Form 4: Clear Secure Director Marne L. Levine Reports Acquisition of Deferred Restricted Stock Units

Clear Secure, Inc. Director Marne L. Levine has reported the acquisition of 13,482 Deferred Restricted Stock Units (DSUs) on June 5, 2025, as part of her compensation.

Summary

• Reporting Person: Marne L. Levine, a Director of Clear Secure, Inc. (Ticker: YOU).
• Transaction Date: The acquisition of securities occurred on June 5, 2025.
• Securities Acquired: Ms. Levine acquired 13,482 Deferred Restricted Stock Units (DSUs).
• Nature of DSUs: Each DSU represents a contingent right to receive one share of Clear Secure's Class A Common Stock on a future date.
• Vesting Schedule: The DSUs are set to vest in three equal annual installments, with the first installment beginning on June 5, 2026, subject to Ms. Levine's continued service.
• Settlement Condition: The DSUs will generally not be settled into shares of Class A Common Stock until after Ms. Levine's departure from the board of directors.
• Beneficial Ownership: Following this reported transaction, Ms. Levine beneficially owns 13,482 Deferred Restricted Stock Units.

Sentiment

Score: 7

Explanation: The acquisition of equity compensation by a director is generally a positive signal as it aligns their interests with shareholders and serves as a retention incentive, though it is a routine compensation event rather than a significant new development.

Positives

• Alignment of interests: The award of Deferred Restricted Stock Units (DSUs) to Director Marne L. Levine aligns her interests with those of shareholders, as the value of the DSUs is tied to the company's stock performance.
• Retention incentive: The vesting schedule over three years, subject to continued service, acts as an incentive for Ms. Levine to remain on the board and contribute to long-term value creation.

Negatives

• No immediate cash flow: The DSUs do not provide immediate cash flow to the director, as they are not settled into shares until after departure from the board, meaning the director does not realize value until a future date.

Risks

• Value fluctuation: The ultimate value of the DSUs is subject to the future market price of Clear Secure, Inc.'s Class A Common Stock, posing a risk if the stock price declines before settlement.
• Forfeiture risk: The DSUs are subject to forfeiture if the reporting person's service to the company ceases before the vesting conditions are met, potentially resulting in no value realized from the award.

Future Outlook

The Deferred Restricted Stock Units (DSUs) are scheduled to vest in three equal annual installments starting June 5, 2026, contingent on continued service, with settlement generally occurring after the director's departure from the board.

Management Comments

• The filing was signed by Lynn Haaland, Attorney-in-Fact for Marne L. Levine, indicating the formal reporting of the transaction.

Industry Context

The award of equity compensation, such as Restricted Stock Units or Deferred Restricted Stock Units, to directors is a common practice across industries. This method is widely used to align the interests of board members with those of shareholders and to incentivize long-term commitment and performance, reflecting standard corporate governance practices.

Comparison to Industry Standards

• The use of Deferred Restricted Stock Units (DSUs) as a form of director compensation is a standard practice among publicly traded companies, including those in the technology and security sectors like Clear Secure, Inc. This method defers the actual share issuance, often until board departure, which can have tax benefits for the recipient and aligns with long-term retention strategies.
• Comparable companies often use similar equity-based awards (e.g., RSUs, DSUs, stock options) for non-employee directors, with vesting schedules typically ranging from one to three years, similar to the three-year vesting period for these DSUs, demonstrating adherence to common industry compensation norms.

Stakeholder Impact

• Shareholders: The award of equity compensation to a director aligns their financial interests with those of the shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• The 13,482 Deferred Restricted Stock Units (DSUs) will begin vesting in three equal annual installments starting on June 5, 2026.
• The DSUs will generally be settled into shares of Class A Common Stock after the reporting person's departure from the board of directors.

Key Dates

Recommendation

Keywords

Clear Secure, YOU, Form 4, insider transaction, beneficial ownership, restricted stock units, DSU, director compensation, equity award, corporate governance