DEF 14A: Clear Secure, Inc. Outlines Agenda for 2024 Annual Stockholder Meeting, Including Director Elections and Officer Exculpation Amendment

Sentiment:

Proxy Statement 22 April 2024 4:55 PM

Clear Secure, Inc. has released its proxy statement detailing the agenda for its 2024 Annual Meeting of Stockholders, featuring director elections, ratification of the accounting firm, executive compensation advisory vote, and a proposal to amend the certificate of incorporation for officer exculpation.

Summary

Clear Secure, Inc. has announced its 2024 Annual Meeting of Stockholders to be held virtually on June 13, 2024.
Stockholders will vote on the election of eight director nominees, ratification of Ernst & Young LLP as the independent registered public accounting firm, an advisory vote on executive compensation, and an amendment to the Second Amended and Restated Certificate of Incorporation to provide for officer exculpation.
The Board of Directors recommends voting for all director nominees and for the ratification of the accounting firm, the advisory vote on executive compensation, and the amendment to the certificate of incorporation.
The proxy statement includes details on corporate governance, director compensation, executive compensation, related party transactions, and other important matters for stockholders to consider.
The record date for determining stockholders eligible to vote at the Annual Meeting was April 15, 2024.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive aspects include the company's commitment to corporate governance and executive compensation practices. The potential risks associated with related party transactions and the tax receivable agreement are noted, but overall, the document presents a balanced view.

Positives

The company has a significant majority (75%) of independent directors on the Board.
Independent Board committees are in place, including Audit, Compensation, and Nominating and Corporate Governance.
The company conducts annual Board and committee self-assessments.
The company has prohibitions on the hedging or pledging of Company securities.
The company maintains a compensation recovery (clawback) policy.
The company's compensation program is designed so that a significant portion of NEO's compensation is at-risk.
The company has a double-trigger change in control arrangement for equity awards.

Risks

The proxy statement discusses related party transactions, which could present potential conflicts of interest.
The Tax Receivable Agreement could require significant payments and may influence decisions regarding mergers or asset sales.
The exclusive forum provisions in the certificate of incorporation could limit stockholders' ability to bring certain lawsuits in their preferred venue.

Future Outlook

The company expects to continue emphasizing at-risk and variable pay for executive officers to provide balanced incentives for meeting business objectives and driving long-term growth.

Management Comments

Caryn Seidman Becker, Chairman and Chief Executive Officer: 'Your vote is important to us.'

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including director independence, committee structures, and executive compensation disclosures.

Comparison to Industry Standards

The company's compensation peer group includes Braze, Bumble, Chegg, Coupa Software, Gogo, Jamf Holding, KnowBe4, Okta, Phreesia, Qualys, Rapid7, Smartsheet, Tenable Holdings, Warby Parker, and Workiva, indicating a focus on consumer-facing, technology-based, and subscription-based companies.
The shift to annual equity grants for senior management aligns with common public company practices.
The company's executive compensation program includes base salary, annual cash incentives, and long-term incentive compensation, which are typical components of executive compensation packages.
The company's clawback policy is consistent with governance standards aimed at recovering erroneously awarded compensation.

Related Party Transactions

The proxy statement discusses related party transactions, including the Second Amended and Restated Operating Agreement of Alclear Holdings, LLC, the Exchange Agreement, the Registration Rights Agreement, and the Tax Receivable Agreement.
These agreements involve payments and potential conflicts of interest between the company and its related parties.

Stakeholder Impact

The proposals outlined in the proxy statement will impact stockholders through potential changes in corporate governance and executive compensation.
The election of directors will determine the leadership and oversight of the company.
The amendment to the certificate of incorporation could affect the liability of officers.
The Tax Receivable Agreement could impact the company's financial performance and ability to distribute dividends.

Next Steps

Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
The company will hold its Annual Meeting of Stockholders on June 13, 2024.
The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Date	Description
2010	Company has been expanding its network, investing in its technology platform, strengthening its operations and developing its people to consistently deliver increased value to members and partners, resulting in the growth and trust of the CLEAR brand.
December 7, 2020	Date of offer letter with Mr. Patterson to serve as Chief Information Security Officer.
March 2, 2021	Original Certificate of Incorporation filed with the Secretary of State of the State of Delaware.
April 8, 2021	First Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware.
May 10, 2021	Date of offer letter with Mr. Moshkani to serve as Executive Vice President, Operations.
June 6, 2021	Original date of director appointments for Caryn Seidman Becker, Kenneth Cornick, Michael Z. Barkin, and Adam J. Wiener.
June 29, 2021	Original date of director appointments for Tomago Collins and Kathryn A. Hollister.
July 2021	Mr. Moshkani received a new hire award that included 24,193 PSUs, which are eligible to vest on June 21, 2024 based on the achievement of revenue performance goals, including contribution margin, for the 2023 fiscal year.
June 1, 2022	19,157 PSUs granted to Mr. Moshkani, which will be eligible for vesting on June 1, 2025, based on bookings performance as of December 31, 2024, subject to continued employment.
June 14, 2023	Original date of director appointment for Shawn Henry.
April 19, 2023	Date of offer letter with Mr. Feldman to serve as EVP, Powered by CLEAR.
August 2023	Mr. Moshkani received a one-time promotion grant of RSUs made in connection with his expanded role as EVP, CLEAR Verified, with a target value of $1,000,000, that will vest ratably in three equal tranches on the first three anniversaries of grant.
September 2023	Mr. Feldman departed from the Company.
December 31, 2023	End of fiscal year 2023.
February 2024	The Compensation Committee approved an annual grant for Mr. Moshkani with a target value of $2,000,000, consisting of 50% time-based RSUs and 50% PSUs.
February 2024	The Compensation Committee approved time-based RSU grants for Ms. Seidman Becker and Mr. Cornick with grant date values of $5,000,000 and $3,750,000, respectively.
April 15, 2024	Record date for determining stockholders eligible to vote at the Annual Meeting.
April 22, 2024	Date of proxy statement.
June 12, 2024	Deadline for submitting votes by telephone or through the Internet (11:59 p.m. Eastern Time).
June 13, 2024	Date of the 2024 Annual Meeting of Stockholders (8:00 a.m. Eastern Time).
December 23, 2024	Deadline for stockholders to submit proposals for inclusion in the 2025 proxy statement.
February 13, 2025	Earliest date for stockholders to submit proposals or director nominations for the 2025 Annual Meeting (outside of Rule 14a-8).
March 15, 2025	Latest date for stockholders to submit proposals or director nominations for the 2025 Annual Meeting (outside of Rule 14a-8).
April 14, 2025	Deadline for shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act to provide notice that sets forth the information required by Rule 14a-19.
June 13, 2025	First anniversary of the 2024 Annual Meeting of Stockholders.

Keywords

Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Officer Exculpation, Corporate Governance, Stockholders, Clear Secure, Board of Directors

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