Clear Secure (YOU) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, with voting on key governance and compensation matters.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, and charter amendments.

• Company operates a dual-class share structure, which will sunset in July 2026, converting all shares to single-vote classes.

• Company emphasizes strong governance, board independence, and robust stock ownership guidelines for directors and executives.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, amendments to remove supermajority vote requirements, and clarification of officer exculpation provisions.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• Board consists of nine members, with seven independent directors and three female directors.

• Annual election of directors for one-year terms; board and committee self-assessments conducted annually.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all fully independent.

• Lead independent director role established with defined responsibilities.

• Board diversity in skills, experience, and background is prioritized.