Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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Chairman and
Chief Executive Officer
Notice of Annual Meeting and
Proxy Statement
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders, which will be conducted via live audio webcast on
Information on how to vote, attend and ask questions during the annual meeting is described in the enclosed materials. Your vote is important to us.
| Sincerely yours, |
| Chairman and |
| Chief Executive Officer |
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85 10th Avenue, 9th Floor
PROXY STATEMENT
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of
At the Annual Meeting, stockholders will consider and vote on the following matters:
| 1. |
Election of directors. |
| 2. |
Ratification of the appointment of our independent registered public accounting firm. |
| 3. |
An advisory vote on the compensation of our named executive officers. |
| 4. |
Conduct such other business as may be properly brought before the meeting. |
Only stockholders of record on
Your vote is important to us. Even if you plan on participating in the Annual Meeting virtually, we recommend that you vote as soon as possible by telephone, Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.
This proxy statement for the Annual Meeting (the "Proxy Statement") and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about
| By order of the Board of Directors, |
| Senior Vice President & Secretary |
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Executive Sessionsof Non-Management andIndependent Directors |
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Fees Paid to the Independent Registered Public Accounting Firm |
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PROPOSAL 3 - NON-BINDING ADVISORYVOTE ON NAMED |
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Second Amended and Restated Operating Agreement of |
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PROXY STATEMENT SUMMARY
This summary highlights selected information in the proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K forthe fiscal year ended
Voting Items and Board Recommendations
| PROPOSAL | VOTE REQUIREMENT |
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES |
BOARD RECOMMENDATION |
PAGE REF. |
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Proposal 1 |
Election of directors | Plurality of votes cast by stockholders entitled to vote | Abstentions and broker non-voteswill have no effect | FOR | 21 | |||||
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Proposal 2 |
Ratification of the appointment of our independent registered public accounting firm | Majority of voting power of shares present, in person or by proxy, and entitled to vote | Abstentions will have the effect of a negative vote. We do not expect any broker non-voteson this proposal. | FOR | 28 | |||||
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Proposal 3 |
An advisory vote on the compensation of our named executive officers (the "Say-on-PayVote") | Majority of voting power of shares present, in person or by proxy, and entitled to vote | Abstentions will have the effect of a negative vote and broker non-voteswill have no effect | FOR | 62 | |||||
Company Overview
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embedded Member base to facilitate secure and frictionless experiences digitally and physically via our software development kits and application programming interfaces. In this proxy statement, "CLEAR," "Company," "our," "us," and "we," refer to
Corporate Governance and Board Practices
Our Board of Directors (the "Board") has adopted Corporate Governance Guidelines and other practices to promote the function of the Board and its committees to serve the best interests of all stockholders. Several of our practices are highlighted below.
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Annual review and election of directors, with all directors elected to one-year terms |
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Significant majority (more than 75%, assuming all director nominees are elected) of independent directors on the Board |
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Independent Board committees, with each of the Audit Committee, Compensation Committee, and the |
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Lead independent director with robust and defined duties |
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Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company's business, which serves the interests of all stockholders |
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Providing limitations on excessive simultaneous services of our directors on other boards |
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Board and committee self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board and each committee and to facilitate an effective oversight function |
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Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom |
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Prohibitions on the hedging or pledging |
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Regular executive sessions of independent directors |
Sustainability and Community
Since 2010 we have been expanding our network, investing in our technology platform, strengthening our operations and developing our people to consistently deliver increased value to members and partners, resulting in the growth and trust of the CLEAR brand. Trust is the foundation of our business success and is fundamental to realizing our mission of making experiences both safer andeasier by enabling frictionless everyday experiences. Our Board is
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committed to building trust through strong corporate governance, effective oversight, and strategic engagement. Together, these ensure accountability and position CLEAR for sustained success.
We embed responsible business practices into everything we do, making them a core part of our culture. Our Board provides insight, feedback, and oversight across a broad range of these efforts as part of its broader oversight role. The Board has delegated oversight of governance of corporate social responsibility and environmental efforts to the
Director Nominees
The Board has nominated nine director candidates. Of the nine nominees, seven are independent director nominees.
All director nominees have been nominated for a one-yearterm to expire at the 2026 annual meeting of the Company's stockholders and once their successors have been elected and qualified.
Our director nominees collectively have significant experience in business leadership, finance and accounting, law, management, investment, operational and strategic planning, and unmatched institutional knowledge of the Company.
Our Board believes that the Company and its stockholders benefit from the combination of the diverse perspectives, institutional knowledge, and the collective deep business and investment experience of the director nominees.
Detailed information about each nominee's background, skills and qualifications can be found under "Proposal 1 - Election of Directors."
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Director Nominees |
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Compensation Philosophy
Founded in the belief that CLEAR is a meritocracy, our compensation philosophy is to have a compensation program that directly ties to achieving the Company's mission and delivering value to our members, employees and stakeholders.
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Our compensation philosophy is supported by our pay strategy, which is based on the following principles:
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Performance-Driven Rewards:Compensation reflects individual and company achievements, demonstrated leadership capability, and alignment with company values |
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Long-Term Value Creation:Equity incentives and executive stock ownership requirements ensure a focus on sustained growth and foster an ownership mentality |
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Competitive& Balanced Structure:A mix of fixed and performance-based compensation attracts and retains top talent while supporting a pay-for-performanceculture |
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GENERAL INFORMATION
Information About Solicitation and Voting
The accompanying proxy is solicited on behalf of the board of directors of
Internet Availability of Proxy Materials
In accordance with
Purpose of the Annual Meeting
You are receiving this Proxy Statement because the Board is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described herein. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the
Record Date; Quorum
Only holders of record of our Class A common stock,
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during ordinary business hours at our headquarters, at 85 10th Avenue, 9th Floor,
The holders of a majority of the voting power of the shares of our Common Stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.
Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A Common Stock or Class
Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent,
Beneficial Owner: Shares Registered in the
Each director will be elected by a plurality of the votes cast by stockholders entitled to vote thereon. Ratification of the appointment of our independent registered public accounting firm (Proposal 2) for the fiscal year ending
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Abstentions; Broker Non-Votes
Generally, broker non-votes occurwhen shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is typically entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters,such as the election of directors and the Say-on-Pay Vote.Broker non-votes arecounted for purposes of determining whether a quorum is present. Abstentions occur when shares present at the Annual Meeting are marked "Abstain." Under
Voting Instructions; Voting Of Proxies
| VOTE BY INTERNET AT THE ANNUAL MEETING |
VOTE BY TELEPHONE OR INTERNET |
VOTE BY MAIL | ||
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You may vote via the virtual meeting website-any stockholder of record on the Record Date can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ YOU2025, where stockholders may vote and submit questions during the meeting. The meeting starts at |
You may vote by telephone or through the Internet-in order to do so, please follow the instructions shown on your Notice of Internet Availability of Proxy Materials or proxy card. |
You may vote by mail-if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly retuit in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o |
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Votes submitted by telephone or through the Internet must be received by
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All proxies will be voted in accordance with the instructions specified on the signed proxy card. If you sign a physical proxy card and retuit without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute "broker non-votes" (asdescribed above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes willbe counted for the purpose of establishing a quorum for the Annual Meeting.
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each Notice of Internet Availability of Proxy Materials or proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and retueach proxy card you received to ensure that all of your shares are voted.
Householding
Stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials may receive only one copy of this Notice of Annual Meeting and Proxy Statement and our 2024 Form 10-K unlesswe are notified that one or more of these stockholders wishes to receive individual copies. This "householding" procedure will reduce our printing costs and postage fees as well as the environmental impact of the Annual Meeting.
Stockholders who participate in householding will continue to receive separate proxy cards.
If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact
If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.
Revocability Of Proxies
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
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delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked; |
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signing and delivering a proxy bearing a later date; |
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voting again by telephone or through the Internet; or |
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attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). |
Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.
Expenses of Soliciting Proxies
We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement and the accompanying materials, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.
Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the
Participating in the Annual Meeting
To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/YOU2025, and enter your first and last name, the 16-digit ControlNumber included on your proxy card or on the instructions that accompanied your proxy materials, and your email address. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions properly submitted during the meeting and that relate to the matters to be voted on at the Annual Meeting. If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/YOU2025, under "Ask A Question," type your name, address, number of shares held as of the Record Date and question into the "Question" field, and click "Submit." Our Annual Meeting, including the Q&A session, will follow "Rules of Conduct," which will be available on our
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Annual Meeting web portal during the Annual Meeting. The Rules of Conduct will also be available in advance of the Annual Meeting at https://ir.clearme.com/. If your question is properly submitted during the relevant portion of the meeting agenda pursuant to the "Rules of Conduct," we will respond to your question during the live webcast, subject to time constraints and
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In the event of a technical malfunction or situation that makes it advisable to adjouthe Annual Meeting, the chair will convene the meeting at
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our Board, which is currently composed of nine members. Assuming all director nominees are elected at the Annual Meeting, seven of our directors are independent within the meaning of the listing standards of the
Director Independence
Our Class A Common Stock is listed on the NYSE. As a "controlled company" we are not subject to the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on the Board, (ii) an independent nominating and corporate governance committee, and (iii) an independent compensation committee. We have, however, elected to comply with these independence requirements. Under the NYSE rules, a director will only qualify as an "independent director" if the board affirmatively determines that such director has no material relationship with Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In order to be considered independent for purposes of Rule 10A-3, amember of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.
Our Board has undertaken a review of the independence of each director nominee and considered whether each nominee has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that Mr.
