Michael Yates
About Michael J. Yates
Michael J. Yates, 59, is Clarus Corporation’s Chief Financial Officer (since January 3, 2022) and has also served as Secretary and Treasurer since August 31, 2023 . He previously held senior finance roles at IDEX Corporation (corporate controller, chief accounting officer, interim CFO) and spent 18 years in public accounting at KPMG and PricewaterhouseCoopers; he holds a B.S. in accounting from Indiana University’s Kelley School of Business (1987) . Clarus’ executive compensation program ties pay outcomes to performance, with Adjusted EBITDA identified as the most important metric alongside TSR and Net Income in pay-versus-performance disclosures . During Yates’ tenure, Clarus’ TSR was 59.15 in 2022, 52.81 in 2023, and 35.28 in 2024; Adjusted EBITDA was $62,959 (2022), $1,214 (2023), and $6,875 (2024), and Net Income was $(69,780), $(15,788), and $(88,437), respectively, all per company pay-versus-performance reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDEX Corporation | Corporate Controller (2005–2010); Chief Accounting Officer (2010–2022); Interim CFO (Sep–Dec 2016) | 2005–2022 | Led corporate and operating finance functions; principal accounting officer |
| KPMG LLP | Public Accounting | Pre-2005 (part of 1987–2005) | Audit and accounting foundation |
| PricewaterhouseCoopers LLP | Public Accounting | Pre-2005 (part of 1987–2005) | Audit and accounting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No public company directorships or external roles disclosed for Yates |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 430,240 |
| Discretionary/Annual Bonus ($) | — | 300,000 (paid Feb 20, 2024; set at 75% of 2023 base) | 178,000 (paid Mar 5, 2025) |
| Target Bonus % | Not disclosed | 75% of base (for 2023 bonus determination) | Not disclosed |
| All Other Compensation ($) | 27,267 | 41,040 | 34,738 |
Performance Compensation
Annual Cash Incentive Structure
| Year | Metric(s) | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| 2024 | Revenue, EBITDA, Net Working Capital (company attainment) | Not disclosed | Targets attained (committee-cited) | 178,000 | Discretionary bonus paid Mar 5, 2025 |
| 2023 | Contributions to Precision Sport segment sale; increased responsibilities after exec departures | 75% of base salary (target used for 2023 bonus) | Committee-cited contributions | 300,000 | Paid Feb 20, 2024 |
Equity Awards Detail (Grants and Vesting)
| Grant Date | Type | Shares (#) | Strike/Terms | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Jan 3, 2022 | Stock Options | 30,000 | $27.65; expires 1/3/2032 | 10,000 each on 12/31/2022, 12/31/2023, 12/31/2024 | 312,255 (FY22) |
| Mar 11, 2024 | Stock Options | 118,000 | $6.75; expires 3/11/2034 | 59,000 on 3/11/2025; 59,000 on 3/11/2026 | 361,611 (FY24) |
| Mar 11, 2024 | Restricted Stock (RS) | 50,000 | Time-based | 25,000 on 3/11/2025; 25,000 on 3/11/2026 | 337,500 (FY24) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 114,000 shares (includes options exercisable within 60 days of Apr 14, 2025: 89,000) |
| % of Shares Outstanding | ~0.30% (114,000 ÷ 38,401,824) |
| Options – Exercisable vs. Unexercisable (12/31/2024) | 30,000 exercisable; 118,000 unexercisable |
| RS – Vested vs. Unvested (post 3/11/2025) | 25,000 vested; 25,000 unvested |
| Upcoming Vesting Events | 59,000 options vest 3/11/2026; 25,000 RS vest 3/11/2026 |
| In-the-money Value Snapshot (12/31/2024) | $0; stock price $4.51 vs strikes $27.65 and $6.75 (OTM) |
| Hedging/Pledging | Hedging and derivatives prohibited by insider trading policy; pledging not disclosed |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement | None; company does not have an employment agreement with Mr. Yates |
| Severance – Termination Scenarios | No cash severance; options/RS not shown as payable on termination; only life insurance on death |
| Change-in-Control Economics | No cash severance or equity acceleration disclosed for Yates (table shows $0) |
| Death Benefit | $300,000 group term life insurance |
| Non-Compete/Non-Solicit | Not disclosed for Yates |
| Clawback | Awards subject to Compensation Recovery Policy (SEC-compliant restatement clawback) |
| Perquisites (2024) | 401(k) match $11,247; health/STD/LTD $21,325; life/AD&D $2,166 |
Compensation Structure Analysis
- Mix shift in 2024 toward equity: Yates received both options ($361,611) and RS ($337,500), compared to no equity awards in 2023, while cash bonus declined from $300,000 (2023) to $178,000 (2024) .
- Bonuses were discretionary and tied to operational execution, including divestiture of the Precision Sport segment and financial targets (revenue, EBITDA, net working capital) rather than fixed weightings, indicating committee discretion and qualitative assessment .
- Anti-hedging policy is in place; a pledging policy is not disclosed, and no gross-ups or deferred compensation elections are discussed for Yates .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) | 114.31 | 206.49 | 59.15 | 52.81 | 35.28 |
| Net Income ($) | 5,545 | 26,093 | (69,780) | (15,788) | (88,437) |
| Adjusted EBITDA ($) | 22,389 | 61,503 | 62,959 | 1,214 | 6,875 |
- Execution highlights cited for Yates’ bonuses include helping lead the divestiture of the Precision Sport segment closed on February 29, 2024, and increased responsibilities after executive departures in 2023 .
- Company-selected performance measure for NEO pay decisions is Adjusted EBITDA; the committee also highlighted TSR and Net Income as important metrics .
Investment Implications
- Alignment: Yates’ growing equity mix (2024 options and RSUs) aligns incentives with shareholder outcomes; upcoming 2026 vesting (59k options; 25k RS) could add tradable shares and modest selling pressure around vest dates, though hedging is restricted by policy .
- Retention/Contract Risk: Absence of an employment agreement and no disclosed severance or change-in-control cash benefits suggest limited guaranteed protections; retention relies on ongoing equity grants and discretionary bonuses tied to financial and strategic execution .
- Performance Signals: Bonuses explicitly tied to revenue, EBITDA, and net working capital attainment post-divestiture indicate focus on cash generation and operational discipline; continued monitoring of Adjusted EBITDA trend and TSR will be key for pay-for-performance assessment .
- Governance: Clawback is in place, reducing risk of overpayment on restatements; anti-hedging strengthens alignment, though no pledging disclosure found—investors may seek clarification on pledging policy and ownership guidelines for senior officers .