DEF 14A of Clear Secure, Inc., Apr 11, 2025

DEF 14A of Clear Secure, Inc.

Filed Apr 11, 2025 · FY20240001193125-25-079137

Open on EDGAR

  1. Director Nominees

    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-year term 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.”

  2. Director Nominees

    | Director Nominees | | | | Caryn Seidman Becker | Tomago Collins | Marne Levine | | Michael Z. Barkin | Shawn Henry | Peter Scher | | Jeffery H. Boyd | Kathryn A. Hollister | Adam J. Wiener |

  3. Director Compensation

    Director Compensation The following table describes the components of our non-executive directors’ compensation program in effect for the year ended December 31, 2024:

  4. Director Compensation

    | COMPENSATION ELEMENT (1) | COMPENSATION | | Annual Cash Retainer | $35,000 | | One-Time New Director Equity Award (2) | $350,000 | | Annual Equity Retainer (3) | $175,000 | | Independent Lead Director Fee | $30,000 | | Audit Committee Chair Fee | $20,000 | | Compensation Committee Chair Fee | $12,000 | | Nominating and Governance Committee Chair Fee | $8,000 |

  5. Director Compensation

    | (1) A director who is also a Company employee receives no additional compensation for serving as a director. |

  6. Director Compensation

    | (2) 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. |

  7. Director Compensation

    | (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 Clear Secure, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”). |

  8. Director Compensation

    In February 2025, the Company adopted an elective compensation deferral program for our non-executive directors, whereby directors may elect to receive their cash retainer 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. Director Compensation Table The table below summarizes the total compensation paid to or earned for the 2024 fiscal year by each person who served as a non-executive director. Ms. Seidman Becker and Mr. Cornick, as employees of the Company, received no separate compensation for service as directors and therefore are not listed in the table below.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3) | Total ($) | | Michael Z. Barkin | 55,000 | 174,999 | 229,999 | | 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 J. Wiener | 47,000 | 174,999 | 221,999 |

  10. Director Compensation

    | (1) These amounts represent retainer, committee and board fees earned during the fiscal year ended December 31, 2024. The amounts reported do not include any reasonable out-of-pocket expenses incurred in attending meetings for which the Company reimburses each non-executive director. |

  11. Director Compensation

    | (2) This column reflects the grant date fair market value of 9,771 RSUs granted on June 13, 2024 to each non-executive director (other than Mr. Scher), as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. With respect to Mr. Scher, this column reflects the grant date fair value of 16,908 RSUs granted on August 1, 2024, as calculated in accordance with FASB ASC Topic 718. 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. |

  12. Director Compensation

    | (3) For each non-executive director, the aggregate number of RSUs held as of December 31, 2024 is as follows: Michael Z. Barkin, 9,771 RSUs; Jeffery H. Boyd, 9,771 RSUs; Tomago Collins, 9,771 RSUs; Shawn Henry, 19,180 RSUs; Kathryn A. Hollister, 9,771 RSUs; Peter Scher, 16,908 RSUs; and Adam J. Wiener, 9,771 RSUs. |

  13. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS At the recommendation of our Nominating and Corporate Governance Committee, our Board proposes that each of the nine director nominees named below be elected as a director for a term to expire at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast. 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.

  14. Director since June 6, 2021

    Director since June 6, 2021 Committee Memberships: None Other Public Company Directorships: The Home Depot, Inc. (NYSE: HD) Caryn Seidman Becker has served as Chairman and Chief Executive Officer since 2010. Over the past 15 years, she has grown CLEAR into a global, customer-obsessed brand serving 59 airports, over 30 million members and a growing list of B2B partners across the travel, health and sports industries. From day one as Chief Executive Officer, Ms. Seidman Becker has pursued her vision of using identity to create a more frictionless world, with an obsession to deliver amazing customer experience. Today, CLEAR is a trusted brand using their platform across industries from travel to sports to health care. With approximately 4,000 full-time employees across the United States, CLEAR is shaping the future of how we work, live and travel. Prior to CLEAR, from 2002 to 2009, she started and was the Managing Partner of Arience Capital, an over $1 billion value-oriented asset management firm focused on investing in companies across a broad spectrum of industries including consumer, technology, aerospace and defense and turnarounds. Prior to Arience Capital, she served as Managing Director at Iridian Asset Management, an investment advisor firm, and Assistant Vice President at Arnhold and S. Bleichroeder, an investment bank. Ms. Seidman Becker has served as a director of The Home Depot, Inc. (NYSE: HD), a home improvement retailer, since 2022. She previously served as a director of Lemonade, Inc. (NYSE: LMND), an insurance company, from 2018 to 2022, and a director and member of the audit committee of CME Group, Inc. (NASDAQ: CME), a public financial market company, from 2009 to 2012. Ms. Seidman Becker is an active member of the community and sits on the Board of Trustees for the Partnership for New York City and is a Board Member of New York-Presbyterian Hospital, the 9/11 Memorial & Museum and The School for Ethics and Global Leadership. She holds a Bachelor of Science degree in Political Science from the University of Michigan. We believe Ms. Seidman Becker is qualified to serve as a member of our Board because of her experience co-founding, building and leading our business since its relaunch, her insight into corporate matters as our Chief Executive Officer and her extensive leadership background. MICHAEL Z. BARKIN – AGE 47

