EX-97.1 10 ex971-executivecompensatio.htm EX-97.1 COMPENSATION RECOVERY POLICY
CIMPRESS PLC
COMPENSATION RECOVERY POLICY
Adopted on June 19, 2023
1. Overview and Definitions
This Policy sets forth the circumstances and procedures under which Cimpress plc, an Irish public limited company (the “Company”), shall recover Erroneously Awarded Compensation (as defined below) from current and former executive officers of the Company in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq Stock Market.
a.“Applicable Recovery Period” means, with respect to a Material Financial Restatement, the three completed fiscal years immediately preceding the earlier to occur of: (i) the date the Company’s Board of Directors or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Material Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Financial Restatement. In addition, if the Company has changed its fiscal year: (1) any transition period of less than nine months occurring within or immediately following such three completed fiscal years will also be part of such Applicable Recovery Period and (2) any transition period of nine to 12 months will be deemed to be a completed fiscal year.
b.“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act.
c.“Committee” means the Compensation Committee of the Company’s Board of Directors or, in the absence of such committee, a majority of independent directors serving on the Board of Directors.
d.A “Covered Person means any person who served the Company as an “executive officer” as defined in the Applicable Rules, received Incentive-Based Compensation after beginning service as an executive officer (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role) and served as an executive officer at any time during the performance period for such Incentive-Based Compensation. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation is determined as of the time of receipt of such Erroneously Awarded Compensation regardless of their current role or status with the Company. For example, if a person began service as an executive officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an executive officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an executive officer where such person served as an executive officer at any time during the performance period for such Erroneously Awarded Compensation.

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e.“Erroneously Awarded Compensation” means, with respect to a Material Financial Restatement, the amount of any Incentive-Based Compensation received by a Covered Person on or after October 2, 2023 during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in the Material Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to 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 a Material Financial Restatement, shall be based on a reasonable estimate of the effect of the Material Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules.
f.“Exchange” means The Nasdaq Stock Market LLC.
g.“Incentive-Based Compensation” means any compensation provided directly or indirectly by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a financial reporting measure that satisfies one or more of the following: (i) the measure is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) the measure is derived wholly or in part from one or more measures described in clause (i) (including, for example, a non-GAAP financial measure), or (iii) the measure is or is based upon stock price or total shareholder return. Incentive-Based Compensation is deemed received, earned or vested when such financial reporting measure is attained, not when the actual payment, grant or vesting occurs. For clarity, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures, do not constitute Incentive-Based Compensation.
h.A “Material Financial Restatement” means an accounting restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the 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.
2. Compensation Recovery Requirement
If the Company is required to prepare a Material Financial Restatement, the Company shall reasonably promptly recover all Erroneously Awarded Compensation with respect to such Material Financial Restatement, and each Covered Person shall take all actions necessary to enable such recovery.
3. Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the
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following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; (ii) recovery would cause the Company to violate applicable law, and the Company obtains an opinion of counsel that recovery would result in a violation of such law and provides the opinion to the Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
4. Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the Covered Person shall return the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments).
5. Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
a.requiring reimbursement of cash Incentive-Based Compensation previously paid;
b.seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
c.cancelling or rescinding some or all outstanding vested or unvested equity-based awards;
d.adjusting or withholding from unpaid compensation or other set-off;
e.cancelling or setting-off against planned future grants of equity-based awards; and/or
f.any other method permitted by applicable law or contract.
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied their obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
6. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Material Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above,
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nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules. This Policy shall be deemed to be automatically amended as of the date the Applicable Rules become effective with respect to the Company to the extent required for this Policy to comply with the Applicable Rules.
7. Policy Administration
The Committee shall administer this Policy. The Committee has such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee has full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and has full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
8. Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation recovered under this Policy.
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