EXHIBIT 97
WisdoMTree,
inc.
AMENDED AND RESTATED COMPENSATION CLAWBACK
POLICY
Adopted as of October 23, 2023
WisdomTree, Inc. (formerly known as WisdomTree Investments, Inc.),
a Delaware corporation (the “Company”), has adopted this Amended and Restated Compensation Clawback Policy (this “Policy”)
as of the date set forth above. This Policy supersedes and replaces the Company’s Compensation Clawback Policy adopted as of March
12, 2022, with respect to Incentive-Based Compensation received after the Effective Date. Capitalized terms used and not otherwise defined
herein shall have the meanings given to such terms in Section 3 below.
The Policy sets forth the circumstances and procedures under which
the Company shall recover Erroneously Awarded Compensation from (i) Covered Persons in accordance with rules issued by the United States
Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the New York Stock Exchange (the “Exchange”) and (ii) Participating Employees.
| 2. | Compensation Recovery Requirement |
In the event the Company is required to prepare a Financial Restatement,
the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.
| a. | “Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date
for a Financial Restatement. In the event the Company has changed its fiscal year: (i) any transition period of less than nine months
occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and
(ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year. |
| b. | “Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange
Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act. |
| c. | “Board” means the Board of Directors of the Company. |
| d. | “Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent
directors serving on the Board. |
| e. | “Covered Person” means any Executive Officer. A person’s status as a Covered Person with respect to Erroneously
Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s
current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable
Recovery Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before
the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation
received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the
performance period for such Erroneously Awarded Compensation). |
| f. | “Effective Date” means October 2, 2023. |
| g. | “Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person
on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received
by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without
regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock
price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly
from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on
the stock price or total shareholder return upon which the Incentive-Based Compensation was based, and the Company shall maintain documentation
of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules.
Incentive-Based Compensation is deemed received in the fiscal period when the Financial Reporting Measure is attained, not when the actual
payment, grant, or vesting occurs. |
| h. | “Executive Officer” means any person who served the Company in any of the following roles at any time during the
performance period applicable to Incentive-Based Compensation and received Incentive-Based Compensation after beginning service in any
such role (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role):
the president; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller);
any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other
officer who performs a policy making function; or any other person who performs similar policy making functions for the Company. Officers
of subsidiaries of the Company may be deemed Executive Officers if they perform such policy making functions for the Company. |
| i. | “Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures
(including, for example, a non-GAAP financial measure), and stock price and total shareholder return. |
| j. | “Financial Restatement” means a restatement of previously issued financial statements of the Company due to the
material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement
to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
| k. | “Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of
its subsidiaries that is granted, earned or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure and
any other equity-based compensation provided by the Company or any of its subsidiaries, including, without limitation, stock options,
restricted stock awards, restricted stock units, and stock appreciation rights, regardless of whether such equity-based compensation is
granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure. |
| l. | “Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board
concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court,
regulator, or other legally authorized body directs the Company to prepare the Financial Restatement. |
| 4. | Exception to Compensation Recovery Requirement |
The Company may elect not to recover Erroneously Awarded Compensation
pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions,
together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to third parties including
outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable
attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan
to fail to be so qualified under applicable regulations.
| 5. | Recovery from Participating Employees |
In addition to (and without limiting) the provisions of paragraph
2 above, in the event the Company is required to prepare a Financial Restatement after the Effective Date, the Company will use reasonable
efforts to recover from any current or former employee of the Company who is not a Covered Person but received Incentive-Based Compensation
from the Company during the three completed fiscal years immediately preceding the date on which the Board concludes that the Company
is required to prepare a Financial Restatement (each a “Participating Employee”), the amount that exceeds what would
have been paid to the Participating Employee under the Financial Restatement; provided that, this paragraph 5 will apply only to the extent
the Board (or a duly established committee thereof), in its sole discretion, determines that the Participating Employee committed any
act or omission that materially contributed to the circumstances requiring the Financial Restatement and which involved any of the following:
(i) misconduct, wrongdoing, or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in
the course of the Participating Employee’s employment by, or service with, the Company; or (ii) a breach of a fiduciary duty to
the Company or its stockholders by the Participating Employee.
| 6. | Recovery for Intentional Misconduct |
In addition to (and without limiting) the provisions of paragraphs
2 and 5 above, in the event that the Company is required to prepare a Financial Restatement after the Effective Date and the Board (or
a duly established committee thereof), in its sole discretion, determines that a Covered Person’s or a Participating Employee’s
act or omission contributed to the circumstances requiring the Financial Restatement and such act or omission involved any of the following:
(i) willful, knowing, or intentional misconduct or a willful, knowing, or intentional violation of any of the Company’s rules or
any applicable legal or regulatory requirements in the course of the Covered Person’s or the Participating Employee’s employment
by, or service with, the Company; or (ii) fraud in the course of the Covered Person’s or the Participating Employee’s employment
by, or service with, the Company, then in each such case, the Company will use reasonable efforts to recover from such Covered Person
or Participating Employee, up to 100% (as determined by the Board or a duly established committee thereof in its sole discretion) of the
Incentive-Based Compensation received by such Covered Person or Participating Employee from the Company during the three fiscal years
immediately preceding the date on which the Board concludes that the Company is required to prepare such Financial Restatement, and not
just the amount that is in excess of what would have been paid to the Covered Person or the Participating Employee had such compensation
been determined based on the restated amounts in such Financial Restatement.
To the extent that, pursuant to this Policy, the Company is entitled
to recover any compensation, the gross amount of the recoverable compensation received (i.e., the amount the Covered Person or Participating
Employee received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered
Person or Participating Employee, as applicable.
| 8. | Method of Compensation Recovery |
The Committee shall determine, in its sole discretion, the method
for recovering Erroneously Awarded Compensation or other compensation recoverable hereunder, which may include, without limitation, any
one or more of the following:
| a. | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
| b. | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based
awards; |
| c. | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
| d. | adjusting or withholding from unpaid compensation or other offset; |
| e. | cancelling or offsetting against planned future grants of equity-based awards; and/or |
| f. | any other method permitted by applicable law or contract. |
Notwithstanding the foregoing, a Covered Person or Participating
Employee will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation or other recoverable
compensation to the Company if such compensation is returned in the exact same form in which it was received; provided that equity withheld
to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
This Policy shall be interpreted in a manner that is consistent with
the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance
of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial
Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances
besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover
Incentive-Based Compensation to the fullest extent required by the Applicable Rules.
This Policy shall be administered by the Committee; provided, however,
that the Board shall have exclusive authority to authorize the Company to prepare a Financial Restatement. In doing so, the Board may
rely on a recommendation of the Audit Committee of the Board. Except for such authority reserved for the Board, the Committee shall have
such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company
and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations
required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions
and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems
to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision
of this Policy and all determinations made by the Committee under this Policy shall be final, binding, and conclusive.
| 11. | Compensation Recovery Repayments not Subject to Indemnification |
Notwithstanding anything to the contrary set forth in any agreement
with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons and Participating Employees are not
entitled to indemnification for Erroneously Awarded Compensation or other recoverable compensation or for any losses arising out of or
in any way related to Erroneously Awarded Compensation or other recoverable compensation recovered under this Policy.
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