Clear Secure, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: YOU · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 1856314

Clear Secure, Inc. DEF 14A Filing Summary
FieldDetail
CompanyClear Secure, Inc. (YOU)
Form TypeDEF 14A
Filed DateApr 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.00001
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Clear Secure, Executive Compensation, Stock Awards

TL;DR

<b>Clear Secure, Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and stock award information for fiscal years 2021-2023.</b>

AI Summary

Clear Secure, Inc. (YOU) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Clear Secure, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 22, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 85 10th Ave., 9th Floor, New York, NY 10011. The filing includes detailed information regarding stock awards and their fair values for PEO and Non-PEO members across fiscal years 2021, 2022, and 2023. Specific data points relate to deductions for stock awards, year-over-year changes in fair value, and fair value at year-end for outstanding and unvested awards.

Why It Matters

For investors and stakeholders tracking Clear Secure, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including stock awards, which can influence voting decisions on corporate governance matters. The detailed breakdown of stock award valuations and changes over multiple fiscal years offers insights into the company's incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — Clear Secure, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant corporate events.

Analyst Insight

Shareholders should review the executive compensation details and stock award information to understand potential impacts on equity and to inform their voting decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Period covered by the filing)
  • 2024-04-22 — Filing Date (Date the DEF 14A was filed)
  • 2021-2023 — Stock Award Data Years (Fiscal years for which stock award details are provided)

Key Players & Entities

  • Clear Secure, Inc. (company) — Filer of the DEF 14A
  • 85 10th Ave., 9th Floor, New York, NY 10011 (location) — Business and mailing address
  • 2024-04-22 (date) — Filing date of the DEF 14A
  • 2023-12-31 (date) — Fiscal year end
  • 2021-01-01 (date) — Start of reporting period for stock award data
  • 2022-01-01 (date) — Start of reporting period for stock award data
  • 2023-01-01 (date) — Start of reporting period for stock award data

FAQ

When did Clear Secure, Inc. file this DEF 14A?

Clear Secure, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Clear Secure, Inc. (YOU).

Where can I read the original DEF 14A filing from Clear Secure, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Clear Secure, Inc..

What are the key takeaways from Clear Secure, Inc.'s DEF 14A?

Clear Secure, Inc. filed this DEF 14A on April 22, 2024. Key takeaways: Clear Secure, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 22, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 85 10th Ave., 9th Floor, New York, NY 10011..

Is Clear Secure, Inc. a risky investment based on this filing?

Based on this DEF 14A, Clear Secure, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial performance indicators or significant corporate events.

What should investors do after reading Clear Secure, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and stock award information to understand potential impacts on equity and to inform their voting decisions. The overall sentiment from this filing is neutral.

How does Clear Secure, Inc. compare to its industry peers?

Clear Secure, Inc. operates in the services sector, specifically prepackaged software (SIC 7372), and this filing is a standard proxy statement for public companies.

Are there regulatory concerns for Clear Secure, Inc.?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and executive compensation.

Industry Context

Clear Secure, Inc. operates in the services sector, specifically prepackaged software (SIC 7372), and this filing is a standard proxy statement for public companies.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and executive compensation.

What Investors Should Do

  1. Review the executive compensation table for details on salaries, bonuses, and stock awards for key executives.
  2. Analyze the stock award disclosures, including fair value calculations and year-over-year changes, to understand potential equity dilution.
  3. Examine any proposals presented to shareholders for voting, such as director elections or advisory votes on executive compensation.

Key Dates

  • 2024-04-22: Filing of DEF 14A — Provides detailed information on executive compensation and corporate governance for the fiscal year ending 12/31/2023.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the fiscal year ending December 31, 2023, providing updated executive compensation and stock award data compared to previous periods.

Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-04-22 16:55:20

Key Financial Figures

  • $0.00001 — of record of our Class A common stock, $0.00001 par value per share ("Class A Common St

Filing Documents

Executive Compensation Philosophy and Objectives

Executive Compensation Philosophy and Objectives 32 Compensation Setting Process 32 Compensation Elements 35 Benefits 41 REPORT OF THE COMPENSATION COMMITTEE 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 Summary Compensation Table 43 Narrative Disclosure to Summary Compensation Table 44 Grants of Plan-Based Awards 45 Outstanding Equity Awards at Fiscal Year End 47 Stock Vested 49 Potential Payments upon Termination of Employment or Change in Control 49 CEO Pay Ratio 50 Pay Versus Performance 52 Equity Compensation Plan Information 56 PROPOSAL 3 — NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 57 EXECUTIVE OFFICERS 58 DELINQUENT SECTION 16(A) REPORTS 60 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 61 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 65 Second Amended and Restated Operating Agreement of Alclear Holdings, LLC 65 Exchange Agreement 67 Registration Rights Agreement 68 Tax Receivable Agreement 69 Indemnification Agreements 72 Related Party Transactions Policies and Procedures 72 PROPOSAL 4 – APPROVAL OF AN AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED UNDER DELAWARE LAW 74 OTHER MATTERS 76 Stockholder Proposals For 2025 Annual Meeting 76 2023 Form 10-K 77 APPENDIX A – PROPOSED THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION A - 1 - ii - Table of Contents 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 for the fiscal year ended December 31, 2023 (the "2023 Form 10-K") before voting. Voting Items and Board Recommendations PROPOSAL VOTE REQUIREMENT EFFECT OF ABSTENTIONS AND BROKER NON-VOTES BOARD RECOMMENDATION PAGE REF. Proposal 1 Election of directors Plurality of votes cast by stockholders entitled to vote Abstentions and broker non-votes will have no effect FOR 20 Proposal 2 Ratification of the appointment of our independent registered public accounting fi

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