Roger Werner
About Roger Werner
Roger Werner (age 75) is an independent director at Clarus Corporation, appointed March 8, 2024. He is a seasoned media and automotive executive with prior leadership roles at ESPN, Speedvision, Outdoor Life Network, and Outdoor Channel Holdings, plus advisory/director work at MotorTrend Group. He holds a BA from Trinity College and an MBA from UVA Darden, where he served two terms as a trustee; he currently chairs ACCUS, the U.S. representative to the FIA and the motorsport industry’s trade association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESPN | COO; later President & CEO | COO: 1982–1988; CEO/President: 1988–1990 | Led operations and executive strategy for major sports network |
| Daniels Programming Ventures, LLC | President & CEO | 1990–1994 | Managed interests in Prime Ticket (now Fox Sports West) and Prime Sports Network Group (now Fox Sports Net) |
| Speedvision & Outdoor Life Network | Founder; President & CEO | 1995–2001 | Designed, built, and managed leading sports networks (now Fox Sports 1/NBC Sports) |
| Outdoor Channel Holdings, Inc. (NASDAQ) | Director; President & CEO; Co‑Chairman | Director: 2006–2013; CEO: 2007–2012; Co‑Chairman: 2012–2013 | Led programming/media company; board leadership |
| MotorTrend Group (Discovery Communications) | Advisor & Director | 2015–2023 | Automotive content strategy and governance |
| McKinsey & Company | Management Consultant | 1979–1982 | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| ACCUS (Automobile Competition Committee of the U.S.) | Chairman | Current | U.S. representative to FIA; trade association leadership for motorsport industry |
No current public-company directorships disclosed other than Clarus; prior public-company service at Outdoor Channel Holdings (NASDAQ) .
Board Governance
- Independence: The Board determined Werner is independent (NASDAQ standard); majority of the board is independent .
- Committee assignments: Member, Compensation Committee; Member, Nominating/Corporate Governance Committee .
- Committee leadership: Not a chair; chairs are House (Compensation), Sokolow (Nominating/Governance), Besca (Audit) .
- Attendance: In FY2024, all directors attended ≥75% of board and committee meetings during their service; all directors at that time attended the May 30, 2024 virtual annual meeting .
- Meeting cadence (FY2024): Board held 7 meetings; Compensation Committee held 3; Nominating/Governance held 2; Audit held 5 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $28,750 | Werner joined March 8, 2024; did not receive payment for Q1 |
| Lead independent director fee | N/A | Werner is not lead independent director (Sokolow receives $10k) |
| Committee chair fees | N/A | Chairs receive $10k; Audit Chair receives $15k; Werner is not a chair |
| Meeting fees | N/A | Not disclosed as a component |
| Special transaction payments | N/A | One-time payments around the 2/29/2024 Precision Sport sale were for independent directors then serving and Special Committee; Werner’s appointment was 3/8/2024 |
2024 director program: non-employee directors received an annual option grant of 20,000 shares (quarterly vesting) and a one-time 60,000-share option grant (three annual tranches) .
Performance Compensation (Director)
| Grant Date | Instrument | Number of Options | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 3/11/2024 | Stock options | 60,000 | $182,724 | Time-based; fully vests by 3/11/2026 | None; director options are time-based (strike = closing price on grant date) |
| 5/30/2024 | Stock options | 20,000 | $62,420 | Time-based; vests in four quarterly tranches; fully vested by 3/31/2025 | None; director options are time-based (strike = closing price on grant date) |
No RSUs/PSUs disclosed for Werner; director equity is option-based with time vesting. Exercise prices are set at the closing price on the grant date per policy .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Outdoor Channel Holdings, Inc. | Public (NASDAQ) | Director; CEO; Co‑Chairman (historical) | Media company; no disclosed related-party transactions with Clarus |
| MotorTrend Group (Discovery) | Private | Advisor & Director (historical) | Automotive media; no disclosed related-party transactions with Clarus |
| ACCUS / FIA linkage | Association | Chairman | Industry association; no Clarus transactions disclosed |
Related-party transaction oversight resides with the Audit Committee; no Werner-related transactions are disclosed .
Expertise & Qualifications
- Deep executive experience in sports media and automotive content, including founding and leading major networks (Speedvision/OLN) and serving as ESPN COO/CEO .
- Boardroom and CEO experience at Outdoor Channel Holdings; advisory/director experience at MotorTrend Group .
- Governance roles at UVA Darden (trustee, two terms); current industry leadership as ACCUS Chairman .
Equity Ownership (Alignment)
| As of Record Date | Common Stock Beneficially Owned | % of Shares Outstanding | Detail |
|---|---|---|---|
| April 14, 2025 | 60,000 | <1% (denoted “*”) | Includes options exercisable or vesting within 60 days; excludes 20,000 options not exercisable within 60 days |
| Options Position | Exercisable | Unexercisable | Note |
|---|---|---|---|
| Director options | 60,000 | 20,000 | Breakdown per beneficial ownership footnote |
Anti-hedging policy prohibits short sales and derivatives; hedging/monetization transactions require approval. Awards are subject to clawback under the Compensation Recovery Policy and applicable law .
Compensation Committee Analysis (Context)
- Composition: House (Chair), Sokolow, Werner, Ottmann; all independent .
- Authority: Reviews/approves executive pay, equity plans; can retain independent compensation consultants .
- 2024 Adviser Use: Committee did not engage external compensation consultants in 2024 .
- Activity: Held 3 meetings in FY2024; also acted by unanimous written consent once .
Governance Assessment
- Strengths: Werner is independent and serves on two key committees (Compensation; Nominating/Governance), supporting oversight of pay and board composition. FY2024 attendance met ≥75% threshold; board maintains independent-only sessions and a designated lead independent director (Sokolow) .
- Alignment: 2024 director pay mix weighted to equity options with multi-tranche vesting, encouraging longer-term alignment; exercise prices fixed at grant-date closing price per policy .
- Controls: Anti-hedging policy and clawback framework apply to equity awards; related-party transactions are reviewed/approved by the Audit Committee with recusal practices and DGCL §144 compliance .
- Watch items: Board size reducing from seven to five post-2025 meeting (Henning and House resigning) may shift committee workloads and leadership; continued monitoring of committee composition and independence will be prudent .
- Red flags specific to Werner: None disclosed—no related-party transactions, pledging, or attendance issues noted in the proxy .
Note: The proxy does not include Form 4 trading data; our attempt to retrieve insider transactions for “Roger Werner” at CLAR via the insider-trades skill encountered an authorization error. If desired, we can refresh and provide a Form 4 table upon access.