  15. Director since June 6, 2021

    Director since June 6, 2021 Committee Memberships: None Other Public Company Directorships: None Michael Z. Barkin has served as our President since March 2025, and serves as a member of our Board. Mr. Barkin served as Executive Vice President and Chief Financial Officer from 2013 to 2022 and Vice President of Strategy and Development from 2012 to 2013 of Vail Resorts, Inc. (NYSE: MTN), an American mountain resort company (“Vail Resorts”). Prior to joining Vail Resorts, he was a Principal at KRG Capital Partners, a private equity investment firm (“KRG”), where he was a member of the investment team from 2006 to 2012. At KRG, Mr. Barkin was responsible for managing new acquisitions and had portfolio company oversight across multiple sectors. Prior to KRG, he worked at Bain Capital Partners, a private equity investment firm, and Bain & Company, a strategy and consulting firm. Mr. Barkin has served as the Board Chair of Evolve Vacation Rental Network, Inc., a vacation rental management platform, since 2023. Mr. Barkin currently serves as a Trustee of the Museum of Contemporary Art in Denver. Mr. Barkin holds a Bachelor of Arts degree from Williams College and a Masters in Business Administration from Stanford University. We believe Mr. Barkin is qualified to serve as a member of our Board because of his experience in business model transformation, organizational scaling, risk management, capital allocation and financial planning. JEFFERY H. BOYD – AGE 68

  16. Director since June 6, 2021

    Director since June 6, 2021 Committee Memberships: Nominating and Corporate Governance (Chair) Other Public Company Directorships: Oscar Health, Inc. (NYSE: OSCR), The Home Depot, Inc. (NYSE: HD) Jeffery H. Boyd serves as a member of our Board and is our Lead Independent Director. Mr. Boyd served as Chief Executive Officer and President of Booking Holdings Inc. (NASDAQ: BKNG) (formerly known as The Priceline Group, Inc.), an online travel company (“Booking”), from 2002 to 2013, as Interim Chief Executive Officer from April 2016 to December 2016, as Chairman of the Board from 2016 to 2020 and as a Director from 2001 to 2021. Mr. Boyd also served as Booking’s President and Co-Chief Executive Officer from August 2002 to November 2002, its Chief Operating Officer from 2000 to 2002, and its Executive Vice President, General Counsel and Secretary from January 2000 to October 2000. Mr. Boyd has also served as the chairman of the board of directors of Oscar Health, Inc. (NYSE: OSCR), a health insurance company, since 2021 and a member of the board of directors of The Home Depot, Inc. (NYSE: HD), a home improvement retailer, since 2016, among other director positions. Mr. Boyd holds a Bachelor of Arts degree from St. Lawrence University and a Juris Doctor from Cornell Law School. We believe Mr. Boyd’s extensive experience in health care, e-commerce, sales and digital marketing, as well as his proven leadership, corporate governance and strategic management skills, makes him particularly qualified to serve as a member of our Board. TOMAGO COLLINS – AGE 53

  17. Director since June 29, 2021

    Director since June 29, 2021 Committee Memberships: Audit, Compensation, Nominating and Corporate Governance Other Public Company Directorships: Republic Services Group, Inc. (NYSE: RSG) Tomago Collins serves as a member of our Board. Mr. Collins previously served as the Executive Vice President of Communications and Business Development at Kroenke Sports & Entertainment from 2020 to April 2024 and prior to that, served as Kroenke Sports & Entertainment’s Vice President of Communications from 2010 to 2020. Mr. Collins brings more than 30 years’ experience in the sports, entertainment, media and real estate investment industries. Mr. Collins worked in the Kroenke organization from 2003 to 2024, serving in various senior and advisory roles with sports teams (including the Los Angeles Rams, Arsenal Football Club and Denver Nuggets), sports and entertainment venues (including Ball Arena, SoFi Stadium and Emirates Stadium) and with print, broadcast and digital ventures (including Altitude Sports & Entertainment). Mr. Collins has served on the board of Republic Services Group, Inc. (NYSE: RSG) since 2013, and previously served on the board of Four Seasons Hotels and Resorts from 2021 to 2024, Williams Rowland Acquisition Corp. (NYSE: WRAC) from 2021 to 2023, Arctos NorthStar Acquisition Corp. (NYSE: ANAC) from 2021 to 2023, and AutoNation, Inc. from 2014 to 2019. He also serves as a board member for the Global Down Syndrome Foundation since 2013 and is a member of the Yale School of Public Health Leadership Council since 2021. Mr. Collins holds a Bachelor of Arts from Yale University. We believe Mr. Collins is qualified to serve on our Board because of his experience in the sports, media and entertainment industries, as well as his experience serving on other public company boards. SHAWN HENRY – AGE 63 Committee Memberships: Audit Other Public Company Directorships: ShoulderUp Technology Acquisition Corp. (NYSE: SUAC) Shawn Henry serves as a member of our Board. Mr. Henry was an early employee of, and has served as Executive Advisor to the CEO of CrowdStrike Holdings, Inc. (NASDAQ: CRWD), an American cybersecurity technology company, since March 2025, and also previously served as Chief Security Officer from 2012 to March 2025 and President of CrowdStrike Services from 2012 to 2022. Mr. Henry served for 24 years as an FBI special agent, rising through the executive ranks. Prior to joining CrowdStrike, he oversaw half of the FBI’s investigative operations as Executive Assistant Director, including all FBI criminal and cyber investigations worldwide, international operations, and the FBI’s critical incident response to major investigations and disasters, from 2010 to 2012. Mr. Henry also managed computer crime investigations spanning the globe, established the National Cyber Investigative Joint Task Force, and received the Presidential Rank Award for Meritorious Executive for his leadership in enhancing the FBI’s cyber capabilities. Mr. Henry has served as a director of ShoulderUp Technology Acquisition Corp. (NYSE: SUAC) since 2019, and now serves as Chairman of the Board. He holds a B.B.A. from Hofstra University, an M.S. in Criminal Justice Administration from Virginia Commonwealth University, and is a graduate of the Homeland Security Executive Leadership Program of the Naval Postgraduate School. We believe Mr. Henry is qualified to serve on our Board because of his extensive experience in security and technology, as well as his proven leadership and strategic management skills. KATHRYN A. HOLLISTER – AGE 65

