Other Current Liabilities - HTML 30K
Summary of Accrued Expenses and Other Current
Liabilities (Detail)
46: R38 Collaboration Agreements - Additional Information HTML 143K
(Detail)
47: R39 Collaboration Agreements - Summary Of Allocation HTML 34K
of The Total Transaction Price (Details)
48: R40 Share Capital - Additional Information (Detail) HTML 103K
49: R41 Share-Based Compensation - Additional Information HTML 138K
(Detail)
50: R42 Share-Based Compensation - Summary of Share Option HTML 57K
Activity (Detail)
51: R43 Share-Based Compensation - Summary of Fair Value HTML 50K
of Share Options Granted to Employees (Detail)
52: R44 Share-Based Compensation - Summary of Fair Value HTML 43K
of Share Options Granted to Non-employees
(Details)
53: R45 Share-Based Compensation - Summary of RSU Activity HTML 52K
(Detail)
54: R46 Share-Based Compensation - Summary of Share-based HTML 30K
Compensation Expense Classified in Consolidated
Statements of Operations and Comprehensive Loss
(Detail)
55: R47 Leases - Additional Information (Detail) HTML 52K
56: R48 Leases - Summary of Lease Costs Recognized and HTML 42K
Other Information Pertaining to Operating Leases
(Detail)
57: R49 Leases - Schedule of Future Minimum Rental HTML 39K
Payments for Operating Leases Under Topic 842
(Detail)
58: R50 Net Loss Per Ordinary Share - Summary of Basic and HTML 47K
Diluted Net Loss Per Ordinary Share Outstanding
(Detail)
59: R51 Net Loss Per Ordinary Share - Additional HTML 27K
Information (Details)
60: R52 Net Loss Per Ordinary Share - Anti-Dilutive Shares HTML 32K
Excluded from Calculation of Diluted Net Loss Per
Ordinary Share (Detail)
61: R53 Income Taxes - Components of Loss before Income HTML 31K
Taxes (Detail)
62: R54 Income Taxes - Additional Information (Detail) HTML 81K
63: R55 Income Taxes - Deferred Components of Benefit HTML 33K
(Provision), Net for Income Taxes (Detail)
64: R56 Income Taxes - Reconciliation of Statutory Income HTML 48K
Tax Rate (Detail)
65: R57 Income Taxes - Components of Deferred Tax Assets HTML 59K
and Liabilities (Detail)
66: R58 Income Taxes - Summary of Valuation Allowance HTML 30K
(Detail)
67: R59 Income Taxes - Summary of Activity in Unrecognized HTML 29K
Tax Benefits (Detail)
68: R60 Employee Benefit Plans - Additional Information HTML 26K
(Detail)
69: R61 Related Parties - Additional Information (Detail) HTML 40K
71: XML IDEA XML File -- Filing Summary XML 147K
74: XML XBRL Instance -- wve-20231231_htm XML 1.76M
70: EXCEL IDEA Workbook of Financial Report Info XLSX 161K
8: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.42M
Linkbases Document -- wve-20231231
72: JSON XBRL Instance as JSON Data -- MetaLinks 508± 804K
73: ZIP XBRL Zipped Folder -- 0000950170-24-026876-xbrl Zip 3.43M
| EX-97.1 |
Exhibit 97.1
WAVE LIFE SCIENCES LTD.
CLAWBACK POLICY
The Board of Directors (the “Board”) of Wave Life Sciences Ltd. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and final rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation.
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee with respect to this Policy shall be final and binding on all affected individuals.
This Policy applies to the Company’s current and former executive officers, as determined by the Compensation Committee in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which the Company’s securities are listed, and such other employees who may from time to time be deemed subject to the Policy by the Compensation Committee (“Covered Executives”).
For purposes of this Policy, incentive-based compensation (“Incentive-Based Compensation”) includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measures that are determined and presented in accordance with the accounting principles (“GAAP Measures”) used in preparing the Company’s financial statements and any measures derived wholly or in part from such measures, as well as non-GAAP Measures, share price, and total shareholder return (collectively, “Financial Reporting Measures”); however, it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are solely based upon subjective, strategic or operational standards or standards unrelated to Financial Reporting Measures, and (iv) equity awards that vest solely on completion of a specified employment period or without any performance condition. Incentive-Based Compensation is considered received in the fiscal period during which the applicable reporting measure is attained, even if the payment or grant of such award occurs after the end of that period. If an award is subject to both time-based and performance-based vesting conditions, the award is considered received upon satisfaction of the performance-based conditions, even if such an award continues to be subject to the time-based vesting conditions.
