Learn · Explainer

Clawback policies

The SEC rule that requires listed companies to recover incentive pay after an accounting restatement, where to find Exhibit 97, and the 10-K cover checkbox.

The short answer

Listed US companies must keep a written policy to recover, or 'claw back,' incentive pay from executive officers if the company restates its financial results and those officers received more than they would have under the restated numbers. The requirement comes from Exchange Act Rule 10D-1 and the listing standards of the New York Stock Exchange and Nasdaq. The policy is filed as Exhibit 97 to the 10-K, and the cover of the 10-K asks whether a restatement triggered a recovery analysis.

The SEC rule

Rule 10D-1 requires national securities exchanges to maintain listing standards under which issuers adopt and comply with a written policy to recover reasonably promptly the amount of erroneously awarded incentive-based compensation from executive officers after an accounting restatement. The recovery is not limited to cases of misconduct: a restatement that changes the numbers can be enough, even if no one is found to have done anything wrong. The usual look-back is the three completed fiscal years before the date the company is required to restate.

Incentive-based compensation, in this rule, is compensation that was at least partly based on a financial reporting measure, such as a bonus tied to earnings or revenue. Salary is generally outside the rule. The amount to recover is the difference between what was paid and what would have been paid based on the restated figures.

Where it appears in the 10-K

Every Form 10-K cover now includes a checkbox item asking about restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Rule 10D-1(b). Apple's fiscal 2026 10-K carries that standard language, as do the 10-Ks of other large companies. Lockheed Martin's 2025 10-K also lists, among its exhibits, "Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement," the usual title for the Exhibit 97 policy.

Source: Apple 10-K for fiscal 2026, filed Nov 3, 2026 · Lockheed Martin 10-K for fiscal 2025, filed Jan 29, 2026

If a recovery was triggered, the company also has to describe it. A checked box or a short Item 9B / proxy discussion is the place to look, not a separate 'clawback filings' form. Many companies also keep an older, broader clawback policy that covers misconduct even when there is no restatement; that policy may go further than Rule 10D-1, but it does not replace it.

Common questions

What is a compensation clawback?

A policy, and in the US a listing-rule requirement, under which a company recovers incentive pay from executive officers if a restatement shows they were paid more than the restated results would have allowed.

Does the officer have to have done something wrong?

Not under Rule 10D-1. The recovery follows the restatement of the numbers, whether or not misconduct is found.

What pay is covered?

Incentive-based compensation that was at least partly based on a financial reporting measure, received during the recovery period, usually the three completed fiscal years before the restatement. Straight salary is generally not covered.

Where is the policy filed?

As Exhibit 97 to the annual report on Form 10-K. The 10-K cover also has a checkbox about whether a restatement required a recovery analysis.

Is this the same as a restatement?

No. A restatement is a revision of previously issued financial statements. The clawback policy is what happens to certain incentive pay if a restatement changes the measures those awards were based on.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 10, 2026

General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.

More in Learn and Tools · Methodology & Disclosures explains where every number comes from.