Exhibit 97
Ocuphire Pharma, Inc.
Compensation Recovery Policy
Adopted and approved on September 12, 2023 and Effective as of September 12, 2023
1. PURPOSE. OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this
Compensation Recovery Policy (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and explains when the Company will be required to seek recovery of Incentive Compensation awarded or paid to a Covered Person. Please refer to EXHIBIT A attached hereto (the “Definitions
Exhibit”) for the definitions of capitalized terms used throughout this Policy.
2. Miscalculation of Financial Reporting Measure Results. In the event of a
Restatement, the Company will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from a Covered Person. Such recovery, in the case of a Restatement, will be made without regard to any individual knowledge or
responsibility related to the Restatement. Notwithstanding the foregoing, if the Company is required to undertake a Restatement, the Company will not be required to recover the Recoverable Incentive Compensation if the Compensation Committee
determines it Impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances. If such Recoverable Incentive Compensation was not awarded or paid on a formulaic basis, the Company will seek to
recover the amount that the Compensation Committee determines in good faith should be recouped.
3. OTHER ACTIONS.The Compensation Committee may, subject to applicable law, seek recovery in the manner it
chooses, including by seeking reimbursement from the Covered Person of all or part of the compensation awarded or paid, by electing to withhold unpaid compensation, by set-off, or by rescinding or canceling unvested stock. In the reasonable
exercise of its business judgment under this Policy, the Compensation Committee may in its sole discretion determine whether and to what extent additional action is appropriate to address the circumstances surrounding a Restatement to minimize
the likelihood of any recurrence and to impose such other discipline as it deems appropriate. To the extent that a Covered Person fails to repay all Recoverable Incentive Compensation to the Company when due, the Company shall, or shall cause
one or more other members of the Company to, take all reasonable and appropriate actions to recover such Recoverable Incentive Compensation from the applicable Covered Person. The applicable Covered Person shall be required to reimburse the
Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Recoverable Incentive Compensation in accordance with the immediately preceding sentence.
4. No Indemnification or Reimbursement. No member of the Company shall be
permitted to insure or indemnify any Covered Person against (i) the loss of any Recoverable Incentive Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement
of its rights under this Policy. Further, no member of the Company shall enter into any agreement that exempts any Incentive Compensation from the application of this Policy or that waives the Company’s right to recovery of any Recoverable
Incentive Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).
5. Administration of Policy. This Policy shall be administered by the
Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary,
appropriate or advisable for the administration of this Policy. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by the
Policy. This Policy is designed to comply with, and shall be interpreted by the Compensation Committee to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D1”) and Nasdaq Listing Rule 5608 (“Listing Standards”). In the administration of this Policy, the Compensation Committee is authorized to consult with
the full Board or such other committees of the Board, as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority.
6. Other Claims and Rights. The remedies under this Policy are in addition to,
and not in lieu of, any legal and equitable claims the Company or any of its affiliates may have or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies, or other authorities. Further, the exercise by the
Compensation Committee of any rights pursuant to this Policy will not impact any other rights that the Company or any of its affiliates may have with respect to any Covered Person subject to this Policy.
7. Acknowledgement by Covered Persons; Condition to Eligibility for
Incentive Compensation. The Company will provide notice and seek acknowledgement of
this Policy from each Covered Person, provided that the failure to provide such notice or obtain such acknowledgement will have no impact on the applicability or enforceability of this Policy. After the Effective Date, the Company must be in
receipt of a Covered Person's acknowledgement as a condition to such Covered Person’s eligibility to receive Incentive Compensation. All Incentive Compensation subject to this Policy will not be earned, even if already paid, until the Policy
ceases to apply to such Incentive Compensation and any other vesting conditions applicable to such Incentive Compensation are satisfied. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached
hereto as Exhibit B pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy.
8. Reporting and Disclosure. The Company shall file all disclosures with respect
to this Policy in accordance with the requirement of the federal securities laws, including the disclosure required by the applicable filings with the Securities and Exchange Commission.
9. Amendment; Termination. The Board or the Compensation Committee may amend or
terminate this Policy at any time.
10. Effectiveness. Except as otherwise determined in writing by the Compensation Committee, this Policy
will apply to any Incentive Compensation that is Received by a Covered Person on or after the Effective Date. This Policy will survive and continue notwithstanding any termination of a Covered Person’s employment with the Company and its
affiliates.
