Three years of clawback filings turned up 19 disclosed recoveries

Nineteen clawbacks out of 118 recovery analyses is 16 percent, which leaves 99 analyses that closed without a disclosed recovery ^[1]. Compensia does not say why.

The 118 rests on a checkbox. The authors built their population by finding 10-K cover pages where a company checked both boxes: one saying the financial statements reflect the correction of an error, the other saying at least one of those corrections involved a restatement requiring a recovery analysis of incentive-based compensation received by executive officers ^[3]. Early compliance problems were largely remediated by SEC Staff guidance at the end of 2023, though inconsistencies continued where the fact pattern was atypical ^[15]. "Even today, we encounter companies that do not appear to be checking the boxes correctly," Mark Borges, Hannah Orowitz and Brigid Rosati of Compensia wrote ^[14][1].

The remedies are where the filings get specific. Fifteen of the 19 clawbacks involved a cash bonus and eight involved equity ^[2][3]. All eight equity cases are described individually: four companies reduced or offset the shares eligible to be earned and vest under outstanding awards against the recoverable number ^[11], one recovered shares it had already issued, one reversed its certification that a stock price target had been met and left those shares available to be earned on future performance ^[12], one said recovery was still underway, and one said recovery was complete without saying how ^[13].

Six companies, a figure Compensia puts at 33 percent, tied a recovery to a "little r" restatement, and the memo says the actual number may be higher because companies have discretion in how they describe the restatement that triggered the analysis ^[16]. Six of 19 is 32 percent, so the base behind the 33 is not spelled out ^[4].

One company avoided the collection problem entirely. Its compensation committee had already used "negative" discretion after the restatement to cut bonus payments below the amount otherwise payable, and the company reported that no affirmative clawback was required ^[9]. That sequencing is available only before the payout. Another of the 19 failed to disclose how repayment was to be made or whether it had occurred ^[10].

The board-deck version of this record is that clawbacks are rare and mostly settled in cash, with repayment in 10 instances against three cases handled by cutting the next year's bonus ^[8]. The count of companies comes from a disclosure control its own reviewers say is still being applied wrong, while the remedy detail comes from narrative disclosure that 19 companies wrote out in full ^[14][7].