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines and other practices to promote the function of the Board and its committees to serve the best interests of all stockholders. The
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Corporate Governance Guidelines and our other governance documents provide a framework for our governance practices, including:
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Annual review and election of directors, with all directors elected to one-year terms |
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Significant majority (more than 75%, assuming all director nominees are elected) of independent directors on the Board |
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Independent Board committees, with each of the Audit Committee, Compensation Committee, and the |
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Lead independent director with robust and defined duties |
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Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company's business, which serves the interests of all stockholders |
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Providing limitations on excessive simultaneous services of our directors on other boards |
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Board and committee self-assessments conducted at least annually to assess the mix of skills and experience that directors bring to the Board and each committee and to facilitate an effective oversight function |
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Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom |
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Prohibitions on the hedging or pledging |
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Regular executive sessions of independent directors |
Our Corporate Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, management succession, Board and executive compensation, and the Board self-assessment requirements. The full text of our Corporate Governance Guidelines may be viewed at our website https://ir.clearme.com/corporate-governance. A copy may be obtained by writing to
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Lead Independent Director
Our Board has adopted Corporate Governance Guidelines that provide that, in order to maintain the independent integrity of the Board, one of our independent directors should serve as our lead independent director if the Chair is not independent. Our Board has appointed
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presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; |
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serves as liaison between the Chairman and the independent directors; |
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reviews and approves materials to be sent to the Board; |
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approves the meeting agendas for the Board; |
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approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; |
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has the authority to call meetings of the independent directors; and |
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if requested by major stockholders, ensures that he is available for consultation and direct communication. |
Board Leadership Structure
Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our by-laws andCorporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of chairman of the board of directors and chief executive officer. Our Board currently believes that our existing leadership structure, under which our Chief Executive Officer, Ms.
Board Self-Assessment
The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board's self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement of the Board's functioning. In addition, each of our Audit, Compensation and Nominating and Corporate Governance Committees conduct its own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.
Executive Sessions of Non-Management andIndependent Directors
Under our Corporate Governance Guidelines, the Board meets at least quarterly in executive sessions without management directors and any other members of the Company's
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management present. In addition, all of the directors who are independent under the NYSE rules meet in executive session at least annually.
Risk Oversight
Our Board believes that risk oversight is an important Board responsibility. The Audit Committee of the Board predominantly oversees risk, including data security and oversight of cybersecurity risks, providing regular updates to the Board. The Audit Committee discusses guidelines and policies governing the process by which the Company's management assesses and manages the Company's exposure to risk, and discusses the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee, as well as the Board, also receives periodic updates from subject matter experts regarding specific risks, such as data security and cybersecurity. The Compensation Committee considers the Company's exposure to risk in establishing and implementing our executive compensation program.
In addition, the Company has established the
Director Selection
Our Board believes that each director nominee should be evaluated based on the skills needed on the Board and his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines and in the Nominating and Governance Committee Charter. Those factors include:
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The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience, as well as demonstrated leadership and the ability to exercise sound judgment; |
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Personal qualities and characteristics, accomplishments and reputation in the business community; |
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Ability and willingness to commit adequate time to Board and committee matters; and |
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The fit of the individual's skill and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of our Company. |
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Nominating and Corporate Governance Committee will also consider director nominees recommended by our stockholders. Nominees recommended by our stockholders are given consideration in the same manner as other nominees. Stockholders who wish to nominate directors for election at our 2026 annual meeting may do so by submitting in writing such nominees' names, in compliance with the procedures along with other information required by the Company's by-laws. See"Other Matters - Stockholder Proposals for 2026 Annual Meeting."
Board Meetings
The Board met six times during the year ended
We encourage our directors to attend annual meetings of our stockholders and believe that attendance at annual meetings is equally as important as attendance at Board and committee meetings. All of our directors who were on the Board attended the 2024 annual stockholders' meeting.
Committees of the Board
Our Board has established an Audit Committee, a Compensation Committee and a
We are eligible for, but do not take advantage of, the "controlled company" exemptions to the corporate governance rules for NYSE-listed companies.
The charters for the Audit Committee, Compensation Committee and
Audit Committee
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Members: |
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Meetings during the year ended December31, 2024: 5 |
Mr.
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to prepare the annual report of the Audit Committee to be included in our annual proxy statement; |
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to oversee and monitor our accounting and financial reporting processes; |
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to oversee and monitor the integrity of our financial statements and internal control system; |
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to oversee and monitor the independence, retention, performance and compensation of our independent registered public accounting firm; |
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to oversee and monitor the performance of our Internal Audit group; |
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to review and discuss policies with respect to risk assessment and risk management; and |
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to oversee and monitor our compliance with legal and regulatory matters |
The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.
Compensation Committee
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Members: |
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Meetings during the year ended December31, 2024: 4 |
Mr.
The principal duties and responsibilities of the Compensation Committee are as follows:
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to review, evaluate and make recommendations to the full Board regarding our compensation strategy; |
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to review and approve the compensation of our Chief Executive Officer, other executive officers and key employees, including option or stock award grants and perquisites and all material employment agreements; |
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to review and make recommendations to our Board with respect to our incentive compensation plans, equity-based compensation plans and pension plans; |
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to oversee the administration of incentive compensation and equity-related compensation plans and pension plans; |
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to review and approve the performance targets that must be met under all bonus and long-term incentive compensation plans; and |
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to prepare an annual Compensation Committee Report and take such other actions as are necessary and consistent with the governing law and our organizational documents. |
Nominating and Corporate Governance Committee
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Members: |
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Meetings during the year ended December31, 2024: 4 |
The composition of our
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to identify candidates qualified to become directors of the Company, consistent with criteria approved by our Board; |
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to recommend to our Board nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the other committees of the Board; |
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to develop and recommend to the Board a succession plan for the Chief Executive Officer and executive officers of the Company; |
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to recommend to our Board candidates to fill vacancies and newly created directorships on the Board; |
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to develop and recommend to our Board guidelines setting forth corporate governance principles applicable to the Company; |
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oversee the Company's governance practices, including governance of corporate social responsibility and environmental efforts; and |
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to oversee the evaluation of our Board. |
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of Conduct and Ethics that applies to all of our directors, officers and employees and is intended to comply with the NYSE's requirements for a code of conduct as well as qualify as a "code of ethics" as defined by the rules of the
. The Code of Conduct and Ethics is available on our website at
of our executive officers served as a member of the board of directors or compensation committee, or similar committee, of any other company whose executive officer(s) served as a member of our Board or our Compensation Committee.
as a group should send communications in writing to the Chairman of the Audit Committee,
Avenue, 9
Floor,
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directors should own CLEAR stock with a value at least equal to 5 times the amount of the annual cash retainer paid to directors. See "Compensation Discussion & Analysis-Stock Ownership Guidelines" for more information.
compensation program in effect for the year ended
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COMPENSATION ELEMENT
(1)
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COMPENSATION
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Annual Cash Retainer
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One-Time New
Director Equity Award (2)
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Annual Equity Retainer
(3)
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Independent Lead Director Fee
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Audit Committee Chair Fee
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Compensation Committee Chair Fee
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Nominating and Governance Committee Chair Fee
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A director who is also a Company employee receives no additional compensation for serving as a director.
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On the date of initial appointment or election to the Board, a director will receive a grant of restricted stock units ("RSUs") determined by dividing the value of the
one-time
new director equity award by the closing market price of Class A Common Stock on the date of grant, subject to vesting in three equal installments on each of the first three anniversaries of the date of grant. |
| (3) |
Each director receives an annual grant of RSUs determined by dividing the value of the annual equity retainer by the closing market price of Class A Common Stock on the date of grant (which is the date of the annual meeting), subject to vesting on the earlier of (i) the one year anniversary of grant date or (ii) the next annual meeting date. Such compensation is made pursuant to the
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directors, whereby directors may elect to receive their cash
payments in RSUs that vest quarterly over one year, and may elect to defer the settlement of RSUs (being granted in lieu of cash retainer payments or those granted as equity awards) until termination of Board service.
Ms.
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Fees Earned or
Paid in Cash ($) (1)
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Stock Awards
($) (2)(3)
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Total
($) |
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Michael
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55,000 | 174,999 | 229,999 | ||||||||||||
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Jeffery H. Boyd
|
73,000 | 174,999 | 247,999 | ||||||||||||
|
Tomago Collins
|
35,000 | 174,999 | 209,999 | ||||||||||||
|
Shawn Henry
|
35,000 | 174,999 | 209,999 | ||||||||||||
|
Kathryn A. Hollister
|
35,000 | 174,999 | 209,999 | ||||||||||||
|
Peter Scher
|
17,500 | 349,996 | 367,496 | ||||||||||||
|
Adam
|
47,000 | 174,999 | 221,999 | ||||||||||||
| (1) |
These amounts represent retainer, committee and board fees earned during the fiscal year ended
out-of-pocket
expenses incurred in attending meetings for which the Company reimburses each non-executive
director. |
| (2) |
This column reflects the grant date fair market value of 9,771 RSUs granted on
non-executive
director (other than 10-K.
|
| (3) |
For each
non-executive
director, the aggregate number of RSUs held as of |
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PROPOSAL 1 - ELECTION OF DIRECTORS
At the recommendation of our
Shares represented by proxies will be voted "FOR" the election of each of the nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Stockholders may not cumulate votes for the election of directors.
Vote Required for Approval
Each director will be elected by a plurality of the votes cast by stockholders entitled to vote thereon. In accordance with our Certificate of Incorporation holders of our Class A Common Stock or Class
The Board unanimously recommends that you vote FOR each of the following candidates:
Director since
Committee Memberships: None
Other Public Company Directorships:
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since 2022. She previously served as a director of
Director since
Committee Memberships: None
Other Public Company Directorships: None
Director since
Committee Memberships: Nominating and Corporate Governance (Chair)
Other
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(NASDAQ: BKNG) (formerly known as
Director since
Committee Memberships: Audit, Compensation, Nominating and Corporate Governance
Other Public Company Directorships:
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Director since
Committee Memberships: Audit
Other Public Company Directorships:
Director since
Committee Memberships: Audit (Chair), Compensation
Other Public Company Directorships:
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Touche Tohmatsu from 2010 to 2015. In the community,
Director Nominee
Other Public Company Directorships:
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Director since
Committee Memberships: Nominating and Corporate Governance
Other Public Company Directorships: None
Director since
Committee Memberships: Compensation (Chair), Nominating and Corporate Governance
Other Public Company Directorships: None
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Computer Interaction from
27
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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed
Notwithstanding the appointment of EY and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our Company and stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our Company by EY for our fiscal years ended
| Fiscal Year | ||||||||
| 2023 | 2024 | |||||||
|
Audit Fees(1) |
$ | 2,520,000 | $ | 2,675,000 | ||||
|
Audit-Related Fees(2) |
353,000 | 250,000 | ||||||
|
Tax Fees |
- | - | ||||||
|
All Other Fees |
- | - | ||||||
|
Total Fees |
$ | 2,873,000 | $ | 2,925,000 | ||||
| (1) |
Audit fees consist of fees for professional services rendered for the audits of the Company's consolidated financial statements as of and for the fiscal years ended |
| (2) |
Audit-related fees were principally for services related to (a) attestation reports issued to comply with contractual arrangements during fiscal 2024 and 2023 and (b) attestation reports for service organizations during fiscal year 2024 and 2023. |
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Auditor Independence
Pursuant to its charter and the policy described further below, our Audit Committee pre-approves auditand non-audit servicesrendered by our independent registered public accounting firm, EY. Our Audit Committee has determined that the rendering of non-audit servicesby EY is compatible with maintaining the independence of EY.
