CLEAR SECURE INC CLASS A (YOU)
Sector: Information Technology
2026 Annual Meeting Analysis
CLEAR SECURE INC CLASS A · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and founder with deep company knowledge; stock has returned 133.9% over three years, outperforming the XLK technology ETF benchmark by 15.2 percentage points, well below the 65-point threshold that would trigger a negative vote; holds one outside public board seat (Home Depot), within policy limits.
President with relevant finance and operations experience; no outside public company board seats; TSR trigger does not apply given strong positive stock performance; no policy flags identified.
Lead independent director with extensive e-commerce and governance experience; holds two outside public company board seats (Oscar Health, retiring June 2026, and Home Depot), which is at the policy limit for a non-executive director but does not exceed it; TSR trigger does not apply.
Independent director with relevant media and sports industry experience; no current public company board seats; TSR trigger does not apply; attendance was at or above the 75% threshold per proxy disclosure.
Independent director with cybersecurity and technology expertise highly relevant to CLEAR's identity platform; joined June 2023 so tenure meaningfully overlaps the measurement period but TSR trigger does not fire given strong positive stock performance; no policy flags.
Audit Committee Chair and CPA with strong financial expertise meeting SEC audit committee financial expert requirements; one outside public board seat (Endava); TSR trigger does not apply; no policy flags.
Joined the board June 5, 2025, which is less than 24 months before the meeting date, making her exempt from the TSR performance trigger under the new-director exemption; brings relevant technology and operational scaling experience.
Joined August 1, 2024, which is less than 24 months before the meeting date, making him exempt from the TSR performance trigger; brings relevant financial services, policy, and healthcare experience; no outside public company board seats.
Compensation Committee Chair with technology and growth experience; no outside public company board seats; TSR trigger does not apply given strong positive stock performance; no policy flags.
All nine director nominees receive a FOR vote. The company's 3-year stock return of 133.9% outperforms the XLK technology ETF by 15.2 percentage points, well short of the 65-point threshold required to trigger a negative vote under the strong-positive-TSR tier. No director is overboarded, attendance is reported at or above 75% for all, and audit committee members include qualified financial experts. Two directors (Levine and Scher) are exempt from the TSR trigger as they joined within the past 24 months.
Say on Pay
✓ FORCEO
Caryn Seidman Becker
Total Comp
$11,563,694
Prior Support
N/A
CEO total compensation of $11.6 million is reasonable for a $7.3 billion technology company and is benchmarked within an appropriate range for her title, sector, and market cap band. The pay structure is appropriately performance-weighted: the majority of compensation consists of variable pay including annual cash incentives tied to bookings and unlevered free cash flow metrics, plus a mix of time-based restricted stock awards and performance stock awards with three-year cumulative cash flow hurdles, with no guaranteed payout below threshold. Pay-for-performance alignment is supported by the stock's strong 3-year return of 133.9%, which outperforms the XLK technology ETF benchmark, and the company maintains a clawback policy meeting post-Dodd-Frank requirements. No policy triggers for a negative vote are present.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,680,000
Non-Audit Fees
$354,000
The non-audit fees (audit-related fees of $354,000) represent approximately 13.2% of core audit fees ($2,680,000), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $7.3 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this absence is noted as a minor negative but does not change the vote. No material restatements are disclosed.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Approval of Charter Amendments to Remove the Supermajority Vote Requirements to Amend the Charter and By-Laws and to Remove Directors
This is a board-proposed charter amendment that removes supermajority vote requirements — specifically the 66 2/3% thresholds for removing directors, amending the charter, and amending the bylaws — and replaces them with a simple majority of outstanding shares standard. Under our policy, the key question is whether the amendment improves governance relative to the current baseline: it clearly does, as supermajority requirements entrench the board and make it harder for shareholders to effect change. This change is particularly timely because the company's dual-class voting structure sunsets in July 2026, at which point the supermajority provisions would have kicked in and locked in a governance structure that would have been difficult for shareholders to undo. Eliminating these provisions before they take effect is a straightforward governance improvement that increases shareholder rights.
Proposal 5
Approval of an Amendment to the Third Amended and Restated Certificate of Incorporation to Clarify the Officer Exculpation Provision
This is a board-proposed amendment to clarify the officer exculpation provision in the charter, aligning it with recent changes to Delaware law that permit corporations to limit personal liability of officers (not just directors) for certain breaches of duty. The policy asks whether the amendment improves or entrenches governance relative to the current baseline: this is a clarifying update that brings the charter into alignment with market-standard Delaware corporate law rather than expanding or restricting shareholder rights in a material way. The proxy indicates this is a technical clarification rather than a substantive expansion of protections, and there are no red flags suggesting the amendment is designed to shield misconduct or reduce accountability in a way that would harm shareholders.
Overall Assessment
This is a straightforward annual meeting ballot for CLEAR Secure with no significant governance concerns. All nine director nominees receive FOR votes given strong 3-year stock outperformance relative to the XLK technology ETF, the Say on Pay vote receives a FOR based on reasonable and well-structured executive pay, the auditor ratification is clean with a very low non-audit fee ratio, and both board-proposed charter amendments represent genuine governance improvements — most notably the removal of supermajority voting thresholds ahead of the July 2026 dual-class voting sunset.