Exhibit 97.1
250 Montgomery Street, Suite 200
San Francisco, CA 94104
www.bitwiseinvestments.com
Recovery Policy for Erroneously Awarded Incentive-Based Compensation
Effective Date: January 4, 2024
Introduction
At Bitwise (“Bitwise” or “Company”), we recognize the critical importance of maintaining the highest standards of corporate governance, transparency, and accountability. In alignment with these principles, Bitwise has developed and adopted the below Recovery Policy for Erroneously Awarded Incentive-Based Compensation (“Recovery Policy”) in accordance with NYSE Rule 5.3-E(p) Erroneously Awarded Compensation, as required by the Rules of NYSE Arca, Inc. (the “Exchange”).
Background
The Exchange requires that specific corporate governance and disclosure policies be established by domestic issuers of any equity security listed pursuant to Rule 5.2-E. Issuers of any security that is listed pursuant to the Rules of the Exchange must comply with all of the provisions of Rule 5.3-E, including Rule 5.3-E(p) which requires issuers to adopt and comply with a written Recovery Policy providing that the issuer will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer 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.
Our commitment to ethical conduct, accuracy in financial reporting, and compliance with applicable laws and regulations underscores the need for a structured approach to address the inadvertent award of incentive-based compensation. While Bitwise officers do not currently receive incentive-based compensation, this policy serves as a proactive measure to establish a comprehensive framework for potential future scenarios.
Purpose
The purpose of this Recovery Policy is to establish a framework for the potential recovery of erroneously awarded incentive-based compensation in the event that officers of the company, as defined in the applicable rule and set forth below in the Appendix hereto, are granted such compensation in the future. This policy aims to promote accountability, safeguard the interests of Bitwise’s investors, and ensure compliance with applicable regulations.
This policy applies to all executive officers of Bitwise Investment Advisers, LLC, the sponsor of the issuer, as well as to certain executive officers of Bitwise Asset Management, Inc. (see Appendix: Scope & Definitions) and outlines the procedures and principles that would be followed in the event of such compensation being awarded in the future.
Bitwise commits to promptly recover erroneously awarded incentive-based compensation. Bitwise will initiate a recovery process in the event the Company is obligated to prepare an accounting restatement due to material noncompliance with
250 Montgomery Street, Suite 200
San Francisco, CA 94104
www.bitwiseinvestments.com
securities laws, encompassing corrections of material errors in previously issued financial statements or addressing errors that would result in a material misstatement if uncorrected in the current period.
The recovery amount will be determined based on the difference between the erroneously awarded incentive-based compensation and the amount that would have been awarded based on the restated financial results, and without regard to any taxes paid. For 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 an accounting restatement, the amount will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received. In such a scenario, Bitwise will maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
Bitwise will adhere to the below subsequent recovery steps in the event there is a need to recover erroneously awarded compensation:
Bitwise will be obligated to recover erroneously awarded compensation in accordance with its recovery policy in all cases, except for any such case where a committee of independent directors responsible for executive compensation decisions, or in the absence of such a committee, a majority of the independent directors serving on the Bitwise board, make a determination that recovery would be impracticable for any of the following reasons:
(a) Impracticability may be determined if the direct expense paid to a third party for policy enforcement exceeds the amount to be recovered. Bitwise will attempt reasonable recovery efforts, document them, and provide such documentation to the Exchange before deeming recovery impracticable.
(b) Impracticability due to violation of home country law (adopted before November 28, 2022) requires the company to obtain an opinion from home country counsel, acceptable to the Exchange, confirming such violation before deeming recovery impracticable.
(c) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Bitwise will initiate the recovery process promptly upon the discovery of errors or violations, with the Board actively working towards recovering the amount within a reasonable timeframe. As part of the repayment mechanism, the recovered amount may be deducted from future incentive-based compensation or any other compensation due to the officer. In cases where recovery through future compensation is not feasible, the officer may be obligated to repay the amount directly to the company.
250 Montgomery Street, Suite 200
San Francisco, CA 94104
www.bitwiseinvestments.com
Bitwise will communicate the recovery action to shareholders, regulatory bodies, and other stakeholders as required by applicable laws and regulations. Transparency will be maintained to the extent permitted by law. The Company will file all disclosures with respect to the Recovery Policy in accordance with the requirements of the Federal securities laws, including any disclosure required by the applicable regulatory filings.
Bitwise will review this policy periodically and make any necessary amendments to comply with changes in regulations or best practices.
250 Montgomery Street, Suite 200
San Francisco, CA 94104
www.bitwiseinvestments.com
APPENDIX: SCOPE & DEFINITIONS
(a) After beginning service as an executive officer;
(b) Who served as an executive officer at any time during the performance period for that incentive-based compensation;
(c) While the issuer has a class of securities listed on a national securities exchange or a national securities association; and
(d) During the three completed fiscal years immediately preceding the date that the issuer is required to prepare an accounting restatement as described in paragraph (C)(1) of NYSE Rule 5.3-E(p). In addition to these last three completed fiscal years, the recovery policy must apply to any transition period (that results from a change in the issuer’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the issuer’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year. An issuer’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
(a) The date the issuer’s board of directors, a committee of the board of directors, or the officer or officers of the issuer authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the issuer is required to prepare an accounting restatement as described in paragraph (C)(1) of this Rule 5.3-E(p); or
(b) The date a court, regulator, or other legally authorized body directs the issuer to prepare an accounting restatement as described in paragraph (C)(1) of this Rule 5.3-E(p).
250 Montgomery Street, Suite 200
San Francisco, CA 94104
www.bitwiseinvestments.com