Pre-Approval Policiesand Procedures
Our Audit Committee's policy is to pre-approve allaudit and permissible non-audit servicesprovided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. In addition, the Audit Committee has established procedures by which the chairperson of the committee may pre-approve suchservices, subject to ratification by the Audit Committee at its next meeting following such approval. All of the services relating to the fees described in the table above were approved by our Audit Committee.
Vote Required for Approval
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of our Common Stock, voting together as a single class. In accordance with our Certificate of Incorporation holders of our Class A Common Stock or Class
The Board unanimously recommends that you vote FOR this proposal.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee assists the Board in its oversight of the Company's financial reporting, internal controls, and audit functions. As set forth in the charter of the Audit Committee, management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements, the Company's accounting and financial reporting principles, and the Company's internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company has an in-house Internal
The Company's independent registered public accounting firm, EY, is responsible for auditing the Company's financial statements in accordance with the standards of the
In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and EY the audited financial statements and its evaluation of the Company's internal control over financial reporting. The Audit Committee discussed with EY the matters required to be discussed pursuant to PCAOB standards. The Audit Committee received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent auditor's communications with the Audit Committee regarding independence, and the Audit Committee discussed with EY the firm's independence. All audit and non-audit servicesperformed by EY must be specifically approved by the Audit Committee or by its chair (and subject to ratification by the full committee).
As part of its responsibilities for oversight of the risk management process, the Audit Committee has reviewed and discussed the Company's risk assessment and risk management framework, including discussions of individual risk areas as well as a summary of the overall process.
The Audit Committee discussed with the Company's
Based upon the reports, reviews and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's 2024 Form 10-K thatwas filed with the
Members of the Audit Committee
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LETTER FROM THE COMPENSATION COMMITTEE
Dear Fellow Stockholder,
The Compensation Committee believes in the importance of attracting, motivating, rewarding and retaining high-quality executives with pay-for-performance compensation.CLEAR is a meritocracy, and our compensation philosophy is to have a compensation program that directly ties to achieving the Company's mission and delivering value to our Members, employees and stakeholders. To that end, each year, the Compensation Committee evaluates the Company's compensation program and makes compensation decisions within the context of the following principles that we believe establish pay and performance alignment and appropriately motivate our executive officers:
| • |
Performance-Driven Rewards:Compensation reflects individual and company achievements, demonstrated leadership capability, and alignment with company values |
| • |
Long-Term Value Creation:Equity incentives and executive stock ownership requirements ensure a focus on sustained growth and foster an ownership mentality |
| • |
Competitive& Balanced Structure:A mix of fixed and performance-based compensation attracts and retains top talent while supporting a pay-for-performanceculture |
Further detail on our compensation program and 2024 fiscal year compensation is included in the following Compensation Discussion & Analysis. We are committed to maintaining a compensation structure that aligns pay with performance and effectively motivates, rewards and retains our executive officers to continue driving long-term value creation for our stockholders.
Members of the Compensation Committee
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COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis ("CD&A") describes the material elements of our executive compensation program for our named executive officers for our fiscal year ended
Our named executive officers, whom we refer to collectively as our "named executive officers" or "NEOs," for fiscal year 2024 were as follows:
|
|
Chairman and Chief Executive Officer |
|||||||
|
|
General Counsel and Chief Privacy Officer |
|||||||
|
|
Executive Vice President, Aviation | |||||||
|
|
Chief Security Officer | |||||||
|
|
Former President and Chief Financial Officer* | |||||||
|
Kasra Moshkani |
Former Executive Vice President, CLEAR Verified* | |||||||
|
|
Former Chief Information Security Officer* | |||||||
| * |
|
Relationship Between Pay and Performance
We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our executive officers, including our NEOs, with the goal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual initiative and effort, we seek to ensure that our program is designed so that a meaningful portion of our executive officers' annual compensation is both "at-risk" andvariable in nature.
In fiscal year 2024, the majority of our NEO's target total direct compensation consisted of variable pay in the form of a target annual cash bonus opportunity and long-term incentive compensation delivered in restricted stock unit ("RSU") and/or performance stock unit ("PSU") awards that may be settled for shares of our Class A Common Stock. These variable pay elements ensured that a substantial portion of our NEOs' compensation opportunities for fiscal year 2024 was contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.
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With the assistance of the independent compensation consultant, our Compensation Committee approved the transition, starting in fiscal year 2024, from front-loaded equity awards (i.e., equity grants covering multiple years of target equity award value) granted periodically to smaller equity awards granted annually (i.e., covering one year of target equity award value) for eligible members of senior management. The Compensation Committee believes that this shift provides compensation that is retentive and drives performance, while enhancing the Compensation Committee's ability to annually review and adjust executive compensation based on company and individual performance, and better reflects public company practice. We began making annual grants to some of our NEOs in
Executive Compensation-Related Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee, together with its independent compensation consultant, evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:
What we do
| • |
Maintain an Independent Compensation Committee with Independent Compensation Consultant. The Compensation Committee consists solely of independent directors who establish our compensation practices. Our Compensation Committee utilizes the services of an independent compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. |
| • |
Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, compensation peer group used for comparative purposes, and executive officer pay levels and incentive plan design to ensure that our compensation program continues to meet all of our compensation and business objectives. |
| • |
CompensationAt-Risk. Our executive compensation program is designed so that a significant portion of our NEOs' compensation is "at-risk" throughcash compensation based on corporate and individual performance, as well as equity-based compensation with a value directly tied to our stock price and a portion subject to achieving corporate financial hurdles or stock price results, which aligns the interests of our NEOs and stockholders. |
| • |
Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over multi-year periods, consistent with current market practice and our retention objectives. |
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| • |
Use aPay-for-PerformancePhilosophy. A significant portion of our NEOs' compensation is directly linked to corporate performance. We structure their target total direct compensation opportunities with a target annual cash bonus opportunity to drive financial performance over the short term and a significant equity element incentivizing stock price/financial performance over the long-term. As a result, our NEOs are incentivized to balance achieving short-term results and creating long-term sustainable value. |
| • |
Compensation Risk Assessment. The Compensation Committee annually reviews our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. |
| • |
Stock Ownership Guidelines. In |
| • |
Compensation Recovery ("Clawback") Policy. We maintain a clawback policy that provides for the recoupment of certain erroneously awarded incentive compensation paid to current or former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements. |
| • |
"Double-Trigger" Change in Control Arrangements. Standard grants of unvested RSUs and PSUs held by our NEOs (including awards granted under our new annual grant program) provide for "double-trigger" vesting. That is, in the event of a change in control, if the grantee is involuntarily terminated without cause or resigns for good reason (as defined in the award agreement), within three months before or 12 months after the change in control, then the equity awards will become fully vested. Also see the description of the terms of the Founder PSUs below, which have different provisions because of their stock price-based structure. |
What we do not do
| • |
No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or nonqualified deferred compensation plans to our NEOs. Our NEOs are eligible to participate in our tax-qualified Section 401(k)retirement savings plan ("401(k) Plan") on the same basis as our other employees. |
| • |
No Excessive Perquisites. We provide only limited recurring perquisites or other personal benefits to our NEOs. |
| • |
No Excise Tax Reimbursement Payments on Change in Control Compensation Arrangements. We do not have agreements to provide our NEOs any "golden parachute" excise tax reimbursement payments (or "gross-ups") onpayments or benefits contingent upon a change in control of the Company. |
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| • |
No Hedging or Pledging of our |
Executive Compensation Philosophy and Objectives
Founded in the belief that CLEAR is a meritocracy, our compensation philosophy is to have a compensation program that directly ties to achieving the Company's mission and delivering value to our Members, employees and stakeholders.
Our compensation philosophy is supported by our pay strategy, which is based on the following principles:
| • |
Performance-Driven Rewards:Compensation reflects individual and company achievements, demonstrated leadership capability, and alignment with company values |
| • |
Long-Term Value Creation:Equity incentives and executive stock ownership requirements ensure a focus on sustained growth and foster an ownership mentality |
| • |
Competitive& Balanced Structure:A mix of fixed and performance-based compensation attracts and retains top talent while supporting a pay-for-performanceculture |
Through fiscal year 2024, the Compensation Committee, with the assistance of its independent compensation consultant, structured the compensation of our executive officers, including our NEOs, using three principal elements: base salary, annual cash incentives, and long-term incentive compensation opportunities in the form of equity awards.
Compensation Setting Process
Role of the Compensation Committee
The responsibilities of the Compensation Committee are set forth in its charter. Among other responsibilities, the Compensation Committee: (1) establishes our general compensation philosophy and, in consultation with management, oversees the development and implementation of compensation programs; (2) reviews and approves the compensation of our Chief Executive Officer, other executive officers and key employees, including equity award grants, perquisites and other material employment arrangements; (3) reviews and approves corporate goals and objectives relevant to the compensation of our executive officers, evaluates their performance in light of those goals and objectives, and determines and approves their respective compensation levels based on this evaluation; and (4) oversees the administration of our equity-based compensation plans. For more information about the Compensation Committee, please see "Board of Directors and Corporate Governance-Committees of the Board-Compensation Committee."