  18. Director since June 29, 2021

    Director since June 29, 2021 Committee Memberships: Audit (Chair), Compensation Other Public Company Directorships: Endava PLC (NYSE: DAVA) Kathryn A. Hollister serves as a member of our Board. Ms. Hollister served as the Chief Strategy Officer of Deloitte’s global tax and legal practice of 45,000 professionals from 2015 until 2019. Ms. Hollister worked at Deloitte from 1984 until 2020 in a variety of leadership roles, including Partner and Managing Partner of the U.S. business tax service line, and served both public and private clients. Ms. Hollister has served as director of Endava PLC (NYSE: DAVA), a global provider of technology services, since 2022, serving as a member of the Nominations Committee and Remunerations Committee (since 2022), member of the Audit Committee (since February 2025) and Chair for the Remunerations Committee since October 2023. She previously served as a director of First Solar, Inc. (NASDAQ: FSLR) from 2021 to 2022. Ms. Hollister also previously served as a member of the US board of directors of Deloitte LLP from 2008 to 2015, and a member of the global board of directors of Deloitte Touche Tohmatsu from 2010 to 2015. In the community, Ms. Hollister has served multiple academic and charitable organizations, including her current service on the Board of Trustees of Duke University, and the Boards of Directors of UC Health Foundation and UC Health LLC. A licensed/inactive lawyer, and a certified public accountant (non-practicing), in Ohio, Ms. Hollister holds a Bachelor of Arts degree from Duke University and a Juris Doctor from the University of Cincinnati College of Law. We believe Ms. Hollister is qualified to serve as a member of our Board because of her experience in executive leadership, overseeing risk management, executive compensation and succession, financial governance and regulatory issues. MARNE LEVINE – AGE 54

  19. Director Nominee

    Director Nominee Other Public Company Directorships: Chegg, Inc. (NYSE: CHGG) Marne Levine is a director nominee. Ms. Levine served as the Chief Business Officer at Meta Platforms, Inc. (NASDAQ: META), a social media company (“Meta”), from 2021 to 2023, and as the Vice President of Global Partnerships, Business and Corporate Development from 2019 to 2021. Prior to that, Ms. Levine served as Chief Operating Officer of Instagram from 2014 to 2019, where she was responsible for helping to scale the company’s business and operations globally and turn Instagram from a beloved app into a thriving business. She joined Meta in 2010 as Meta’s first Vice President of Global Policy, a position she held for four years. Prior to Meta, Ms. Levine served in the Obama Administration as Chief of Staff of the National Economic Council (NEC) at the White House and Special Assistant to the President for Economic Policy. From 2007 to 2009, Ms. Levine was Head of Product Management for Revolution Money, an early-stage start-up working on person-to-person online money transfers, which was ultimately sold to American Express. Prior to this, she served as Chief of Staff to Larry Summers, then President of Harvard University from 2001 to 2003. Ms. Levine began her career in 1993 at the United States Department of Treasury under President Bill Clinton where she held several leadership positions. Ms. Levine has served as a member of the board of directors of Chegg, Inc. (NYSE: CHGG), an American education technology company, since 2013 and Everview Partners, L.P., a private investment firm, since 2025. She also serves on the board of directors of several nonprofit organizations including Results for America, the Sandberg Goldberg Bernthal Family Foundation, and the Rock and Roll Hall of Fame. She holds a Bachelor of Arts in political science and communications from Miami University and an M.B.A. from Harvard Business School. In light of Ms. Levine’s extensive experience in executive leadership, organizational scaling, and service on other public company boards, our Board has concluded that Marne Levine should be elected to serve as a director of the Company. PETER SCHER – AGE 63

  20. Director since August 1, 2024

    Director since August 1, 2024 Committee Memberships: Nominating and Corporate Governance Other Public Company Directorships: None Peter Scher serves as a member of our Board. Since 2021, Mr. Scher has served as the Vice Chairman of JPMorganChase (NYSE: JPM), a global finance company, and, from 2018 to 2024, he served as a member of the firm’s Operating Committee. Mr. Scher has held a number of key leadership roles at JPMorganChase, including as the Head of Global Government Relations from 2008 to 2011, Global Head of Corporate Responsibility from 2011 to 2021, and Chairman of the Mid-Atlantic Region from 2015 to 2021. He leads several business functions, including Morgan Health, a business unit focused on investing in and improving the delivery of employer based health care; cross-business leadership teams in all U.S. markets; and the JP Morgan International Council. Prior to joining JPMorganChase, Mr. Scher was a Partner, Chair of the Government and Global Trade Practice and Head of the Washington office of Mayer Brown, a global law firm, from 2000 to 2008. He was nominated by President Bill Clinton and confirmed by the U.S. Senate as U.S. Special Trade Ambassador, a position he held from 1997 to 2000, following senior roles in the U.S. Government. He was a founder, and served as the Chairman of the Board, of the Greater Washington Partnership, an alliance of business and civic leaders, and is a member of the Board of Directors of Centivo, a healthcare company. Mr. Scher holds a Bachelor’s Degree in Political Science from American University and a Juris Doctor from American University’s Washington College of Law. In light of Mr. Scher’s management positions and experience in business strategy, community impact and policy, as well as his experience in financial services, healthcare and business leadership generally, our Board has concluded that Peter Scher should be elected to serve as a director of the Company. ADAM J. WIENER – AGE 46

