Item 5.02. Departure Of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On September 23, 2021, as part of its ongoing commitment to high standards of corporate governance, the Board of Directors of Clearfield, Inc. (the "Company") approved, based on the recommendation of the Compensation Committee, a Compensation Recoupment Policy (i.e., a clawback policy) that applies to the Company's executive officers and specified other senior executive employees, referred to as Covered Executives, and all incentive-based cash and equity compensation grants awarded to a Covered Executive on or after October 1, 2021, or that vest or are paid out on or after October 1, 2021 (even if awarded prior to such date), referred to as Covered Compensation. The Compensation Recoupment Policy allows the Company to reduce, cancel, or otherwise recoup from a Covered Executive a specified portion of the Covered Compensation upon the occurrence of Covered Events, which include restatement of the Company's financial results, error, and certain detrimental conduct by the Covered Executive.

Any right of recoupment under the Compensation Recoupment Policy is in addition to any other recoupment right the Company may have, including the right to take action under the Company's 2007 Stock Compensation Plan, as amended, which also provides the Company with a right to reduce, cancel or otherwise recoup from all awards granted under such plan.

The foregoing description of the Compensation Recoupment Policy is qualified in its entirety by reference to the Compensation Recoupment Policy, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



Exhibit    Description
  10.1       Clearfield, Inc. Compensation Recoupment Policy Adopted September
           23, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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