The Compensation Committee annually receives a self-assessment from the Chairman and Chief Executive Officer, as well as discusses her assessment of the performance of the President and Chief Financial Officer. The Compensation Committee then reviews their
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overall performance, and approves the compensation (in consultation with their independent consultant), of our Chairman and Chief Executive Officer and our President and Chief Financial Officer in executive session without management present.
Role of Management
In discharging its responsibilities, the Compensation Committee works with members of our management, including our Chairman and Chief Executive Officer and our President and Chief Financial Officer. At the beginning of each fiscal year, our Chairman and Chief Executive Officer and our President and Chief Financial Officer review the performance of our other executive officers based on such individual's level of success in accomplishing the business objectives established for them for the prior fiscal year and their overall performance during that year, and then shares these evaluations with, and makes recommendations to, the Compensation Committee. The Compensation Committee reviews and discusses these recommendations and considers them as one factor in determining and approving the compensation of our executive officers.
In addition, the Compensation Committee may request our management's input on corporate and individual performance, market compensation data, and management's perspective on compensation matters. The Compensation Committee may consider these views with respect to program structures and other compensation-related matters.
Compensation Consultant
Pursuant to its charter, the Compensation Committee has the authority to engage external advisors, including compensation consultants, legal counsel, and other advisors to assist it in discharging the responsibilities of our Board relating to the compensation of our executive officers, including our NEOs. Our Compensation Committee utilizes the services of
During fiscal year 2024, the independent compensation consultant worked with the Compensation Committee as requested and provided various services, including the following:
| • |
providing information, research, and analysis pertaining to our executive compensation program for the 2024 fiscal year and planning for the 2025 fiscal year; |
| • |
regularly updating the Compensation Committee on market trends, changing practices, and legislation pertaining to compensation; |
| • |
the review, analysis, and updating/confirmation of our compensation peer group; |
| • |
the review and analysis of the base salary levels, target bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including our NEOs, against competitive market data based on the companies in our compensation peer group and selected broad-based compensation surveys; |
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| • |
assisting with reviewing and developing incentive programs; |
| • |
the review of the compensation arrangements of the non-executive membersof our Board; |
| • |
assisting with the review and drafting of compensation-related proxy disclosure items; |
| • |
assisting in addressing governance items with respect to the compensation program such as the implementation of stock ownership guidelines; and |
| • |
assisting in the completion of a compensation risk assessment. |
During the 2024 fiscal year, the independent compensation consultant provided no services to the Company other than those provided to the Compensation Committee.
The Compensation Committee charter requires the Compensation Committee to consider the NYSE independence factors before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. For the fiscal year 2024, the Compensation Committee concluded that
Competitive Positioning
At the request of our Compensation Committee, the independent compensation consultant, with the assistance of management, annually reviews and recommends any potential changes to the Company's compensation peer group, which consists of a blend of consumer-facing, technology-based and subscription-based companies that are of relevant revenue, market capitalization, and industry focus. Based on this compensation peer group, the independent compensation consultant conducts competitive market analyses. This information and analysis were made available to the Compensation Committee as it was making compensation decisions for our fiscal year 2024.
In evaluating and selecting the companies comprising the compensation peer group for compensation decisions for our fiscal year 2024, we considered the following primary criteria:
| • |
US-based companiesthat are consumer-facing, technology-based and subscription-based; |
| • |
similar revenues - within a range of approximately 1/3x to approximately 3.0x our budgeted fiscal year 2023 revenues; and |
| • |
similar market capitalization - within a range of approximately 1/5x to approximately 5.0x our recent market cap. |
In addition to the above primary criteria, also considered (but not as a primary selection criteria) were factors such as headquarter location, market cap to revenue ratios, enterprise value, EBITDA, historical stock price performance, number of employees, and business model (i.e., enterprise and / or consumer).
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The companies comprising the compensation peer group used in considering 2024 compensation were as follows:
Our Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Based on this review in advance of fiscal year 2025, the Compensation Committee made no changes to the peer group.
Compensation Elements
The principal elements of our fiscal year 2024 executive compensation program are described in detail below.
Base Salary
Base salary represents the fixed portion of the compensation of our executive officers and is an important element of compensation intended to attract and retain highly talented individuals and motivate top-tier performancethrough individual contributions. Generally, we use base salary to provide each executive officer, including each NEO, with a specified level of cash compensation during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests. The amounts generally are based on level of responsibility and experience, market data, as well as desired pay mix.
Based on the Compensation Committee's annual review to ensure the NEO's target total compensation opportunities are aligned with the Company's compensation philosophy, the base salaries for each of our continuing NEOs as of the end of the fiscal year 2024, Mses.
Annual Cash Incentives
Annual incentives are designed to link executive compensation directly to Company and individual performance by providing incentives and rewards based upon business performance and an individual's contributions during the applicable fiscal year.
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Under the Annual Incentive Plan ("AIP") for 2024, eligible members of management were provided an opportunity to eaan annual cash award based on performance in the 2024 fiscal year against goals established by the Compensation Committee. The cash bonuses of our NEOs under the 2024 AIP were weighted at target 70% on financial performance and 30% on individual performance. The financial performance measures consisted of (i) a bookings component and (ii)
In addition, for members of our senior management team, their 2024 annual cash incentive opportunity included an additional stretch opportunity based on achievement against ULFCF goals, as discussed further below.
Target Award Opportunities
Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee's base salary.
The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually. Target annual incentive opportunities for 2024 were based upon the applicable employee's position, responsibilities, and historical and expected future contributions to the Company, as well as peer group and other data such as industry survey data.
In connection with the Compensation Committee's standard annual review of the market competitiveness of the NEOs' target total compensation opportunities to ensure alignment with the Company's compensation philosophy, and in recognition of his strong performance and increased responsibilities, the Compensation Committee approved increasing the target annual incentive opportunity of
2024 AIP Achievement& Payouts
The table below summarizes the target annual incentive opportunity for eligible NEOs and actual fiscal year 2024 annual incentive payouts under the AIP, as determined by the
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Compensation Committee, prior to consideration of the stretch bonus opportunity described under "ULFCF Stretch Bonus Opportunity" below.
|
|
2024 Fiscal Year Base Salary |
Target Incentive (% of Base Salary) |
Actual 2024 Fiscal Year AIP as a % of Target |
Actual 2024 Fiscal Year Annual Incentive Award |
||||||||||||
|
|
$ | 550,000 | 100 | % | 92.2 | % | $ | 507,317 | ||||||||
|
|
$ | 500,000 | 90 | % | 92.2 | % | $ | 415,078 | ||||||||
|
|
$ | 550,000 | 40 | % | 100.0 | % | $ | 220,000 | ||||||||
|
|
$ | 500,000 | 80 | % | 94.1 | % | $ | 376,546 | ||||||||
|
|
$ | 525,000 | 40 | % | 92.2 | % | $ | 56,629 | ||||||||
| (1) |
In addition to the AIP, the Compensation Committee may consider payment of additional bonuses from time to time, such as the sign-onbonuses paid to newly hired executives in 2024. See the Summary Compensation Table for more information. |
| (2) |
Pursuant to the terms of her offer letter, |
| (3) |
|
Financial Component: For the fiscal year ended
The Compensation Committee, with guidance from the independent compensation consultant, approved threshold, target, and maximum goals for each of the financial performance metrics.
In setting targets for the 2024 fiscal year, the Compensation Committee referenced both the prior year's results and other factors. As a result, the target metrics for each of Total Bookings and ULFCF were generally determined as approximately 35% growth and 76% growth, respectively, versus the prior year's results. The target level was intended to require significant year-over-year growth, with the maximum level requiring even more rigorous performance.
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Based on the performance against these pre-determined financialperformance objectives, the calculated result of the financial component of the AIP was 82.5% for our NEOs tied to total company goals, and 85.2% for
|
Financial Metrics (Weighting) |
2024 Fiscal Year Financial |
2024 Fiscal Year Payout |
||
| Total Bookings (50%)(1) | 86.6% of target | 60.6% of target | ||
| ULFCF (50%) | 104.1% of target | 104.4% of target |
| (1) |
For |
Individual Component: In addition to the financial component, 30% of the target annual cash incentive opportunities for our NEOs in 2024 were based on an assessment of their overall individual performance for the 2024 fiscal year as measured against his or her individual performance goals. Once the 2024 AIP is funded pursuant to the Company's financial performance, the individual component allows for further differentiation to recognize an individual's performance, with potential payouts for any NEO's individual component for 2024 ranging from 0-200% oftarget. In addition, the overall annual incentive payout may be adjusted down based on an NEO's individual performance. Individual performance goals are not intended to be formulaic, but rather to serve as the framework upon which the executive officer's overall performance may be evaluated. Such performance goals are established with reference to each individual executive officer's position or function within CLEAR, and may also include goals related to the demonstration of leadership and effective decision-making, effective communication, promotion of our strategic and organizational initiatives and values, commitment to excellence and work ethic, successful completion of major projects and organization capability building.
ULFCF Stretch Bonus Opportunity
The 2024 annual cash incentive opportunity for our NEOs included an additional stretch opportunity based on achievement against the ULFCF goal used for AIP purposes. This stretch bonus opportunity was adopted as a one-yearplan for the 2024 fiscal year to further incentivize the senior management team to drive ULFCF performance, which the Company views as a critical factor in creating shareholder value, as well as recognize the target AIP ULFCF goals reflect significant growth from fiscal year 2023 ULFCF (76% growth). To the extent the target AIP ULFCF goal was exceeded, an additional stretch bonus pool would be funded up to a maximum of 5% of the incremental ULFCF generated above the target goal, capped at the amount generated once the maximum AIP ULFCF goal is achieved. The Compensation Committee in its sole discretion could determine not to fund the pool, or to fund a lower amount, regardless of achievement levels. For 2024, CLEAR exceeded the ULFCF AIP target by 4.1%, and the Compensation Committee determined to fund the pool in full, resulting in an ULFCF stretch bonus pool of
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allocation among members of the senior management team. Ms.
