Mark Besca
About Mark M. Besca
Independent director since December 5, 2024; age 65; Audit Committee Chair and audit committee financial expert with over 40 years of accounting and financial experience at EY, including senior leadership roles. Education: BBA in Accounting (Pace University – Lubin), MBA (Columbia Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY LLP | Leader, Long‑Term Value & Stakeholder Capitalism initiative | Jan 2017 – Jul 2020 | Led firm work on value/ESG integration for large public companies |
| EY LLP | Managing Partner, New York City office | Jul 2012 – Jun 2018 | Oversaw NYC practice operations and growth |
| EY LLP | Northeast Managing Partner, Assurance & Advisory | Jul 2009 – Jun 2011 | Regional leadership of audit/advisory |
| EY LLP | Lead and senior advisory audit partner (media, consumer, airline) | Various years through retirement | Fortune 500 audit leadership; deep public company audit committee interface |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Las Vegas Sands Corp. (NYSE) | Director | Jan 2025 | Public company board experience in gaming/hospitality |
| Markel Group Inc. (NYSE) | Director | Nov 2020 | Public company board experience in insurance/investments |
| Pace University | Chairman Emeritus, Board of Trustees | N/A | Higher education governance |
| Roundabout Theatre Company | Board member | N/A | Non‑profit board governance |
| NYC Partnership | David Rockefeller Fellow | N/A | Civic leadership credential |
Board Governance
- Committee assignments: Audit Committee Chair; committee members during 2024 included Henning, House, Sokolow, and Besca; Henning and House did not stand for re‑election and ceased service May 29, 2025, implying post‑meeting reconstitution of committees .
- Independence: Determined independent under NASDAQ rules; Audit Committee members independent; Besca qualifies as an “audit committee financial expert” under Sarbanes‑Oxley .
- Attendance and engagement: In fiscal 2024, all directors attended ≥75% of board and relevant committee meetings during their period of service; board held seven meetings (plus three unanimous consents); Audit Committee held five meetings (plus one unanimous consent) .
- Shareholder vote signal: At the May 29, 2025 Annual Meeting, Besca received 28,323,661 “For” votes vs. 2,663,143 “Withheld” and 3,721,726 broker non‑votes, the strongest “For” among nominees, indicating high investor support .
- Governance practices: Independent director executive sessions; codes of ethics, governance guidelines, committee charters, insider trading policy, compensation recovery (clawback) policy available on company website .
Fixed Compensation
| Component | Detail | Amount/Terms | Period |
|---|---|---|---|
| Annual cash retainer | Director cash retainer | Increased from $35,000 (Q1–Q2) to $40,000 (Q3–Q4) in 2024; paid quarterly (Besca joined in December, so no 2024 cash retainer) | |
| Committee chair fee | Audit Committee Chair | $15,000 annual; paid quarterly | |
| Other chair fees | Compensation/Nominating Chairs | $10,000 annual; paid quarterly | |
| Lead Independent Director fee | Additional fee to LID | $10,000 annual; paid quarterly | |
| Annual equity grant | Directors (general) | 20,000 options at AGM; vest quarterly over a year | |
| One‑time 2024 equity | Directors (general) | 60,000 options; vest in three equal annual tranches from grant date | |
| Besca 2024 option grant | Initial grant on appointment | 10,000 options granted Dec 5, 2024; grant date fair value $19,939; fully vesting by Mar 31, 2025 |
Director compensation earned by Besca in 2024:
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive Plan Compensation ($) | Non‑Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| — | — | 19,939 | — | — | — | 19,939 |
Performance Compensation
Clarus’ compensation framework for executives emphasizes performance metrics; while director pay is principally retainer + equity, the board oversees and applies the following metrics:
| Metric | FY 2024 Value | Source/Context |
|---|---|---|
| Adjusted EBITDA ($000s) | 6,875 | Company‑selected measure used by Compensation Committee linking pay to performance |
| Net Income ($000s) | (88,437) | GAAP net income; Precision Sport segment treated as discontinued operations |
| Total Shareholder Return (TSR, $100 fixed base) | 35.28 | Company TSR per Item 402(v) |
| Peer Group TSR (NASDAQ Global Select + Russell 2000) | 178.14 | Relative performance context |
The Compensation Committee did not engage external compensation consultants in 2024; oversight of executive plans and annual reviews conducted per charter .
Other Directorships & Interlocks
| Company | Role | Committees (if disclosed) | Potential Interlock/Conflict with CLAR |
|---|---|---|---|
| Las Vegas Sands Corp. | Director | Not disclosed | None disclosed in CLAR filings |
| Markel Group Inc. | Director | Not disclosed | None disclosed in CLAR filings |
| Pace University | Chairman Emeritus | N/A | None disclosed |
| Roundabout Theatre Company | Board member | N/A | None disclosed |
The Audit Committee reviews and must pre‑approve related‑party transactions; no Besca‑specific related‑party transactions are disclosed; legal proceedings for directors in last ten years: none .
Expertise & Qualifications
- Audit committee financial expert; deep public company audit experience in media, consumer products, and airlines .
- Senior leadership in EY assurance/advisory and city/regional management; governance credentials across public, private, and non‑profit boards .
- Advanced degrees in accounting and business; experienced in stakeholder capitalism/long‑term value frameworks .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Notes | % of Shares Outstanding |
|---|---|---|---|
| Mark M. Besca | 10,000 | Includes 10,000 options exercisable within 60 days of April 14, 2025 | * (<1%) |
Vested vs. unvested (director‑level):
- Vested/exercisable: 10,000 options by March 31, 2025 .
- Unvested: None as of April 14, 2025 (initial grant fully vests by March 31, 2025) .
Anti‑hedging: Short sales, puts/calls and hedging/monetization transactions restricted for insiders without approval; supports alignment and governance . Clawback: Incentive awards subject to compensation recovery policy in case of restatements; Board may enforce recoupment .
Governance Assessment
- Strengths: Independent director; Audit Chair; audit committee financial expert; strong shareholder support in 2025 election; committee meets regularly and oversees financial, legal, operational and cybersecurity risks; robust insider trading and clawback policies .
- Engagement/Attendance: Met ≥75% threshold during 2024 service; Audit Committee held five meetings; indicates active oversight .
- Compensation/Alignment: Director pay structure blends modest cash (retainer/chair fees) with equity options; initial grant modest in size; anti‑hedging policy enhances alignment .
- Potential risk indicators: Board approved Executive Chairman’s request under Rights Agreement to increase beneficial ownership up to ~32.9% within 24 months, potentially elevating control concentration risk; continued monitoring of board independence and special committee processes advisable . No director legal proceedings or Besca‑specific related‑party transactions disclosed .
Insider trades: We attempted to locate Form 4 filings for CLAR and found no Form 4 documents in the available catalog for the 2024–2025 window; thus, no insider trade table for Besca is included. We searched SEC Form 4 document type but none were returned, and the proxy did not disclose director‑level insider transactions .