  21. Relationship Between Pay and Performance

    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” and variable 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. 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 February 2024, as described under “Compensation Elements” below, and completed the transition of the remaining eligible members of senior management in February 2025.

  22. Executive Compensation-Related Policies and Practices

    | • | 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. |

  23. Executive Compensation-Related Policies and Practices

    | • | 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. |

  24. Executive Compensation-Related Policies and Practices

    | • | 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. |

  25. Executive Compensation-Related Policies and Practices

    | • | “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. |

  26. Executive Compensation-Related Policies and Practices

    | • | 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”) on payments or benefits contingent upon a change in control of the Company. |

  27. Executive Compensation Philosophy and Objectives

    | • | Long-Term Value Creation: Equity incentives and executive stock ownership requirements ensure a focus on sustained growth and foster an ownership mentality |

  28. Executive Compensation Philosophy and Objectives

    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.

  29. Compensation Setting Process

    | • | the review, analysis, and updating/confirmation of our compensation peer group; |

  30. Compensation Setting Process

    | • | 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; |

  31. Compensation Setting Process

    | • | assisting with reviewing and developing incentive programs; |

  32. Compensation Setting Process

    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 ClearBridge Compensation Group LLC satisfies the independence requirements of the NYSE rules. In addition, the Compensation Committee believes that the independent compensation consultant’s work did not raise any conflicts of interest during the fiscal year 2024. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence. 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:

  33. Compensation Setting Process

    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.

  34. Compensation Elements

    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 performance through 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. Seidman Becker and Haaland and Messrs. McLaughlin and Schlegel were as follows: $550,000, $550,000, $500,000 and $525,000, respectively. These amounts reflect an adjustment made to the base salary for our EVP, Aviation at the beginning of the 2024 in connection with an overall review of his compensation and recognition of his strong performance and increased responsibilities. 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. Under the Annual Incentive Plan (“AIP”) for 2024, eligible members of management were provided an opportunity to earn an 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) un-levered free cash flow less equity-based compensation expense (“ULFCF”). The bookings component is generally total company bookings (“Total Bookings”), which represent our total revenue plus the change in deferred revenue during the period. We define Total Bookings in any particular period to reflect sales to new and renewing CLEAR Plus subscribers plus any accrued billings to partners. Because Mr. McLaughlin is primarily focused on the aviation business unit, his bookings goal was tied to the gross bookings of the aviation business unit (“Aviation Bookings”), coupled with a total company ULFCF goal consistent with other NEOs, creating a balance of business unit and total company focus. Aviation Bookings and/or Total Bookings, as applicable, are referred to herein as “Bookings.” The Compensation Committee and management believe that Bookings is an important measure of the current health and growth of the business and views it as a leading indicator of performance. For the 2024 AIP, we introduced as a financial metric ULFCF, which is defined as Free Cash Flow without the impact of any interest expense or interest income, reduced by non-cash equity-based compensation expense. The Compensation Committee and management believe that given the upfront subscription nature of our business, ULFCF is a meaningful indicator of the margin structure of the business. 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 Mr. McLaughlin to 80% of salary for fiscal year 2024. 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 Compensation Committee, prior to consideration of the stretch bonus opportunity described under “ULFCF Stretch Bonus Opportunity” below.

  35. Compensation Elements

    | Name(1) | 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 | | Caryn Seidman Becker | $550,000 | 100% | 92.2% | $507,317 | | Kenneth Cornick | $500,000 | 90% | 92.2% | $415,078 | | Lynn Haaland(2) | $550,000 | 40% | 100.0% | $220,000 | | Kyle McLaughlin | $500,000 | 80% | 94.1% | $376,546 | | Jonathan Schlegel(3) | $525,000 | 40% | 92.2% | $56,629 |

  36. Compensation Elements

    | (1) In addition to the AIP, the Compensation Committee may consider payment of additional bonuses from time to time, such as the sign-on bonuses paid to newly hired executives in 2024. See the Summary Compensation Table for more information. |

  37. Compensation Elements

    | (2) Pursuant to the terms of her offer letter, Ms. Haaland’s payout is guaranteed at 100% of target for the 2024 fiscal year. |

  38. Compensation Elements

    | (3) Mr. Schlegel’s 2024 AIP actual amounts reflect his target incentive of 40% of salary applied to his annual base salary prorated for approximately 3.5 months of service. |

  39. Compensation Elements

    Financial Component: For the fiscal year ended December 31, 2024, the AIP financial performance objectives consisted of rigorous Bookings and ULFCF targets, each weighted at 50% of the overall financial component, with potential payouts under this component ranging from 0-150% of target (with 50% payout at threshold performance level and no payout below threshold performance level). To the extent that performance for ULFCF was below the threshold performance level, there would be no annual incentive payout (regardless of Bookings or individual performance). 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. Based on the performance against these pre-determined financial performance 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 Mr. McLaughlin who was tied to our aviation business unit and total company goals. The Compensation Committee determines the actual payout made to each NEO based on a combination of the financial payout result and individual performance described under “Individual Component” below. See table below for specific achievement against each of the financial metrics.