Long-Term Incentive Compensation
We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of equity awards bears a direct relationship to our stock price, whether the vesting is time-based or performance-based, and, therefore, our Compensation Committee believes these awards are an incentive for our executive officers to create value for our stockholders over a multi-year period. Equity awards also help us retain our executive officers in a highly competitive market.
Our long-term incentive equity awards consist of RSUs and PSUs. We believe that a combination of RSUs and PSUs balances the Company's objectives of shareholder alignment, pay-for-performance,and retention of executives. In fiscal year 2024, we began our shift toward annual equity grants, delivered in 50% RSUs and 50% PSUs tied to corporate financial performance goals for eligible members of senior management. In addition, our co-founders,Ms.
To date, the Compensation Committee has not applied a rigid formula in determining the size of equity awards. The Compensation Committee determines the amount of the equity award for each executive officer, including each NEO, after taking into consideration their role and responsibilities, an analysis of market compensation data (including at the companies in our compensation peer group), the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our retention objectives, our contemplated equity budget and potential award ranges for our employees, including our executive officers, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our "burate"), the potential voting power dilution to our stockholders (our "overhang"), the recommendations of our Chairman and Chief Executive Officer (except with respect to her own equity award), and other relevant factors.
Annual Grant Program - 2024 Fiscal Year Grants
In preparation for making 2024 equity compensation decisions, our Compensation Committee reviewed our NEOs' outstanding equity awards, including the retention value of unvested awards, market data, including equity award practices of our peer companies, as well as other factors. After careful review and consideration, the Compensation Committee, with the assistance of the independent compensation consultant, determined to shift away from equity awards granted periodically (generally granted every three years), and begin granting equity awards to eligible members of senior management annually (at reduced target values
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reflective of annual grants). The Compensation Committee believes that this shift provides compensation that is retentive and drives performance, while enhancing the Compensation Committee's ability to annually review and adjust executive compensation based on company and individual performance, and better reflects public company practice. The Compensation Committee began making annual grants to certain NEOs in
As part of this review, the Compensation Committee elected to start providing annual equity incentives to our Co-Foundersin 2024. This decision followed a lengthy review by the Compensation Committee in consultation with the independent compensation consultant, including reviews of the market competitiveness of compensation pay levels for the Co-Foundersand the annualized target value of the Founder PSUs. Based on that assessment, the Co-Founders'annualized target compensation (inclusive of the annualized target value of the Founder PSUs) was below the market median of their respective peer group matches. The Compensation Committee determined that it was important and to the benefit of the Company to increase the market competitiveness of the Co-Founders'total annual compensation opportunities, and to do so with equity compensation to both further align the Co-Founders'opportunities with members of senior management who are shifting to annual equity incentives and further align their interests with our other stockholders.
The grants approved by the Compensation Committee for the Co-Founderswere time-based RSU grants for Ms.
As part of the new annual grant program, annual awards were also granted to each of
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Other 2024 Fiscal Year Grants
In
Stock Ownership Guidelines
In
Clawback Policy
We maintain a clawback policy that provides that if we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Company will seek recovery of any erroneously awarded incentive-based compensation (i.e., the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the accounting restatement, computed without regard to any taxes paid) received during the three completed fiscal years immediately preceding the date the Company is required to prepare such restatement and any transition period resulting from a change in the Company's fiscal year within or immediately following those three completed fiscal years by executive officers who served at any time during the performance period for such incentive-based compensation.
Benefits
Our executive officers, including our NEOs, generally are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried
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employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits.
We also maintain the 401(k) Plan that provides eligible
We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances.
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REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis set forth above with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement for filing with the
Members of the Compensation Committee
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation earned for the fiscal years ended
|
|
Year | Salary ($) |
Bonus ($) |
Stock Awards ($)(1) |
Nonequity Incentive Plan Compensation ($)(2) |
All Other Compensation(3) |
Total ($) | |||||||||
| 2024 | 550,000 | - | 4,999,995 | 612,680 | - | 6,162,675 | ||||||||||
|
Chairman and Chief Executive Officer |
2023 | 550,000 | - | - | 646,745 | - | 1,196,745 | |||||||||
| 2022 | 424,999 | - | - | 246,279 | - | 671,278 | ||||||||||
|
|
2024 | 264,305 | 275,000(6) | 4,449,975 | 220,000 | 2,000 | 5,211,281 | |||||||||
|
General Counsel and Chief Privacy Officer |
||||||||||||||||
|
|
2024 | 500,000 | - | 999,999 | 406,546 | 2,000 | 1,908,545 | |||||||||
|
Executive Vice President, Aviation |
||||||||||||||||
|
|
2024 | 153,125 | 225,000(7) | - | 71,629 | 25,328(7) | 475,082 | |||||||||
|
Chief Security Officer |
||||||||||||||||
|
|
2024 | 500,000 | - | 3,749,996 | 415,078 | 2,000 | 4,667,074 | |||||||||
|
Former President and Chief Financial Officer |
2023 | 500,000 | - | - | 529,155 | 2,000 | 1,031,155 | |||||||||
| 2022 | 424,999 | - | - | 246,279 | 2,000 | 673,278 | ||||||||||
|
Kasra Moshkani |
2024 | 394,166 | - | 2,499,998 | - | 2,000 | 2,896,165 | |||||||||
|
Former Executive Vice President, CLEAR Verified |
2023 | 550,000 | - | 1,000,000 | 300,000 | 2,000 | 1,852,000 | |||||||||
| 2022 | 525,000 | - | 499,998 | 305,514 | 2,000 | 1,332,512 | ||||||||||
| 2024 | 445,000 | - | - | - | 152,000(8) | 597,000 | ||||||||||
|
Former Chief Information Security Officer |
2023 | 600,000 | - | - | 80,000 | 2,000 | 682,000 | |||||||||
| 2022 | 600,000 | - | - | 135,527 | 2,000 | 737,527 | ||||||||||
| (1) |
This column reflects the aggregate grant date fair value of Company RSUs and PSUs granted to the NEOs in the applicable year, without any reduction for risk of forfeiture, as calculated in accordance with FASB ASC Topic 718 on the date of grant. The assumptions used by the Company in calculating the grant date fair values are set forth in Note 15 to our financial statements included in our 2024 Form 10-K.See more information regarding grants during fiscal year 2024 as set forth in the "Grants of Plan-Based Awards" table below. The grant date value reported for PSUs granted in 2023 and 2022 assumes 100% achievement, which is the maximum, and the grant date value for PSUs granted in 2024 assumes 100% achievement, which is the target. At the highest level of performance, the value of such 2024 PSUs on the applicable grant date would be: |
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| (2) |
Reflects payments under our AIP for the applicable year, determined based on achievement against predetermined financial metrics of the Company and individual performance, as described in the Compensation Discussion & Analysis. For 2024, also includes the payments under the ULFCF stretch bonus opportunity as described in the Compensation Discussion & Analysis. |
| (3) |
Except as otherwise described, this column reflects 401(k) matching contributions paid by the Company. Excludes perquisites that in the aggregate are less than |
| (4) |
The executive was not a named executive officer for 2023 or 2022 and so compensation for those years is not included. |
| (5) |
Amounts in this table reflect the portion of the fiscal year in which the executive was employed. |
| (6) |
Reflects monthly bonus payments pursuant to |
| (7) |
For |
| (8) |
On |
Narrative Disclosure to Summary Compensation Table
Employment Arrangements and Restrictive Covenant Agreements. Our Co-Founders,Ms.
Our NEOs receive offer letters upon hire that provide for initial compensation levels and may provide for sign-onbonuses or other payments. The offer letters provide that the executive is eligible to participate in employee benefits provided from time to time to similarly situated employees. The offer letters also contain a non-competitioncovenant that applies during the term of employment and for 12 months thereafter, a non-solicitationof employees, consultants and customers covenant that applies during the term of employment and for 12 months thereafter, a non-hireof employees covenant that applies during the term of employment and for 12 months thereafter, and, among other things, a perpetual confidentiality covenant and a perpetual non-disparagementcovenant. These terms are generally consistent in offer letters for all of our employees.
During 2024, we entered into this type of offer letter with each of
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Also see "Potential Payments upon Termination of Employment or Change in Control" below for any termination-related provisions.
