Energy Recovery Inc
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements
(a)The following documents are included as part of this Annual Report on Form 10-K:
(1)Financial Statements. The financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of
this Annual Report on Form 10-K.
(2)Financial Statement Schedule. See Note 4, “Other Financial Information –Allowance for Doubtful Accounts,”of the Notes.
Schedules not listed have been omitted because information required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
(b)Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable, not required, or
because the required information is included in the Consolidated Financial Statements, the Notes thereto, or in the Exhibits listed
under Item 15(a)(2).
(c)Exhibits required by Item 601 of Regulation S-K.
| Exhibit Number · Exhibit Description · Incorporated by Reference · Filed Herewith | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation, dated June 25, 2008, and Certificate of Amendment thereto, dated June 10, 2021. | 10-Q | 001-34112 | 3.1 | 8/6/2021 |
| 3.2 | Amended and Restated Bylaws, effective as of April 14, 2021. | 8-K | 001-34112 | 3.1 | 4/16/2021 |
| 4.1 | Description of Securities. | 10-K | 001-34112 | 4.1 | 2/24/2022 |
| 10.1* | Form of Indemnification Agreement between the Company and its directors and officers. | S-1/A | 333-150007 | 10.1 | 5/12/2008 |
| 10.2* | Energy Recovery Inc. Amended and Restated 2008 Equity Incentive Plan. | DEF14A | 001-34112 | Appendix A | 4/27/2012 |
| 10.3* | Energy Recovery, Inc. Change in Control Severance Plan dated March 5, 2012. | 8-K | 001-34112 | 10.1 | 3/9/2012 |
| 10.4* | Energy Recovery, Inc. Annual Incentive Plan effective as of January 1, 2016. | 8-K | 001-34112 | 10.1 | 3/2/2016 |
| 10.5* | Energy Recovery, Inc. 2016 Incentive Plan. | DEF14A | 001-34112 | Appendix A | 4/27/2016 |
| 10.6 | Offer Letter to Mr. William Yeung, dated May 27, 2016. | 8-K | 001-34112 | 99.1 | 6/22/2016 |
| 10.7 | Lease Agreement, dated as of April 2, 2018, by and between Energy Recovery, Inc. and D/C Doolittle Sub LLC. | 8-K | 001-34112 | 10.1 | 4/18/2018 |
| 10.8 | Offer Letter to Mr. Joshua Ballard, as Chief Financial Officer. | 8-K | 001-34112 | 2.2 | 8/15/2018 |
| 10.9 | Employment Agreement with Mr. Rodney Clemente. | 8-K | 001-34112 | 10.3 | 8/27/2018 |
| 10.10 | Lease Agreement, dated as of January 10, 2019, by and between Energy Recovery, Inc. and FS Clay, LLC. | 8-K | 001-34112 | 10.1 | 1/16/2019 |
| Exhibit Number · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 10.11 | Lease Agreement, dated as of February 10, 2020, by and between Energy Recovery, Inc. and Prologis, L.P. | 10-Q | 001-34112 | 10.1 | 5/1/2020 | |
| 10.13* | Energy Recovery, Inc. 2020 Incentive Plan and Forms of Award Agreements. | 10-K | 001-34112 | 10.13 | 2/21/2024 | |
| 10.14 | Energy Recovery, Inc. Severance Plan dated as of February 5, 2021 | 8-K | 001-34112 | 10.1 | 2/10/2021 | |
| 10.15 | Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated December 22, 2022. | 8-K | 001-34112 | 10.1 | 1/6/2022 | |
| 10.16 | First Amendment to the Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated July 15, 2022. | 10-Q | 001-34112 | 10.1 | 8/3/2022 | |
| 10.17 | Second Amendment to the Credit Agreement by and between Energy Recovery, Inc. as Borrower, and JPMorgan Chase Bank N.A. as Lender dated September 30, 2023. | 10-Q | 001-34112 | 10.1 | 11/1/2023 | |
| 10.18 | Offer Letter to Mr. David W. Moon, as President and Chief Executive Officer. | 8-K/A | 001-34112 | 10.1 | 1/31/2024 | |
| 10.19 | Offer Letter to Mr. Michael Mancini, as Chief Financial Officer. | 8-K | 001-34112 | 10.1 | 7/31/2024 | |
| 10.20* | Energy Recovery, Inc. 2020 Incentive Plan Performance Restricted Stock Unit Grant Notice and Agreement. | X | ||||
| 14.1 | Code of Ethics of Energy Recovery, Inc. Additional Conduct and Ethics Policies for the Chief Executive Officer and Senior Financial Officers. | 10-K | 001-34112 | 14.1 | 3/27/2009 | |
| 19.1 | Energy Recovery, Inc. Insider Trading Policy dated November 4, 2020. | X | ||||
| 21.1 | List of subsidiaries of the Company. | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Certification of Principal Executive Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer, pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Energy Recovery, Inc. Compensation Recovery (“Clawback”) Policy dated July 25, 2023. | 10-K | 001-34112 | 97.1 | 2/21/2024 | |
| 101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. | X | ||||
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. | X | ||||
*Indicates management compensatory plan, contract or arrangement.
**The certifications furnished in Exhibits 32.1 are deemed to accompany this Form 10-K and are not deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities
Act or the Exchange Act.
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