Clear Secure (YOU) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Company focuses on secure identity solutions, with a broad product suite for travel and digital security, and a growing B2B platform.

• Board and management emphasize trust, responsible business practices, and long-term value creation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for one-year terms, (2) ratification of Ernst & Young LLP as independent auditor for 2025, and (3) advisory say-on-pay vote for executive compensation.

• Plurality required for director election; majority for auditor ratification and say-on-pay.

• Abstentions and broker non-votes have no effect on director elections; abstentions count as negative votes for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

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

• Annual election of directors; robust self-assessment and nomination criteria to ensure diversity and relevant expertise.

• Lead independent director role established; independent committees for audit, compensation, and governance.

• Board met six times in 2024; all directors attended at least 75% of meetings.

• Code of Conduct and Ethics and insider trading policy in place; no hedging or pledging of company securities allowed.

• Stock ownership guidelines require directors to hold stock worth at least 5x annual cash retainer.