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Grants of Plan-Based Awards
The table below presents information regarding Company equity awards granted under the Company's 2021 Omnibus Incentive Plan and annual cash incentive opportunities under our AIP for the fiscal year ended
|
|
Grant |
Estimated Future Payouts Under Non-EquityIncentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock and Option Awards(2) |
|||||||||||||||
| Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||
|
|
(3) | |||||||||||||||||||
| 259,740 | $ | 4,999,995 | ||||||||||||||||||
|
|
(3) | |||||||||||||||||||
| 194,805 | $ | 3,749,996 | ||||||||||||||||||
|
|
(3) | |||||||||||||||||||
| 53,050 | $ | 999,993 | ||||||||||||||||||
| 26,525 | 53,050 | 79,575 | $ | 999,993 | ||||||||||||||||
| 118,357 | $ | 2,449,990 | ||||||||||||||||||
|
|
(3) | |||||||||||||||||||
| 15,584 | $ | 299,992 | ||||||||||||||||||
| 7,792 | 15,584 | 23,376 | $ | 299,992 | ||||||||||||||||
| 10,390 | $ | 200,008 | ||||||||||||||||||
| 5,195 | 10,390 | 15,585 | $ | 200,008 | ||||||||||||||||
|
|
(3) | |||||||||||||||||||
|
Kasra Moshkani |
(3) | |||||||||||||||||||
| 51,948 | $ | 999,999 | ||||||||||||||||||
| 25,974 | 51,948 | 77,922 | $ | 999,999 | ||||||||||||||||
| 25,974 | $ | 500,000 | ||||||||||||||||||
|
|
(3) | |||||||||||||||||||
| (1) |
The grant date is presented in accordance with Topic 718 where applicable. |
| (2) |
This column reflects the aggregate grant date fair value of the RSU awards granted to each NEO in the 2024 fiscal year without any reduction for risk of forfeiture as calculated in accordance with Topic 718 as of the date of grant. |
| (3) |
This row reflects the possible payouts under the Company's AIP for performance in fiscal year 2024. Each of the eligible NEOs is assigned a target bonus which is a percentage of the NEO's base salary for such fiscal year. The amounts actually paid by the Company for performance in fiscal year 2024 are disclosed in the Non-EquityIncentive Plan Compensation column of the Summary Compensation Table above. For more information regarding our AIP, please see "Compensation Discussion & Analysis-Compensation Elements-Annual Cash Incentives." The amounts do not include the ULFCF stretch bonus opportunity described in "Compensation Discussion & Analysis" because, although the program was based on exceeding a pre-setgoal for ULFCF, each individual did not have a target payment amount and instead was eligible to receive a portion of the pool resulting from the goal achievement, as approved by the Compensation Committee. The aggregate pool was based on a percentage of the achievement of ULFCF over the target AIP goal (but no more than the maximum AIP goal), as further described in the Compensation Discussion & |
50
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|
Analysis. The resulting available maximum funding in total (and for any individual) was |
| (4) |
This row reflects the number of RSUs awarded in fiscal year 2024. This grant of RSUs vests in three equal installments on |
| (5) |
This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to |
| (6) |
This row reflects the number of RSUs awarded in fiscal year 2024. This grant of RSUs to |
| (7) |
This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to |
| (8) |
This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to |
| (9) |
This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to Mr. Moshkani, up to 77,922 PSUs would vest on |
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Outstanding Equity Awards at Fiscal Year End
The following tables provide information about the outstanding equity awards held by our NEOs as of
|
|
Grant Type | Number of Shares or Units That Have Not Vested |
Market Value of Shares or Units That Have Not Vested(1) |
Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested |
Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($)(1) |
|||||
|
|
PSUs(2) | 2,405,831 | 64,091,337 | |||||||
| RSUs(3) | 259,740 | 6,919,473 | ||||||||
|
|
PSUs(2) | 1,802,786 | 48,026,219 | |||||||
| RSUs(3) | 194,805 | 5,189,605 | ||||||||
|
|
RSUs(4) | 171,407 | 4,566,282 | |||||||
| PSUs(5) | 53,050 | 1,413,252 | ||||||||
|
|
RSUs(6) | 50,815 | 1,353,711 | |||||||
| PSUs(7) | 49,824 | 1,327,311 | ||||||||
|
|
- | - | - | - | - | |||||
| (1) |
Calculated using the closing price of Class A Common Stock on the NYSE on |
| (2) |
Represents the one-timegrant of the Founder PSUs at the time of the IPO and is the maximum number of shares that could vest assuming full achievement of the stock price goals in the award. See below under "Founder PSUs" for more information regarding the vesting conditions. |
| (3) |
Reflects an award of RSUs that vests annually over three years on |
| (4) |
Reflects (i) an award of 53,050 RSUs that vests annually over three years from on |
| (5) |
Reflects the target value of an award of PSUs that cliff vest on |
| (6) |
Reflects (i) an award of 6,458 (from an original award of 12,916) RSUs that vest on |
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| (7) |
Reflects (i) the target value (which is the maximum) of an award of 12,361 PSUs that cliff vest on |
Founder PSUs. The Founder PSUs granted in connection with our IPO are eligible for vesting between the second and fifth anniversaries of the closing of our IPO, with vesting subject to sustained stock price performance between 1.5 and 3.0 times the IPO price of
| • |
Achievement of a price hurdle depends on the average volume-weighted average price per share (or VWAP) for the trading days during any 180-day periodending within the applicable measurement period as follows (and each price hurdle may be met only once): |
|
Price Hurdle (Multiple of |
Measurement Period (From IPO Closing) |
Portion of PSUs Eligible to Vest |
||||||
| 1.5x | Second anniversary to fifth anniversary | 1/3 | ||||||
| 2.0x | Third anniversary to fifth anniversary | 1/3 | ||||||
| 3.0x | Fourth anniversary to fifth anniversary | 1/3 | ||||||
| • |
As of the fifth anniversary of the closing of our IPO, if the 180-day VWAPstock price falls between two price hurdles, then additional Founder PSUs will vest on a pro-rated basisbased on straight-line interpolation between the two price hurdles. Any remaining unearned Founder PSUs will be forfeited. |
| • |
Upon an involuntary termination without cause or resignation for good reason, or death or disability, or if a Co-Founder's executiverole ends but the Co-Founder remainson the Board, the Founder PSUs remain eligible for vesting based on the above performance criteria for up to two years following the Co-Founder's cessationof service (but no later than the fifth anniversary of the closing of our IPO). Upon a change in control, if the transaction price falls between two price hurdles, then an applicable portion of the Founder PSUs will vest on a pro-rated basisbased on straight-line interpolation between the two price hurdles. |
No Hedging or Pledging of Company Stock. Directors, executive officers and employees, including their designees, are prohibited from purchasing any financial instruments (including
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prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company's equity securities that are (1) granted to the director, officer or employee by the Company as part of such director's, officer's or employee's compensation; or (2) held, directly or indirectly, by the director, officer or employee. In addition, directors, officers and employees of the Company are prohibited from purchasing securities of the Company on margin and may not purchase securities of the Company on margin or pledge, or otherwise grant a security interest in, securities of the Company in margin accounts.
Equity Grant Timing Policies. We do not grant stock options or SARs. We do not time the disclosure of material non-publicinformation for the purpose of affecting the value of executive compensation.
Stock Vested
The table below shows RSUs that vested during fiscal year 2024.
|
|
RSUs | |||
| Number of Shares Acquired on Vesting |
Value Realized on Vesting(1) | |||
|
Caryn Seidman Becker |
- | - | ||
|
Kenneth Cornick |
- | - | ||
|
Lynn Haaland |
- | - | ||
|
Kyle McLaughlin |
13,066 | 348,483 | ||
|
Jonathan Schlegel |
- | - | ||
|
Kasra Moshkani |
137,097 | 2,570,569 | ||
| (1) |
Calculated using the closing price of Class A Common Stock on the NYSE on the applicable vesting date. |
Potential Payments upon Termination of Employment or Change in Control
The following discussion sets forth a quantification of estimated severance and other benefits payable to the NEOs under various circumstances regarding the termination of their employment and change in control situations (other than Messrs. Moshkani and Patterson, who departed the Company in
| • |
Termination of employment and/or change in control occurred after the close of business on |
| • |
We have valued equity awards (including for purposes of the per share price paid in a change in control) using the closing market price of our Class A Common Stock of |
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| • |
In the event of termination of employment, the payment of certain amounts may be delayed, depending upon the terms of each specific award agreement and the applicability of Code Section 409A. In quantifying aggregate termination payments, we have not taken into account the timing of the payments and we have not discounted the value of payments that would be made over time, except where otherwise disclosed. |
| • |
We have assumed that all performance objectives for performance-based awards (excluding the Founder PSUs which are market-based awards tied to stock price) are achieved. |
In the event of a voluntary termination of employment, a retirement, disability or termination by the Company for "Cause," no NEO would have been entitled to any payments, excluding any vested benefits.
In the event of a termination of employment by the Company without "Cause" or a termination of employment by the NEO for "Good Reason" prior to the first anniversary of employment, each of
In the event of termination of employment due to death, all unvested RSUs of Mses.
All of the unvested RSUs held by the NEOs (other than the Founder PSUs) provide for "double-trigger" vesting. That is, in the event of a change in control, if the grantee is involuntarily terminated without cause or resigns for good reason (as defined in the award agreement), within three months before or 12 months after the change in control, then the equity awards will become fully vested. Also see the description of the terms of the Founder PSUs above, whose value upon a change in control would depend on the stock price at such time. In the event of such an occurrence on
CEO Pay Ratio
We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Ms.
55
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Becker, our Chairman and Chief Executive Officer as of
To identify our median employee, we first determined our employee population as of
Once we identified the median employee, we determined that employee's total compensation, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above.
Using these guidelines, for the 2024 fiscal year, our Chairman and Chief Executive Officer had annual total compensation of
Because the
56
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|
Year
|
SCT Total
for PEO (1)
|
Compensation
Actually Paid to PEO (1)(2)
|
Average
SCT Total for Other NEOs (1)
|
Average
Compensation Actually Paid to Other NEOs (1)(2)
|
Value of Initial
Fixed Investment Based on: |
Net Income
(Loss) |
Unlevered
Free Cash Flow (4)
|
|||||||||||||||||||||||||||||||||
|
Company
TSR |
Peer
Group TSR (3)
|
|||||||||||||||||||||||||||||||||||||||
|
2024
|
( |
) | ||||||||||||||||||||||||||||||||||||||
|
2023
|
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
|
2022
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
|
2021
|
( |
) | ||||||||||||||||||||||||||||||||||||||
| (1) |
The PEO was
|
| (2) |
The table below summarizes the adjustments required to be made to the amounts reported in the Summary Compensation Table for the applicable year in accordance with Item 402(v) of Regulation
S-K
in order to determine the amounts shown in the table above as being "Compensation Actually Paid." The fair value of the equity awards on different measurement dates was updated for stock price, probability of achievement of financial goals (as applicable) and, for the Founder PSUs which value was determined by a Monte Carlo simulation, updated volatility and other inputs on the measurement date. |
|
Adjustments
|
2024
|
|||||||||
|
PEO
|
Other NEOs*
|
|||||||||
|
Total Compensation from SCT
|
$ | 6,162,675 | $ | 2,625,858 | ||||||
|
Adjustments for stock and option awards
|
||||||||||
|
(Subtraction): Deduction for Amounts Reported under the "Stock Awards" Columns in the Summary Compensation Table for applicable fiscal year
|
(4,999,995) | (1,949,995 | ) | |||||||
|
Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end
|
6,919,474 | 2,039,545 | ||||||||
|
Addition (Subtraction): Year-over-year change in fair value at year end of awards granted in any prior fiscal year that are outstanding and unvested at year end
|
(8,476,545 | ) | (1,033,836 | ) | ||||||
|
Addition: Vesting date fair value of awards granted and vesting during such year
|
- | - | ||||||||
|
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year
|
- | (30,302 | ) | |||||||
|
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that were forfeited, including failing to meet the applicable vesting conditions during such year
|
- | (180,760 | ) | |||||||
|
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
|
- | - | ||||||||
|
Compensation Actually Paid (as calculated)
|
( |
) | ||||||||
| * |
Amounts presented are averages for the entire group of other NEOs.
