Clear Secure, Inc.YOU
Clear Secure, Inc. Stock Compensation Disclosure
Incentive Plans
2021 Omnibus Incentive Plan
The Clear Secure, Inc 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”) became effective on June 29, 2021 to provide grants of equity-based awards to the employees, consultants, and directors of the Company and its affiliates. The 2021 Omnibus Incentive Plan authorized the issuance of up to 20,000,000 shares of Class A Common Stock as of the date of the Reorganization. The 2021 Omnibus Incentive Plan authorized the issuance of shares pursuant to the grant, settlement or exercise of RSUs, RSAs, stock options and other share-based awards. Beginning with the first business day of each calendar year beginning in 2022 through 2031, the number of shares available will increase in an amount up to 5% of the total number of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock) as of the last day of the immediately preceding year or a lesser amount approved by the Board or its compensation committee, so long as the total share reserve available for future awards at the time is not more than 12% of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock). For fiscal year 2025, the Compensation Committee of the Board approved no increase in the 2021 Omnibus Incentive Plan, which such increase would have been effective on the first business day of 2025.
Restricted Stock Units
The RSUs are subject to both service-based and, in some cases, business performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, business performance condition, have been satisfied. The RSUs with performance conditions issued are also subject to long-term revenue and cash-basis earnings performance hurdles. The Company determines the fair value of each RSU based on the grant date and records the expense over the vesting period or requisite service period and, if applicable, the performance conditions are probable of being met.
The following is a summary of activity related to the RSUs associated with compensation arrangements during years ended December 31, 2025:
| RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested balance as of January 1, 2025 | 3,823,077 | $ | 21.45 | ||||||||
| Granted | 3,522,073 | 24.17 | |||||||||
| Vested | (1,289,949) | 22.23 | |||||||||
| Forfeited | (1,697,789) | 21.74 | |||||||||
Unvested balance as of December 31, 2025 | 4,357,412 | $ | 23.31 | ||||||||
The following is a schedule of the expected vesting period for unvested RSUs as of December 31, 2025:
| Unvested RSUs | |||||
| Expected to vest within 1 year | 1,574,330 | ||||
| Expected to vest between 1 to 2 years | 1,335,275 | ||||
| Expected to vest between 2 to 3 years | 1,447,807 | ||||
Unvested balance as of December 31, 2025 | 4,357,412 | ||||
Below is the compensation expense recognized related to the RSUs within the consolidated statements of operations:
| For the year ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cost of direct salaries and benefits | $ | 539 | $ | 492 | $ | 233 | ||||||||||||||
| Research and development | 11,844 | 11,615 | 5,968 | |||||||||||||||||
| Sales and marketing | 434 | 110 | 614 | |||||||||||||||||
| General and administrative | 24,100 | 15,038 | 10,030 | |||||||||||||||||
| Total | $ | 36,917 | $ | 27,255 | $ | 16,845 | ||||||||||||||
As of December 31, 2025, estimated unrecognized compensation expense for RSUs that are probable of vesting was $79,090 with such expense expected to be recognized over a weighted-average period of approximately 2.14 years.
Founder PSUs
During June 2021, the Company established a long-term incentive compensation plan for the Co-Founders, which consists of performance restricted stock-unit awards (the “Founder PSUs”), that will be settled in shares of Class A Common Stock pursuant to the 2021 Omnibus Incentive Plan, subject to the satisfaction of both service and market based vesting conditions.
The grant date fair value for the Founder PSUs was determined by a Monte Carlo simulation and discounted by the risk-free rate on the grant date and an expected volatility of 45%. The Founder PSUs are estimated to vest over a five year period, based on the achievement of specified price hurdles of the Company’s Class A Common Stock. The specified price hurdles of the Company’s Class A Common Stock will be measured on the volume-weighted average price per share for the trailing days during any 180 day period that ends within the applicable measurement period. In June 2021, the Company granted 4,208,617 Founder PSUs. The Company recorded the expense related to these awards within general and administrative in the consolidated statements of operations, and as of December 31, 2025, estimated unrecognized expense for Founder PSUs was $0.
Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans, excluding additional expense related to repurchases:
| For the year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| RSAs | $ | — | $ | — | $ | 10 | |||||||||||
| RSUs | 36,917 | 27,255 | 16,845 | ||||||||||||||
| Founder PSUs | 2,015 | 8,084 | 19,815 | ||||||||||||||
| Total | $ | 38,932 | $ | 35,339 | $ | 36,670 | |||||||||||
| For the year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of direct salaries and benefits | $ | 539 | $ | 492 | $ | 233 | |||||||||||
| Research and development | $ | 11,844 | $ | 11,615 | $ | 5,974 | |||||||||||
| Sales and marketing | 434 | 110 | 614 | ||||||||||||||
| General and administrative | 26,115 | 23,122 | 29,849 | ||||||||||||||
| Total | $ | 38,932 | $ | 35,339 | $ | 36,670 | |||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.