  40. Compensation Elements

    | Financial Metrics (Weighting) | 2024 Fiscal Year Financial Achievement | 2024 Fiscal Year Payout Results | | Total Bookings (50%)(1) | 86.6% of target | 60.6% of target | | ULFCF (50%) | 104.1% of target | 104.4% of target |

  41. Compensation Elements

    | (1) For Mr. McLaughlin, whose Bookings component was based on Aviation Bookings, payout results for this component were 66.0% of target based upon 89.0% financial achievement. |

  42. Compensation Elements

    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% of target. 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-year plan 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 $421,500 in the aggregate for possible allocation among members of the senior management team. Ms. Seidman Becker received approximately $105,000 in recognition of her significant contributions during the year in driving ULFCF. In addition, Mr. McLaughlin received approximately $30,000 and Mr. Schlegel received approximately $15,000. 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. Caryn Seidman Becker and Mr. Kenneth Cornick (the “Co-Founders”), were granted PSUs at the time of our IPO (the “Founder PSUs”) contingent on our meeting stock price performance targets, as described further in “Executive Compensation—Outstanding Equity Awards at Fiscal Year End.” 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 “burn rate”), 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 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 February 2024, and completed the transition of the remaining eligible members of senior management in February 2025. As part of this review, the Compensation Committee elected to start providing annual equity incentives to our Co-Founders in 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-Founders and 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.

  43. Compensation Elements

    The grants approved by the Compensation Committee for the Co-Founders were time-based RSU grants for Ms. Seidman Becker and Mr. Cornick with grant date values of $5,000,000 and $3,750,000, respectively. These time-based RSU awards will vest ratably in equal tranches on the first three anniversaries of the date of grant. In determining the type of long-term incentives to grant, the Compensation Committee, in consultation with their independent compensation consultant, reviewed the annualized target value of the Founder PSUs, the rigor of the Founder PSU goals (i.e., goals have not yet been met, and therefore continue to provide meaningful incentives with the possibility of meeting the goals through the first half of 2026), long-term incentive mix for other CLEAR executives who are shifting to an annual program (i.e., a combination of time-vested RSUs and PSUs), and peer long-term incentive practices. As a result of this assessment, the Compensation Committee determined that the Founder PSUs continue to provide significant performance incentives, and therefore the 2024 annual grants to the Co-Founders would be time-based RSUs to provide a mix of long-term incentive opportunities. See below under “Executive Compensation—Founder PSUs” for more information. As part of the new annual grant program, annual awards were also granted to each of Mr. McLaughlin and Ms. Haaland (following her appointment but vesting on the same schedule as our 2024 annual grants), consisting of a combination of time-based RSUs (vesting annually over three years following March 1, 2024) and PSUs (eligible for cliff vesting on March 1, 2027, subject to achievement during a three-year performance period ending December 31, 2026, with payout between 0% and 150% of target). The target values for Mr. McLaughlin and Ms. Haaland were $600,000 and $2,000,000, respectively. Other 2024 Fiscal Year Grants In February 2024, the Compensation Committee also approved a one-time promotion grant to Mr. McLaughlin with a target value of approximately $400,000, consisting of 50% time-based RSUs and 50% PSUs with the same terms as his annual grant. Ms. Haaland joined the Company in July 2024 and, in addition to her annual grant, received a one-time make-whole award (consisting of RSUs) to replace compensation forfeited at her prior employer, with a total target value of $2.45 million, which will vest ratably in equal installments on each of the first three anniversaries of grant.

  44. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned for the fiscal years ended December 31, 2024, 2023 and 2022, by our NEOs.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Nonequity Incentive Plan Compensation ($)(2) | All Other Compensation(3) | Total ($) | | Caryn Seidman Becker | 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 | | Lynn Haaland(4)(5) | 2024 | 264,305 | 275,000(6) | 4,449,975 | 220,000 | 2,000 | 5,211,281 | | General Counsel and Chief Privacy Officer | | | | | | | | | Kyle McLaughlin(4) | 2024 | 500,000 | — | 999,999 | 406,546 | 2,000 | 1,908,545 | | Executive Vice President, Aviation | | | | | | | | | Jonathan Schlegel(4)(5) | 2024 | 153,125 | 225,000(7) | — | 71,629 | 25,328(7) | 475,082 | | Chief Security Officer | | | | | | | | | Kenneth Cornick | 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 | | Richard N. Patterson, Jr. | 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 |

  46. Summary Compensation Table

    | (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: $1,499,988 for Ms. Haaland; $749,999 for Mr. McLaughlin; and $1,499,999 for Mr. Moshkani. |

  47. Summary Compensation Table

    | (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. |

  48. Summary Compensation Table

    | (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 $10,000. |

  49. Summary Compensation Table

    | (4) The executive was not a named executive officer for 2023 or 2022 and so compensation for those years is not included. |

  50. Summary Compensation Table

    | (5) Amounts in this table reflect the portion of the fiscal year in which the executive was employed. |