|
| (3) |
The Peer Group TSR represents the published
S-K
Item 201(e) in the 2024 Form 10-K.
|
| (4) |
For purposes of this table, Unlevered Free Cash Flow (which was first used as a measure in our executive compensation program for 2024) means Free Cash Flow without the impact of any interest expense or interest income, reduced by
non-cash
equity-based compensation expense. For years prior to 2024, amounts in this table reflect further adjustments, such as warrant expense and pre-IPO
performance awards that were forfeited. |
| Total Stockholder Return | Unlevered Free Cash Flow | Total Bookings |
the periods fluctuates.
information with respect to compensation plans in effect as of
|
Plan Category
|
Number of
Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(a)
|
Weighted-
average Exercise Price of Outstanding Options, Warrants and Rights (1)
(b)
|
Number of
Securities
Remaining
Available for Future Issuance Under Equity Compensation Plans
(Excluding Securities Reflected
in Column (a))
(2)
(c)
|
||||||||||||
|
Class A Common Stock equity compensation plans approved by security holders
|
8,031,694 | - | 16,841,467 | ||||||||||||
|
Class A Common Stock equity compensation plans not approved by security holders
|
- | - | - | ||||||||||||
|
Total
|
8,031,694 | - | 16,841,467 | ||||||||||||
| (1) |
The amounts in this column are comprised only of RSUs (some of which are subject to performance criteria), as those are the only form of award outstanding as of
|
| (2) |
Pursuant to the terms of the 2021 Omnibus Incentive Plan approved by stockholders, the number of shares available thereunder will automatically increase each fiscal year beginning with fiscal year 2022 and ending with fiscal year 2031 by the lesser of (a) 5% of the aggregate number of shares of all classes of Common Stock outstanding (that is, assuming exchange and/or conversion of all other classes of Common Stock into Class A Common Stock) on the final day of the immediately preceding calendar year or (b) such number of shares determined by the Compensation Committee or the Board; provided that any such increase shall not result in the number of shares then available for future grants being greater than an amount equal to 12% of the number of shares of all classes of Common Stock (that is, assuming exchange and/or conversion of all other classes of Common Stock into Class A Common Stock) outstanding on the last day of the immediately preceding calendar year. For fiscal year 2025, the Compensation Committee approved no increase in the 2021 Omnibus Incentive Plan, which such increase would have been effective on the first business day of 2025.
|
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PROPOSAL 3 - NON-BINDING ADVISORYVOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
As required by Section 14A of the Exchange Act and the related rules of the
"RESOLVED, that the stockholders of
While we intend to carefully consider the voting results of this proposal, the vote is advisory in nature and therefore not binding on us, our Board or our Compensation Committee. Our
It is expected that the next say-on-pay votewill occur at the 2026 annual meeting of stockholders.
Vote Required for Approval
Approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of our Common Stock, voting together as a single class. In accordance with our Certificate of Incorporation holders of our Class A Common Stock or Class
The Board unanimously recommends that you vote FOR this proposal.
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EXECUTIVE OFFICERS
The names of our executive officers, their ages as of the date of this Proxy Statement and their positions are shown below.
|
|
AGE |
POSITION |
||||||
|
|
52 |
Chairman and Chief Executive Officer |
||||||
|
|
47 |
President |
||||||
|
|
37 |
Chief Financial Officer |
||||||
|
|
57 |
General Counsel and Chief Privacy Officer |
||||||
|
|
37 |
Executive Vice President, Aviation |
||||||
|
|
46 |
Chief Security Officer |
||||||
| (1) |
The biographies for Ms. |
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continents and guided the company through a strategic acquisition and post-pandemic recovery. Prior to that,
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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, certain executive officers, and persons who beneficially own more than 10% of the outstanding Class A Common Stock to file reports of ownership and changes in ownership with the
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The tables below set forth, to the best of the Company's knowledge, certain information as of
| • |
each person who is known to be the beneficial owner of more than 5% of any class or series of our capital stock; |
| • |
each of our NEOs for fiscal year 2024; |
| • |
each of our current directors; and |
| • |
all of our directors and executive officers as a group. |
The amounts and percentages of Class A Common Stock and Class B Common Stock beneficially owned are reported on the basis of the regulations of the
Unless otherwise indicated, the address for each beneficial owner listed below is: c/o
| Class A Common Stock Owned (on a fully exchanged and converted basis)(1) |
Class B Common Stock Owned (on a fully exchanged basis)(2)(3) |
Combined Voting Power(4) |
|||||||||||||||||||||||
| Number | Percentage | Number | Percentage | ||||||||||||||||||||||
|
5% Equityholders |
|||||||||||||||||||||||||
|
|
20,448,548 | 15.29 | % | 20,182,033 | 78.92 | % | 65.19 | % | |||||||||||||||||
|
|
5,456,826 | 4.08 | % | 5,391,891 | 21.08 | % | 17.41 | % | |||||||||||||||||
|
William H. Miller III(7) |
12,463,597 | 9.32 | % | - | - | 2.01 | % | ||||||||||||||||||
|
|
15,676,459 | 11.72 | % | - | - | 2.53 | % | ||||||||||||||||||
|
|
12,053,742 | 9.02 | % | - | - | 1.95 | % | ||||||||||||||||||
|
Directors and Named Executive Officers |
|||||||||||||||||||||||||
|
|
20,448,548 | 15.29 | % | 20,182,033 | 78.92 | % | 65.19 | % | |||||||||||||||||
|
|
5,456,826 | 4.08 | % | 5,391,891 | 21.08 | % | 17.41 | % | |||||||||||||||||
|
|
11,308 | * | - | - | * | ||||||||||||||||||||
|
|
21,895 | * | - | - | * | ||||||||||||||||||||
|
|
- | - | - | - | - | ||||||||||||||||||||
|
Kasra Moshkani |
113,048.96 | * | - | - | * | ||||||||||||||||||||
|
|
23,227 | * | - | - | * | ||||||||||||||||||||
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| Class A Common Stock Owned (on a fully exchanged and converted basis)(1) |
Class B Common Stock Owned (on a fully exchanged basis)(2)(3) |
Combined Voting Power(4) |
|||||||||||||||||||||||
| Number | Percentage | Number | Percentage | ||||||||||||||||||||||
|
|
170,235 | * | - | - | * | ||||||||||||||||||||
|
|
961,929 | * | - | - | * | ||||||||||||||||||||
|
|
26,671 | * | - | - | * | ||||||||||||||||||||
|
|
4,704 | * | - | - | * | ||||||||||||||||||||
|
|
26,671 | * | - | - | * | ||||||||||||||||||||
|
|
- | - | - | - | - | ||||||||||||||||||||
|
|
205,863 | * | - | - | * | ||||||||||||||||||||
|
All directors and executive officers as a group (13 persons) |
27,328,192 | 20.44 | % | 25,573,924 | 100 | % | 82.83 | % | |||||||||||||||||
| * |
Less than 1%. |
| (1) |
Prior to our IPO, our business was conducted through |
|
|
Number of Alclear Units and Shares of Class |
Number of Alclear Units and Shares of Class D Common Stock |
||||||||
|
|
- | 19,630,246 | ||||||||
|
|
- | 5,266,444 | ||||||||
|
|
163,179 | - | ||||||||
|
|
934,498 | - | ||||||||
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| (2) |
Represents 20,448,548 shares of Class A Common Stock beneficially owned as a result of (i) 19,630,246 Alclear Units and an equal number of shares of Class D Common Stock held by |
| (3) |
Represents 5,456,826 shares of Class A Common Stock beneficially owned as a result of (i) 5,266,444 Alclear Units and an equal number of shares of Class D Common Stock held by |
| (4) |
Percentage of combined voting power represents voting power with respect to all shares of our outstanding Class A Common Stock, Class B Common Stock, Class |
| (5) |
Alclear Investments is controlled by Ms. |
| (6) |
Alclear Investments II is controlled by |
| (7) |
Represents 12,463,597 shares of Class A Common Stock beneficially owned as a result of (i) 474,690 Alclear Units and an equal number of shares of Class |
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|
(v) 1,305,918 shares of Class A Common Stock held by the John M. Miller 2021 Trust, and (vi) 250,000 shares of Class A Common Stock held by the Heather Miller 2021 Trust. Each Miller Entity has the right to exchange its Alclear Units, together with a corresponding number of shares of our Class |
| (8) |
Based on a Schedule 13G (Amendment No. 2) filed with the |
| (9) |
Based on a Schedule 13G (Amendment No. 4) filed with the |
| (10) |
Does not include unvested RSUs, or target amount of unvested PSUs granted under the 2021 Omnibus Incentive Plan, to the extent they would not be scheduled to vest within 60 days of |
| (11) |
Includes 6,458 shares of Class A Common Stock subject to RSUs for |
| (12) |
Represents 170,235 shares of Class A Common Stock beneficially owned as a result of (i) 163,179 Alclear Units and an equal number of shares of Class |
| (13) |
Represents 961,929 shares of Class A Common Stock beneficially owned as a result of (i) 230,811 Alclear Units and an equal number of shares of Class |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Second Amended and Restated Operating Agreement of
In connection with the reorganization transactions, CLEAR,
The holders of Alclear Units generally incur
During the fiscal year ended
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The Amended and Restated Alclear Operating Agreement provides that, except as otherwise provided in the Amended and Restated Alclear Operating Agreement, if at any time we issue a share of our Class A Common Stock or Class B Common Stock, other than pursuant to an issuance and distribution to holders of shares of our Common Stock of rights to purchase our equity securities under a "poison pill" or similar stockholders rights plan or pursuant to an employee benefit plan, the net proceeds received by us with respect to such share, if any, shall be concurrently invested in
Subject to certain exceptions,
The Amended and Restated Alclear Operating Agreement restricts certain persons, including Ms.
