Exhibit 97.1
Apartment Investment and Management Company
Clawback Policy Acknowledgement
On July 28, 2014, the Board of Directors of Apartment Investment and Management Company (the “Company”) adopted the Apartment Investment and Management Company Clawback Policy as amended on January 26, 2015, and further amended on July 26, 2023 (the “Policy”). The Policy is attached hereto as Annex A.
By signing below, you hereby acknowledge and agree that:
In addition, you hereby acknowledge and agree that any Compensation may be subject to reimbursement and/or forfeiture pursuant to applicable law under circumstances that are different from those applicable under the Policy, and you consent to application of any such reimbursement or forfeiture to comply with such applicable law. You further acknowledge that the Policy may be amended at any time, including any amendment to comply with applicable law, and that you will be subject to the Policy, as amended.
The Policy and this Acknowledgement will be governed by and construed in accordance with the internal laws of the State of Colorado, without regard to principles of conflict of laws which could cause the application of the law of any other jurisdiction.
If the terms of the Policy and this Acknowledgement conflict, the terms of the Policy shall prevail.
By signing below, you agree to the application of the Policy to you and to the other terms of this Acknowledgement.
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| APARTMENT INVESTMENT AND MANAGEMENT COMPANY |
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Date: | July 26, 2023 | By: | /s/ Jennifer Johnson |
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| Jennifer Johnson |
Date: | July 26, 2023 | By: | /s/ Wes Powell |
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| Wes Powell |
Exhibit 97.1
Date: | July 26, 2023 | By: | /s/ H. Lynn C. Stanfield |
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| H. Lynn C. Stanfield |
Date: | July 26, 2023 | By: | /s/ Kellie E. Dreyer |
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| Kellie E. Dreyer |
Exhibit 97.1
Apartment Investment and Management Company
Clawback Policy
(as of July 26, 2023)
The Board of Directors (the “Board”) of Apartment Investment and Management Company (the “Company”) believes it is appropriate for the Company to adopt the following clawback policy (the ”Policy“) to be applied to Executives (as defined below) of the Company:
Definitions:
For purposes of this Policy, the following definitions shall apply:
Exhibit 97.1
Forfeiture and Reimbursement:
In the event of a Restatement, the Company will require, to the fullest extent permitted by applicable law, that an Executive forfeit and/or reimburse the Company for the Executive’s Erroneously Awarded Compensation as determined in accordance with the following guidelines:
To the extent that an Executive does not make reimbursement to the Company under this Policy within a reasonable time following demand by the Company, or any shares of Erroneously Awarded Compensation have been sold by the Executive, the Company shall have the right to reduce, cancel or withhold against outstanding, unvested, vested or future cash or equity-based compensation, or require a substitute form of reimbursement, in each case to the maximum extent permitted under applicable law.
The Company shall not be required to pursue recovery of Erroneously Awarded Compensation from one or more Executives if the Committee determines: (i) pursuing such recovery would be impracticable because the direct expense paid to a third party to assist in enforcing the policy would exceed the recoverable amounts and the issuer has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to that company’s applicable listing exchange; (ii) pursuing such recovery would violate the listed company’s home country laws and the company provides an opinion of counsel to that effect to the exchange; or (iii) 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 the Internal Revenue Code of 1986, as amended.
No Indemnification:
The Company shall not (i) indemnify any current or former Executive against loss of compensation under this Policy or (ii) provide for reimbursement to any current or former Executive for loss of compensation in accordance with this Policy. In no event shall the Company be required to award Executives an additional payment if the Restatement would have resulted in a higher incentive compensation payment.
Authority and Interpretations:
This Policy generally will be administered and interpreted by the Committee. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. The determinations of the Committee under this Policy need not be uniform with respect to all Executives.
This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from
Exhibit 97.1
time to time, and any related rules or regulations promulgated by the SEC or NYSE, including any additional or new requirements that become effective after the Effective Date. Any such amendment shall be effective at such time as is necessary to comply with Section 10D of the Exchange Act.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy.
The rights of the Company under this Policy to seek forfeiture or reimbursement 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.
Amendment and Termination:
To the extent permitted by, and in a manner consistent with, applicable SEC and NYSE rules and regulations, the Committee reserves the power to terminate, suspend, revise or amend this Policy.
Successors:
This Policy shall be binding and enforceable against all Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.