For the purposes of this Policy, Incentive-Based Compensation may include, among other things, any of the following:
For purposes of this Policy, Financial Reporting Measures may include, among other things, any of the following:
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance 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 (i) is material to the previously issued financial statements or (ii) is not material to previously issued financial statements, but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Compensation Committee will require reimbursement or forfeiture of any excess Incentive-Based Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement (the “Look-Back Period”). For the purposes of this Policy, the date on which the Company is required to prepare an accounting restatement is the earlier of (i) the date the Compensation Committee concludes or reasonably should have concluded that the Company is required to prepare a restatement to correct a material error, and (ii) the date a court, regulator, or other legally authorized body directs the Company to restate its previously issued financial statements to correct a material error. The Company’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
Recovery of the Incentive-Based Compensation is only required when the excess award is received by a Covered Executive (i) after the beginning of their service as a Covered Executive, (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 or a national securities association, and (iv) during the Look-Back Period immediately preceding the date on which the Company is required to prepare an accounting restatement.
The amount of Incentive-Based Compensation subject to recovery is the amount the Covered Executive received in excess of the amount of Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated financial statements, as determined by the Compensation Committee. The amount subject to recovery will be calculated on a pre-tax basis.
For Incentive-Based Compensation received as cash awards, the erroneously awarded compensation is the difference between the amount of the cash award that was received (whether payable in a lump sum or over time) and the amount that should have been received applying the restated Financial Reporting Measure. For cash awards paid from bonus pools, the erroneously awarded Incentive-Based Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
For Incentive-Based Compensation received as equity awards that are still held at the time of recovery, the amount subject to recovery is the number of shares or other equity awards received or vested in excess of the number that should have been received or vested applying the restated Financial Reporting Measure. If the equity award has been exercised, but the underlying shares have not been sold, the erroneously awarded compensation is the number of shares underlying the award.
In instances where the Company is not able to determine the amount of erroneously awarded Incentive-Based Compensation directly from the information in the accounting restatement, the amount will be based on the Company’s reasonable estimate of the effect of the accounting restatement on the applicable measure. In such instances, the Company will maintain documentation of the determination of that reasonable estimate.
The Compensation Committee will determine, in its sole discretion, subject to applicable law, the method for recouping Incentive-Based Compensation hereunder, which may include, without limitation:
2
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
The Compensation Committee shall recover any excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Compensation Committee in accordance with Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which the Company’s securities are listed.
This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply to Incentive-Based Compensation that is received by a Covered Executive on or after that date, as determined by the Compensation Committee in accordance with applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
As the administrator of the Policy, the Compensation Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed. The Compensation Committee may terminate this Policy at any time.
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 pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
3
COVERED EXECUTIVE ACKNOWLEDGMENT & AGREEMENT
PERTAINING TO THE WAVE LIFE SCIENCES LTD. CLAWBACK POLICY
This Acknowledgment & Agreement (the “Acknowledgment”) is delivered by the undersigned employee (“Covered Executive”), as of the date set forth below, to Wave Life Sciences Ltd. (the “Company”). Effective as of October 2, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of the Company adopted the Wave Life Sciences Ltd. Clawback Policy, attached as Exhibit A hereto (as amended, restated, supplemented or otherwise modified from time to time by the Board or the Compensation Committee, which administers the Policy, the “Clawback Policy”).
In consideration of the continued benefits to be received from the Company (and/or any subsidiary of the Company) and Covered Executive’s right to participate in, and as a condition to the receipt of, Incentive-Based Compensation (as defined in the Clawback Policy), Covered Executive hereby acknowledges and agrees to the following:
No modifications, waivers or amendments of the terms of this Acknowledgment shall be effective unless signed in writing by Covered Executive and the Company. The provisions of this Acknowledgment shall inure to the benefit of the Company, and shall be binding upon, the successors, administrators, heirs, legal representatives and assigns of Covered Executive.
By signing below, Covered Executive agrees to the application of the Clawback Policy and the other terms of this Acknowledgment.
______________________________________
Name:
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/6/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 8-K | |||
| List all Filings | ||||