Exhibit 97
VICTORY CAPITAL HOLDINGS, INC.
Clawback Policy
COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
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COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
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COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
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COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
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COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
Policy Adopted on: October 26, 2023
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COMMENTS \* UPPER \* MERGEFORMAT 67673943.2
VICTORY CAPITAL HOLDINGS, INC.
CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Victory Capital Holdings, Inc. Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
As a condition of receiving Incentive Compensation from the Company, the undersigned agrees that any Incentive Compensation received on or after October 2, 2023 is subject to recovery pursuant to the terms of the Policy, and further agrees to abide by the terms of the Policy including, without limitation, by returning any Erroneously Awarded Compensation to the Company reasonably promptly to the extent required by, and in a manner permitted by, the Policy, as determined by the Committee in its sole discretion.
To the extent any agreement or organizational document purports to provide indemnification against any loss of any Erroneously Awarded Compensation, the Covered Executive hereby irrevocably agrees to forego such indemnification.
To the extent the Company’s recovery right conflicts with any other contractual rights the undersigned may have with the Company, the undersigned understands that the terms of the Policy shall supersede any such contractual rights. The terms of the Policy shall apply in addition to any right of recoupment against the undersigned under applicable law and regulations.
The undersigned acknowledges and agrees that any action by the Company to recoup, or any recoupment of, Erroneously Awarded Compensation under the Policy shall not be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the undersigned, or (ii) to constitute a breach of a contract or other arrangement to which the undersigned is party.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.
Sign: _____________________________
Name: ____________________________
Date: _____________________________
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