11. SUCCESSORS.This Policy shall be binding and enforceable against all Covered
Persons and their successors, beneficiaries, heirs, executors, administrators, or other legal representatives.
Exhibit A
Ocuphire Pharma, Inc.
Compensation Recovery Policy
Definitions Exhibit
“Applicable Period” means the three completed fiscal years of the
Company immediately preceding the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes (or reasonably should have
concluded) that a Restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The “Applicable Period” also includes any transition period (that results from a change
in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence.
“Board” means the Board of Directors of the Company.
“Compensation Committee” means the Company’s 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 Board.
“Covered Person” means any person who is, or was at any time, during
the Applicable Period, an Executive Officer of the Company. For the avoidance of doubt, a Covered Person may include a former Executive Officer that left the Company, retired, or transitioned to an employee role (including after serving as an
Executive Officer in an interim capacity) during the Applicable Period.
“Effective Date” means September 12, 2023.
“Executive Officer” shall mean the Company’s current and former
executive officers, as determined by the Compensation Committee in accordance with the definition of executive officer set forth in Rule 10D-1 and the Listing Standards and shall include at a minimum the executive officers identified pursuant to
Section 17 CFR 229.401(b), as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).
“Financial Reporting Measure” shall mean measures that are determined
and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Financial Reporting Measures include but are not
limited to the following (and any measures derived wholly or in part therefrom): Company stock price; total shareholder return; revenues; net or operating income; profitability of one or more reportable segments; financial ratios; net assets or
net asset value per share; EBITDA; funds from operations and adjusted funds from operations; liquidity measures; return measures; earnings measures; sales per square foot or same store sales; revenue per user, or average revenue per user. For the
avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
“Impracticable” - the Compensation Committee may determine in good
faith that recovery of Recoverable Incentive Compensation is “Impracticable” if: (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company where that law was adopted prior to November 28, 2022
and the Company provides an opinion of home country counsel to that effect acceptable to the Company’s applicable listing exchange; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the Recoverable
Incentive Compensation and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the Company’s applicable listing exchange; or (iii) recovery would likely cause an
otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended.
“Incentive Compensation” means any compensation that is granted,
earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the
attainment of a Financial Reporting Measure performance goal); bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure
performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or
operational measures; and equity awards that vest solely based on the passage of time and/or attaining one or more non-Financial Reporting Measures.
“Received” shall mean, with respect to any Incentive Compensation,
actual or deemed receipt. Incentive Compensation shall be deemed to be received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant
of the Incentive-based Compensation occurs after the end of that period.
“Recoverable Incentive Compensation” means the amount of any Incentive
Compensation (calculated on a pre-tax basis) Received by a Covered Person during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based on the Restatement. For the avoidance of
doubt Recoverable Incentive Compensation does not include any Incentive Compensation Received by a person (i) before such person began service in a position or capacity meeting the definition of an Executive Officer, (ii) who did not serve as an
Executive Officer at any time during the performance period for that Incentive Compensation, or (iii) during any period the Company did not have a class of its securities listed on a national securities exchange or a national securities
association. For Incentive Compensation based on (or derived from) stock price or total shareholder return where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in the
applicable Restatement, the amount will be determined by the Compensation Committee based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received
(in which case, the
Company will maintain documentation of such determination of that reasonable estimate and provide such documentation to the Company’s applicable listing exchange).
“Restatement” means an accounting restatement of any of the Company’s
financial statements filed with the Securities and Exchange Commission under the Exchange Act, or the Securities Act of 1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities
laws, regardless of whether the Company or Covered Person misconduct was the cause for such restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to
the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly
referred to as “little r” restatements).
Exhibit B
Ocuphire Pharma, Inc.
Compensation Recovery Policy
Acknowledgement Form
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Ocuphire Pharma, Inc. Compensation Recovery Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (the “Acknowledgement Form”) shall have the meanings ascribed to such
terms in the Policy.
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 Recoverable Incentive Compensation (as defined in the Policy) to the
Company to the extent required by, and in a manner permitted by, the Policy.
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Ocuphire Pharma, Inc.
Compensation Recovery Policy
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