Clawback Provisions: Decision Points

By Doug Stewart, Intel Corporation

1. Where is it located?
   • Employment agreement
   • Incentive plan
   • Corporate governance guideline/code of conduct
      
2. Who does it cover?
   • Executive officers
   • Board of Directors
   • Senior finance personnel
   • All plan participants
      
3. What elements of compensation are covered?
   • Bonuses
   • Equity gains
      
4. What actions trigger the provision?
   • Restatements
   • Violation of non-compete agreement
   • Other misconduct
      
5. Who decides whether to clawback?
   • Board
   • Compensation Committee
   • CEO
      
6. How much discretion does the decision maker have?
    
7. How is the clawback amount measured?
   • Specified or left to decision maker
   • Treatment of cash vs. equity
      
8. How far back in time does the provision reach?