  51. Summary Compensation Table

    | (6) Reflects monthly bonus payments pursuant to Ms. Haaland’s offer letter described below. |

  52. Summary Compensation Table

    | (7) For Mr. Schlegel, pursuant to his offer letter described below, the “Bonus” column reflects monthly bonus payments, and the “All Other Compensation” column includes a one-time payment of $25,000 to assist with his relocation expenses to New York. |

  53. Summary Compensation Table

    | (8) On February 23, 2024, Mr. Patterson informed the Company of his intention to resign to pursue other opportunities. In order to retain Mr. Patterson while the Company searched for his successor, the Company provided Mr. Patterson with additional compensation totaling $150,000 contingent upon his remaining employed and other contingencies. Mr. Patterson remained with us until September 2024. |

  54. Grants of Plan-Based Awards

    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 December 31, 2024 to each NEO.

  55. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive 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 (#) | | | | Caryn Seidman Becker | (3) | $275,000 | $550,000 | $907,500 | | | | | | | | 2/29/24(4) | | | | | | | 259,740 | $4,999,995 | | Kenneth Cornick | (3) | $225,000 | $450,000 | $742,500 | | | | | | | | 2/29/24(4) | | | | | | | 194,805 | $3,749,996 | | Lynn Haaland | (3) | $110,000 | $220,000 | $363,000 | | | | | | | | 7/8/24(4) | | | | | | | 53,050 | $999,993 | | | 7/8/24(5) | | | | 26,525 | 53,050 | 79,575 | | $999,993 | | | 8/1/24(6) | | | | | | | 118,357 | $2,449,990 | | Kyle McLaughlin | (3) | $200,000 | $400,000 | $660,000 | | | | | | | | 2/29/24(4) | | | | | | | 15,584 | $299,992 | | | 2/29/24(7) | | | | 7,792 | 15,584 | 23,376 | | $299,992 | | | 2/29/24(4) | | | | | | | 10,390 | $200,008 | | | 2/29/24(8) | | | | 5,195 | 10,390 | 15,585 | | $200,008 | | Jonathan Schlegel | (3) | $30,696 | $61,393 | $101,298 | | | | | | | Kasra Moshkani | (3) | $220,000 | $440,000 | $726,000 | | | | | | | | 2/29/24(4) | | | | | | | 51,948 | $999,999 | | | 2/29/24(9) | | | | 25,974 | 51,948 | 77,922 | | $999,999 | | | 2/29/24(4) | | | | | | | 25,974 | $500,000 | | Richard N. Patterson, Jr. | (3) | $60,000 | $120,000 | $198,000 | | | | | |

  56. Grants of Plan-Based Awards

    | (1) The grant date is presented in accordance with Topic 718 where applicable. |

  57. Grants of Plan-Based Awards

    | (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. |

  58. Grants of Plan-Based Awards

    | (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-Equity Incentive 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-set goal 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 & |

  59. Grants of Plan-Based Awards

    | Analysis. The resulting available maximum funding in total (and for any individual) was $421,500. The actual individual allocations, where applicable, are included in the Non-Equity Incentive Plan column of the Summary Compensation Table and described in the Compensation Discussion & Analysis above. |

  60. Grants of Plan-Based Awards

    | (4) This row reflects the number of RSUs awarded in fiscal year 2024. This grant of RSUs vests in three equal installments on March 1, 2025, 2026 and 2027, subject to continued employment requirements. |

  61. Grants of Plan-Based Awards

    | (5) This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to Ms. Haaland, up to 79,575 PSUs would vest on March 1, 2027, subject to the certification of the achievement against pre-determined performance goals measured as of December 31, 2026, subject to continued employment requirements. |

  62. Grants of Plan-Based Awards

    | (6) This row reflects the number of RSUs awarded in fiscal year 2024. This grant of RSUs to Ms. Haaland vests in three equal installments on August 1, 2025, 2026 and 2027, subject to continued employment requirements. |

  63. Grants of Plan-Based Awards

    | (7) This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to Mr. McLaughlin, up to 23,376 PSUs would vest on March 1, 2027, subject to the certification of the achievement against pre-determined performance goals measured as of December 31, 2026, subject to continued employment requirements. |

  64. Grants of Plan-Based Awards

    | (8) This row reflects the threshold, target and maximum number of PSUs awarded in fiscal year 2024. With respect to Mr. McLaughlin, up to 15,585 PSUs would vest on March 1, 2027, subject to the certification of the achievement against pre-determined performance goals measured as of December 31, 2026, subject to continued employment requirements. |

  65. Grants of Plan-Based Awards

    | (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 March 1, 2027, subject to the certification of the achievement against pre-determined performance goals measured as of December 31, 2026, subject to continued employment requirements. All of Mr. Moshkani’s equity awards were forfeited upon his departure from the Company. |

  66. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following tables provide information about the outstanding equity awards held by our NEOs as of December 31, 2024.