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in
Exchange Agreement
In connection with our IPO, we entered into an Exchange Agreement (the "Exchange Agreement") with
The Exchange Agreement provides that, in the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to our Class A Common Stock is proposed by us or our stockholders and approved by our Board or is otherwise consented to or approved by our Board, the Alclear Members are permitted to participate in such offer by delivery of a notice of exchange that is effective immediately prior to the consummation of such offer. In the case of any such offer proposed by us, we are obligated to use our reasonable best efforts to enable and permit the Alclear Members to participate in such offer to the same extent or on an economically equivalent basis as the holders of shares of our Class A Common Stock without discrimination. In addition, we are obligated to use our reasonable best efforts to ensure that the Alclear Members may participate in each such offer without being required to exchange Alclear Units and shares of our Class
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Registration Rights Agreement
Prior to the consummation of our IPO, we entered into a registration rights agreement (the "Registration Rights Agreement") with the Co-Founder Membersand certain other holders of our Common Stock (each, a "
Pursuant to the Registration Rights Agreement, each Co-Founder Memberand any other
Among other things, under the terms of the Registration Rights Agreement:
| • |
if we propose to file certain types of registration statements under the Securities Act of 1933, as amended (the "Securities Act") with respect to offerings of our Class A Common Stock or other equity securities whether or not for the Company's own account, we are required to use our reasonable best efforts to offer each |
| • |
each Co-Founder Memberand any other |
In connection with transfers of their registrable securities, the Registration Parties may assign certain of their respective rights under the Registration Rights Agreement.
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All expenses of registration under the Registration Rights Agreement, including the legal fees of one counsel retained by or on behalf of the Registration Parties, are paid by us. The selling stockholders are responsible for the underwriting discounts and commissions relating to shares they sell and fees and expenses of financial advisors of the selling stockholders and their internal administrative and similar costs.
The registration rights granted in the Registration Rights Agreement are subject to customary restrictions such as minimums, blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter. The Registration Rights Agreement also contains customary indemnification and contribution provisions.
The Registration Rights Agreement is governed by
Any sales in the public market of any Class A Common Stock registrable pursuant to the Registration Rights Agreement could adversely affect prevailing market prices of our Class A Common Stock. See "Risk Factors" in our 2024 Form 10-K.
Tax Receivable Agreement
Future exchanges by the Alclear Members (or their transferees or other assignees) of Alclear Units and corresponding shares of Class
We entered into a tax receivable agreement with the Alclear Members that provides for the payment by us to the Alclear Members of 85% of the amount of cash savings, if any, in
The actual increase in tax basis, as well as the amount and timing of any payments under these agreements, varies depending upon a number of factors, including the timing of
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exchanges by or purchases from the Alclear Members, the price of our Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable and the portion of our payments under the tax receivable agreement constituting imputed interest.
We expect that the payments we will be required to make under the tax receivable agreement will be substantial. Further, assuming no material changes in relevant tax law and that we easufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect that the tax savings associated with all tax attributes described above would aggregate to approximately
Payments under the tax receivable agreement are based on the tax reporting positions that we determine, and the
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and, if any of our tax reporting positions are challenged by a taxing authority, we are not be permitted to reduce any future cash payments under the tax receivable agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we previously made under the tax receivable agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments could be made under the tax receivable agreement significantly in excess of any tax savings that we realize in respect of the tax attributes with respect to the Alclear Members (or their transferees or assignees) that are the subject of the tax receivable agreement.
In addition, the tax receivable agreement provides that in the case of a change in control of the Company or a material breach of our obligations under the tax receivable agreement, we are required to make a payment to the Alclear Members in an amount equal to the present value of future payments (calculated using a discount rate equal to the lesser of 6.5% or LIBOR (or, in the absence of LIBOR, its successor rate) plus 100 basis points, which may differ from our, or a potential acquirer's, then-current cost of capital) under the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our, or a potential acquirer's, liquidity and could have the effect of delaying, deferring, modifying or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. These provisions of the tax receivable agreement may result in situations where the Alclear Members have interests that differ from or are in addition to those of our other stockholders. In addition, we could be required to make payments under the tax receivable agreement that are substantial and in excess of our, or a potential acquirer's, actual cash savings in income tax.
Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or purchase of Alclear Units may accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or purchase of Alclear Units may increase the tax liability of Alclear Members (or their transferees or assignees) without giving rise to any rights to receive payments under the tax receivable agreement. Such effects may result in differences or conflicts of interest between the interests of Alclear Members (or their transferees or assignees) and the interests of other stockholders.
Finally, because we are a holding company with no operations of our own, our ability to make payments under the tax receivable agreement are dependent on the ability of our subsidiaries to make distributions to us. Our debt agreements could restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreement. To the extent that we are unable to make payments under the tax receivable agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.
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We made no payments under the tax receivable agreement during the fiscal year ended
Indemnification Agreements
We entered into indemnification agreements with each of our directors and executive officers that provide, in general, that we will indemnify them to the fullest extent permitted by law and our certificate of incorporation and by-laws inconnection with their service to us or on our behalf.
Delta Repurchases
In
Related Party Transactions Policies and Procedures
In connection with our IPO, we adopted a written Related Person Transactions Policy (the "policy"), which sets forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our Audit Committee. In accordance with the policy, our Audit Committee will have overall responsibility for the implementation of, and compliance with, the policy.
For purposes of the policy, a "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest.
The policy requires that notice of a proposed related person transaction be provided to our General Counsel prior to entry into such transaction. If our General Counsel determines that such transaction is a related person transaction, the proposed transaction will be submitted for consideration (a) to our Audit Committee at its next meeting or (b) in those instances in which the General Counsel determines that it is not practicable or desirable to wait until the next Audit Committee meeting, to the Chair of the Audit Committee.
Under the policy, our Audit Committee or the Chair of the Audit Committee, as applicable, may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders, as the Audit Committee or the Chair of the Audit Committee, as applicable, determines in good faith. In the event that we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed (including any transaction that was not considered a related person transaction at the time it was entered into because none of
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the parties were related persons, but continues after a party thereto has becomes a related person), the transaction will be submitted to the Audit Committee or Chair of the Audit Committee so that it may evaluate all options, including but not limited to ratification, rescission amendment or termination of the related person transaction. Furthermore, under the policy, the Audit Committee may preapprove certain categories of transactions.
The policy also provides that the Audit Committee shall review any previously approved or ratified related person transactions that are ongoing, and have a remaining term of more than six months, to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.
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OTHER MATTERS
Stockholder Proposals For 2026 Annual Meeting
A holder of the Company's Class A Common Stock who wishes to present a proposal for inclusion in the Company's proxy statement for the 2026 annual meeting of stockholders (the "2026 Annual Meeting") pursuant to Rule 14a-8 underthe Securities Exchange Act of 1934 ("Rule 14a-8" and"Exchange Act," respectively) must deliver the proposal to our principal executive offices (
For any stockholder proposal or director nomination that is not submitted for inclusion in our proxy statement pursuant to the process set forth above, but is instead sought to be presented directly at the 2026 Annual Meeting, stockholders are advised to review our by-laws asthey contain requirements with respect to advance notice of stockholder proposals and director nominations. To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year's annual meeting of stockholders. Accordingly, any such stockholder proposal or director nomination must be received between February 5, 2026 and March 7, 2026 for the 2026 Annual Meeting. In the event that the 2026 Annual Meeting of Stockholders is convened more than 30 days prior to or delayed by more than 60 days after June 5, 2026, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the 2026 Annual Meeting and no later than the later of (1) the 90th day prior to the 2026 Annual Meeting and (2) the 10th day following the day on which we notify stockholders of the date of the 2026 Annual Meeting, either by mail or other public disclosure.
In addition to satisfying the advance notice provisions in our bylaws relating to nominations of director candidates, including the earlier notice deadlines set out above, to comply with the
We advise you to review our bylaws for additional stipulations relating to the process for identifying and nominating directors, including advance notice of director nominations and stockholder proposals. Copies of the pertinent bylaw provisions are available on request to the Corporate Secretary at the address set forth above.
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Furthermore, stockholders who intend to solicit proxies in reliance on the
2024 Form 10-K
A copy of the Company's 2024 Form 10-K, asfiled with the
You also may obtain our 2024 Form 10-K atthe
|
|
| Senior Vice President & Secretary |
April 11, 2025
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CLEAR SECURE, INC.
85 10TH AVE
9TH FLOOR
NEW
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59
During The Meeting- Go to www.virtualshareholdermeeting.com/YOU2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59
VOTE BY MAIL
Mark, sign and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Vote Processing, c/o Broadridge, 51 Mercedes Way,
TO VOTE,
V69973-P27717 KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - -- - - - - - - - - - -- - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
For
All |
Withhold
All |
For All
Except |
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
|
||||||||||||||||||
|
The Board of Directors recommends you vote FOR the following: 1. Election of the following nominees as directors: |
☐ | ☐ | ☐ | |||||||||||||||||||
|
Nominees: |
||||||||||||||||||||||
|
01) |
Caryn Seidman Becker | 06) | ||||||||||||||||||||
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02) |
07) | |||||||||||||||||||||
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03) |
08) | |||||||||||||||||||||
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04) |
09) | |||||||||||||||||||||
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05) |
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The Board of Directors recommends you vote FOR the following proposals: |
For | Against |
Abstain |
|||
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2. Ratification of the appointment of our independent registered public accounting firm. |
☐ | ☐ | ☐ | |||
|
3. Approval of, on an advisory basis, the compensation of our named executive officers. |
☐ | ☐ | ☐ | |||
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NOTE:Such other business as may properly come before the meeting or any adjournment thereof. |
||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-Kare available at www.proxyvote.com.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
V69974-P27717
Annual Meeting of Stockholders
June 5, 2025 8:00 AM
This proxy is solicited by the Board of Directors
The undersigned hereby appoints
If you sign and retuthis proxy card but do not give any direction, these shares will be voted FOR each of the director nominees in Proposal 1, FOR Proposals 2 and 3, in the discretion of the proxies, and upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
Continued and to be signed on reverse side
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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