Nicholas Sokolow
About Nicholas Sokolow
Independent director (Lead Independent Director since June 2016) at Clarus Corporation; age 75; director since June 2002. Former corporate M&A attorney with degrees in Economics and Finance from Institut d’Etudes Politiques, a Law degree from the Faculté de Droit, and an LL.M. (Masters of Comparative Law) from the University of Michigan; honorary member of the French Bar. The Board has affirmatively determined he is independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coudert Brothers | Associate and Partner | Jun 1973–Oct 1994 | Corporate/M&A legal practice |
| Sokolow, Carreras & Partners | Partner | 1994–2007 | Corporate/M&A legal practice |
| Lebow & Sokolow LLP | Practiced law | 2007–Dec 31, 2014 | Corporate/M&A legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cadre Holdings, Inc. (NYSE: CDRE) | Director | Apr 2012–Jan 2025 | Board service alongside Clarus Executive Chairman Warren Kanders (Cadre CEO/Chairman) |
| Armor Holdings, Inc. | Director | Jan 1996–Jul 31, 2007 | NYSE-listed; sold to BAE Systems |
| Stamford Industrial Group, Inc. | Director | Oct 2006–Sep 2009 | Board service |
Board Governance
- Lead Independent Director (designated since June 2016); active oversight role in independent sessions.
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating/Corporate Governance Committee.
- Special Committee Chair (independent directors) formed to evaluate a potential related-party proposal involving Executive Chairman Warren Kanders; oversaw process that culminated in sale of Precision Sport segment to an unaffiliated third party (JDH Capital affiliate) on Feb 29, 2024.
- Proxyholder designated (with Executive Chairman) for the 2025 Annual Meeting.
- Attendance: In fiscal 2024, the Board met 7 times; all directors attended ≥75% of Board/committee meetings; all directors attended the May 30, 2024 virtual annual meeting.
- Independence: Board determined Sokolow is independent under NASDAQ standards (as are all committee members).
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Annual cash fees | 57,500 |
| All other compensation (committee/lead fees and special committee-related) | 55,000 |
| Total cash | 112,500 |
| Option awards (grant-date fair value) | 245,144 |
| Total compensation | 357,644 |
- 2024 director pay structure: base cash retainer (raised from $35,000 to $40,000 effective Q3), lead independent director stipend ($10,000), chair stipends ($10,000 for most; $15,000 for Audit Chair), annual option grant of 20,000 options vesting quarterly, plus a one-time 60,000 option grant vesting over three annual tranches.
- One-time 2024 payments tied to Precision Sport divestiture: each independent director $15,000; Special Committee members $25,000; Special advisor $25,000; Special Committee Chair (Sokolow) additional $15,000.
Performance Compensation
| Grant | Shares | Grant Date | Exercise Price | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Non-employee director options | 60,000 | Mar 11, 2024 | $6.75 | 3 equal annual tranches ending Mar 11, 2026 | 182,724 |
| Annual director options | 20,000 | May 30, 2024 | Closing price at grant | 4 equal quarterly tranches ending Mar 31, 2025 | 62,420 |
- Form 4 confirms the vesting language for Sokolow’s options (including 20,000 vesting by Mar 11, 2026).
Other Directorships & Interlocks
| Connection | Description | Governance Implication |
|---|---|---|
| Cadre Holdings interlock | Sokolow served on Cadre’s Board (2012–Jan 2025); Kanders is Cadre’s CEO/Chair; Kanders is Clarus Executive Chairman. | Interlock with Executive Chairman; mitigated by Clarus’ independence determinations and use of Special Committee for related-party proposals. |
| Special Committee leadership | Chaired independent Special Committee reviewing proposal related to Executive Chairman; transaction ultimately executed with unaffiliated buyer (JDH Capital affiliate). | Positive governance signal: independent oversight and avoidance of related-party transaction. |
Expertise & Qualifications
- Legal background in mergers and acquisitions and corporate governance; chairs Nominating/Corporate Governance Committee.
- Education across economics, finance, and law; honorary French Bar member; extensive public board experience.
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 981,985 | 2.5% of outstanding shares |
| Options exercisable within 60 days | 227,500 | Currently exercisable or within 60 days |
| ST Investors Fund, LLC | 580,311 | Shared beneficial ownership; Sokolow disclaims except for pecuniary interest |
| Korsak Holdings, LLC | 58,000 | Shared beneficial ownership; Sokolow disclaims except for pecuniary interest |
| Madetys Investments, LLC | 83,293 | Beneficial ownership via general manager role; disclaims except for pecuniary interest |
| Options not yet exercisable | 20,000 | Excluded from beneficial ownership count |
- Anti-hedging policy prohibits short sales and derivative hedging, with limited approvals; company maintains clawback policy for erroneous incentive compensation.
- No pledging disclosed; company states no material adverse legal proceedings involving directors.
Insider Trades and Section 16 Filings
| Filing Date | Transaction Date | Summary |
|---|---|---|
| Nov 14, 2024 | Nov 2024 | Form 4 filed (details within filing) |
| Mar 13, 2025 | Mar 11, 2025 | Form 4 filed; reflects equity award activity/vesting timing |
| Aug 7, 2025 | Aug 5, 2025 | Form 4 filed (transaction reported; director status affirmed) |
Governance Assessment
- Board effectiveness: Sokolow occupies central independent leadership roles (Lead Independent Director; Chair, Nominating/CG; Audit and Compensation committee member), enhancing independent oversight of risk, nominations, and pay. Attendance and committee activity levels in 2024 suggest engagement.
- Alignment and incentives: Director pay combines modest cash retainer with equity options that vest over time, encouraging long-term alignment; beneficial ownership of 2.5% indicates significant skin-in-the-game.
- Conflicts management: Interlock with Executive Chairman through Cadre board service presents potential perception risk, but governance mitigants include confirmed independence, separate committee leadership, and use of an independent Special Committee to adjudicate a related-party indication of interest—resulting in sale to an unaffiliated buyer.
- Policies and safeguards: Anti-hedging policy and clawback framework in place; no disclosed pledging or adverse proceedings for directors.
RED FLAGS to monitor
- Board interlock history with Executive Chairman (Cadre Holdings) merits continued oversight of related-party risks, though current independence and special committee processes have been utilized effectively.
- Concentrated influence by Executive Chairman (role as principal executive officer and proxyholder) underscores importance of Lead Independent Director function and committee autonomy; current structure affirms independence of committees.