  67. Outstanding Equity Awards at Fiscal Year End

    | Name | 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) | | Caryn Seidman Becker | PSUs(2) | | | 2,405,831 | 64,091,337 | | | RSUs(3) | 259,740 | 6,919,473 | | | | Kenneth Cornick | PSUs(2) | | | 1,802,786 | 48,026,219 | | | RSUs(3) | 194,805 | 5,189,605 | | | | Lynn Haaland | RSUs(4) | 171,407 | 4,566,282 | | | | | PSUs(5) | | | 53,050 | 1,413,252 | | Kyle McLaughlin | RSUs(6) | 50,815 | 1,353,711 | | | | | PSUs(7) | | | 49,824 | 1,327,311 | | Jonathan Schlegel | — | — | — | — | — |

  68. Outstanding Equity Awards at Fiscal Year End

    | (1) Calculated using the closing price of Class A Common Stock on the NYSE on December 31, 2024 of $26.64 per share. Messrs. Moshkani and Patterson are not included because they departed in September 2024 and did not hold outstanding equity awards at fiscal year-end. |

  69. Outstanding Equity Awards at Fiscal Year End

    | (2) Represents the one-time grant 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. |

  70. Outstanding Equity Awards at Fiscal Year End

    | (3) Reflects an award of RSUs that vests annually over three years on March 1, 2025, 2026 and 2027. |

  71. Outstanding Equity Awards at Fiscal Year End

    | (4) Reflects (i) an award of 53,050 RSUs that vests annually over three years from on March 1, 2025, 2026 and 2027 and (ii) an award of 118,357 RSUs that vests annually over three years from on August 1, 2025, 2026 and 2027. |

  72. Outstanding Equity Awards at Fiscal Year End

    | (5) Reflects the target value of an award of PSUs that cliff vest on March 1, 2027, subject to the achievement of pre-approved financial metrics (which may result in payouts between 0% and 150% of target) over a three year performance period ending on December 31, 2026. |

  73. Outstanding Equity Awards at Fiscal Year End

    | (6) Reflects (i) an award of 6,458 (from an original award of 12,916) RSUs that vest on May 2, 2025, (ii) an award of 18,383 (from an original award of 27,574) RSUs that vest in equal installments on September 1, 2025 and 2026, (iii) an award of 15,584 RSUs that vests annually over three years on March 1, 2025, 2026 and 2027 and (iv) an award of 10,390 RSUs that vests annually over three years on March 1, 2025, 2026 and 2027. |

  74. Outstanding Equity Awards at Fiscal Year End

    | (7) Reflects (i) the target value (which is the maximum) of an award of 12,361 PSUs that cliff vest on May 1, 2026 subject to the achievement of pre-approved financial metrics over a three year performance period ending on December 31, 2025, (ii) the target value of an award of 11,489 PSUs that cliff vest on September 1, 2026 subject to the achievement of pre-approved financial metrics over a three year performance period ending on December 31, 2025, (iii) the target value of an award of 15,584 PSUs that cliff vest on March 1, 2027 subject to the achievement of pre-approved financial metrics (which may result in payouts between 0% and 150% of target) over a three year performance period ending on December 31, 2026, and (iv) the target value of an award of 10,390 PSUs that cliff vest on March 1, 2027 subject to the achievement of pre-approved financial metrics (which may result in payouts between 0% and 150% of target) over a three year performance period ending on December 31, 2026. Excludes PSUs granted to Mr. McLaughlin in September 2023 with a performance period that ended on December 31, 2024, which were forfeited due to not meeting the performance conditions. |

  75. Outstanding Equity Awards at Fiscal Year End

    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 $31. The Founder PSUs were granted under the 2021 Omnibus Incentive Plan based on the following terms:

  76. Outstanding Equity Awards at Fiscal Year End

    | • | 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 period ending within the applicable measurement period as follows (and each price hurdle may be met only once): |

  77. Outstanding Equity Awards at Fiscal Year End

    | Price Hurdle (Multiple of IPO Price) | 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 |

  78. Outstanding Equity Awards at Fiscal Year End

    | • | As of the fifth anniversary of the closing of our IPO, if the 180-day VWAP stock price falls between two price hurdles, then additional Founder PSUs will vest on a pro-rated basis based on straight-line interpolation between the two price hurdles. Any remaining unearned Founder PSUs will be forfeited. |

  79. Outstanding Equity Awards at Fiscal Year End

    | • | Upon an involuntary termination without cause or resignation for good reason, or death or disability, or if a Co-Founder’s executive role ends but the Co-Founder remains on 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 cessation of 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 basis based on straight-line interpolation between the two price hurdles. |

  80. Outstanding Equity Awards at Fiscal Year End

    No Hedging or Pledging of Company Stock. Directors, executive officers and employees, including their designees, are prohibited from purchasing any financial instruments (including 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-public information for the purpose of affecting the value of executive compensation.

  81. Stock Vested

    Stock Vested The table below shows RSUs that vested during fiscal year 2024.

  82. Stock Vested

    | Name | 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 |

  83. Stock Vested

    | (1) Calculated using the closing price of Class A Common Stock on the NYSE on the applicable vesting date. |

  84. Potential Payments upon Termination of Employment or Change in Control

    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 September 2024 and whose final actual 2024 compensation is set forth above in the Summary Compensation Table). In calculating these amounts, we have taken into consideration or otherwise assumed the following:

  85. Potential Payments upon Termination of Employment or Change in Control

    | • | Termination of employment and/or change in control occurred after the close of business on December 31, 2024. |

  86. Potential Payments upon Termination of Employment or Change in Control

    | • | 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 $26.64 on the NYSE on December 31, 2024, the last trading day of fiscal year 2024. |

  87. Potential Payments upon Termination of Employment or Change in Control

    | • | 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. |

  88. Potential Payments upon Termination of Employment or Change in Control

    | • | 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. |

  89. Potential Payments upon Termination of Employment or Change in Control

    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 Ms. Haaland’s and Mr. Schlegel’s offer letters provide them with severance equal to three months of their annual base salary, which is a value at December 31, 2024 of approximately $137,500 and $131,250, respectively. In the event of termination of employment due to death, all unvested RSUs of Mses. Seidman Becker and Haaland and Messrs. Cornick, McLaughlin and Schlegel (other than 6,458 RSUs granted to Mr. McLaughlin in May 2022) would vest immediately, and a prorated number of PSUs (excluding the Founder Awards) at target based on time served, unless the performance of the PSUs is determinable at the time of termination, of our NEOs would vest. In the event of such an occurrence on December 31, 2024 (based on a stock price of $26.64 per share), Mses. Seidman Becker and Haaland and Messrs. Cornick, McLaughlin and Schlegel would have been entitled to vesting of equity awards with a value of: $6,919,473, $5,037,366, $5,189,605, and $1,731,292, and $0, respectively. 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 December 31, 2024 (based on a stock price of $26.64 per share), Mses. Seidman Becker and Haaland and Messrs. Cornick, McLaughlin and Schlegel would have been entitled to vesting of equity awards with a value of: $6,919,473, $5,979,534, $5,189,605, $2,681,022 and $0, respectively.

  90. CEO Pay Ratio

    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. Caryn Seidman Becker, our Chairman and Chief Executive Officer as of December 31, 2024, as required by the SEC’s pay ratio disclosure rules. To identify our median employee, we first determined our employee population as of December 31, 2024. We included 4,725 employees (excluding Ms. Seidman Becker) located in the U.S., representing all full-time, part-time, seasonal and temporary employees employed in the U.S. by the Company on that date. We excluded 5 Argentina-based employees from our employee population, which represented all of our non-U.S. employees as of December 31, 2024, as they collectively constituted less than 5% of our total employees. To determine the median employee, we measured each employee’s annual compensation using our payroll records, which included base salary, overtime payments, short and long-term incentives, and sales incentives. Compensation for full-time employees who were employed for less than the full fiscal year (i.e., full-time employees who were hired during the course of the 2024 fiscal year) was annualized. 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 $6,162,657 and the median employee, a full-time Ambassador, had annual total compensation of $37,293. The resulting ratio was 165:1. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio provided above may not be comparable to the pay ratio reported by other companies, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.

  91. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and by SEC disclosure rules, we are providing the following information about the relationship between executive compensation and certain financial performance of the Company. The following table sets forth information with respect to the alignment between the Company’s executive compensation and its financial performance.

  92. Pay Versus Performance

    | 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 $100 Investment Based on: | | Net Income (Loss) | Unlevered Free Cash Flow (4) | | | | | | | Company TSR | Peer Group TSR (3) | | | | 2024 | $6,162,675 | ($394,391) | $2,625,858 | $1,470,510 | $72 | $110 | $225,274,000 | $215,820,000 | | 2023 | $1,196,745 | ($11,353,672) | $2,092,595 | ($1,584,648) | $54 | $88 | $49,888,000 | $117,567,000 | | 2022 | $671,278 | ($8,029,810) | $1,609,024 | ($582,839) | $69 | $63 | ($115,436,000) | $75,013,000 | | 2021 | $40,341,012 | $59,745,791 | $24,580,335 | $30,194,630 | $78 | $97 | ($115,171,000) | $10,211,000 |

  93. Pay Versus Performance

    | (1) The PEO was Caryn Seidman Becker for all years in the table. The other NEOs were Kenneth Cornick (all years), Lynn Haaland (2024), Kyle McLaughlin (2024), Jonathan Schlegel (2024), Richard N. Patterson, Jr. (2022, 2023 and 2024), Matthew Levine (2022 and 2023), Kasra Moshkani (2022, 2023 and 2024), Sam Hall (2021 and 2022) and Jonathan Feldman (2023). Information prior to 2021 is not included because we were not a public reporting company until June 2021. |

  94. Pay Versus Performance

    | (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. |

  95. Pay Versus Performance

    | 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) | ($394,391) | $1,470,510 |

  96. Pay Versus Performance

    | * Amounts presented are averages for the entire group of other NEOs. |

  97. Pay Versus Performance

    | (3) The Peer Group TSR represents the published S&P Software & Services Select Industry Index used by the Company for the performance graph required by Regulation S-K Item 201(e) in the 2024 Form 10-K. |

  98. Pay Versus Performance

    | (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. |

  99. Pay Versus Performance

    Performance Measures For the fiscal year 2024, the most important performance measures the Company used to link compensation actually paid to its NEOs and company performance were:

  100. Pay Versus Performance

    | Total Stockholder Return | Unlevered Free Cash Flow | Total Bookings |

  101. Pay Versus Performance

    Relationship Between Pay and Performance The following reflect the relationships between (i) the Company’s compensation actually paid (“CAP”) to our PEO and the average of CAP to our Other NEOs in fiscal years 2021, 2022, 2023 and 2024 (ii) our cumulative TSR and our peer group TSR during the period from June 30, 2021 through December 31, 2024, assuming an investment of $100 as of market close on June 30, 2021, and (iii) our net income and Unlevered Free Cash Flow for the fiscal years 2021, 2022, 2023 and 2024. Table above reflects TSR at each point in time, actual TSR between the periods fluctuates.