Susan Ottmann
About Susan Ottmann
Independent director at Clarus Corporation since June 2021; age 59. Background spans 25+ years in industrial engineering and global operating leadership at Thermo Fisher Scientific and Danaher; currently Graduate Program Director, Engineering Professional Development, University of Wisconsin–Madison, and teaches technical leadership and project management. Degrees: B.S. Mechanical Engineering and Engineering & Public Policy (Carnegie Mellon), M.S. Management (North Carolina State). Re-elected at the May 29, 2025 annual meeting with 24,049,290 “For” votes vs. 6,937,514 “Withheld” (broker non-votes 3,721,726). She is NASDAQ‑independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific | General Manager, global analytical instruments business; led ~770 associates with operations in U.S., UK, Germany, China and global sales | Sep 2013 – Jul 2015 | Global P&L and multi‑region operations leadership |
| Danaher Corporation | President/Vice President in global business units | Apr 2006 – Sep 2013 | Danaher operating system execution across engineering, product, commercial roles |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| University of Wisconsin–Madison, College of Engineering | Graduate Program Director, Engineering Professional Development; instructor (technical leadership, project management) | Aug 2018 – present | Oversees graduate/professional programs; teaches leadership and TPM |
| University of Wisconsin–Madison, College of Engineering | Business & Program Director, EPD | Oct 2015 – Aug 2018 | Managed online manufacturing systems master’s, leadership short courses, HR/finance/business processes |
Board Governance
- Independence: Board determined Ms. Ottmann is independent under NASDAQ rules.
- Committee assignments (2024): Compensation Committee member (with House (Chair), Sokolow, Werner). Not on Audit or Nominating/Corporate Governance Committees.
- Attendance/engagement: In fiscal 2024, Board held 7 meetings (plus 3 unanimous written consents). All directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Lead independent director: Nicholas Sokolow; independent directors hold periodic executive sessions.
- Special transactions oversight: The 2023–2024 Precision Sport segment sale was overseen by a Special Committee of independent directors (Sokolow (Chair), House, Walker).
Fixed Compensation (Director, 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer paid | 37,500 | Reflects $35,000 per annum raised to $40,000 effective Q3 2024; Ms. Ottmann’s 2024 fees earned total shown here |
| Committee chair fees | — | Not a committee chair in 2024 |
| One-time cash (transaction-related) | 15,000 | One-time payment to all independent directors for Precision Sport segment sale work (Special Committee members received additional fees; Ms. Ottmann was not on Special Committee) |
- Structure (board-wide, 2024): Directors received an annual option grant (20,000 shares, quarterly vest), an additional one-time 60,000 option grant (three annual tranches), cash retainer increased mid-year to $40,000, and chair/lead independent fees ($10,000; Audit Chair $15,000).
Performance Compensation (Director Equity)
| Grant Date | Type | Shares | Exercise Price | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Mar 11, 2024 | Stock options | 60,000 | — | 3 equal annual tranches beginning grant date | 182,724 |
| May 30, 2024 | Stock options | 20,000 | — | Fully vests Mar 31, 2025 (quarterly tranches during the year) | 62,420 |
- 2024 director equity compensation mix (actual): Options fair value $245,144 for Ms. Ottmann; no stock awards or cash incentive plan payouts disclosed for directors.
- Directors’ awards are time‑vested stock options (no performance metrics for director equity disclosed).
Other Directorships & Interlocks
- Other public company boards: None disclosed for Ms. Ottmann.
- Compensation committee interlocks: None; during 2024 no compensation committee member was an officer/employee, and no executive officer served on another issuer’s compensation committee with any Clarus director.
Expertise & Qualifications
- Industrial engineering and global operating leadership (Thermo Fisher, Danaher), multi‑region manufacturing/marketing, product development, and finance experience; academic leadership in engineering professional development and technical leadership instruction. The Board cites her “diverse global business, educational and leadership experience” across engineering, commercial, financial, product development, marketing, and manufacturing as core credentials.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 105,000 | Includes options exercisable or vesting within 60 days of Apr 14, 2025; “<1%” of outstanding |
| Vested/exercisable (or within 60 days) options | 105,000 | Included in beneficial ownership above |
| Unvested/unexercisable options | 20,000 | Excluded from beneficial ownership |
| Ownership as % of outstanding | <1% | Based on 38,401,824 shares outstanding (as of Apr 14, 2025) |
| Shares pledged as collateral | Not disclosed | No pledging disclosure identified in proxy |
| Hedging/derivatives policy | Prohibits short sales, puts/calls, and hedging/monetization without approval under insider trading policy (applies to insiders/covered persons, including directors) | |
| Clawback policy | Compensation Recovery Policy applies; awards can be recouped upon restatements and specified events | |
| Section 16 compliance | All Forms 3/4/5 timely filed in 2024 per company representation |
Director Compensation (2024) – Actual
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 37,500 |
| Stock Awards | — |
| Option Awards (FASB ASC 718 grant-date FV) | 245,144 |
| Non-Equity Incentive Plan Comp | — |
| Change in Pension Value/Deferred Comp | — |
| All Other Compensation | 15,000 |
| Total | 297,644 |
Election Support (2025 Annual Meeting)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Susan Ottmann | 24,049,290 | 6,937,514 | 3,721,726 |
Risk Indicators & Red Flags (as disclosed)
- Attendance/engagement: All directors met ≥75% attendance threshold in 2024; no low‑attendance red flag.
- Legal/SEC matters: Company reports no director or nominee (including Ms. Ottmann) with relevant legal proceedings in past 10 years.
- Related‑party/conflict exposure: Audit Committee oversees related‑party transactions; no transactions involving Ms. Ottmann disclosed. A 2023–2024 asset sale was reviewed by a Special Committee of independent directors (not including Ms. Ottmann).
- Ownership concentration/governance: On June 2, 2025, the Board approved a rights‑plan exemption allowing Executive Chairman Warren Kanders to increase beneficial ownership up to ~32.9% under conditions—heightened control risk for minority holders; mitigated by independent majority and committee structure.
Compensation Structure Analysis (signals)
- Mix and shifts: Mid‑2024 increase in annual cash retainer (to $40,000) modestly increased fixed pay; significant equity emphasis maintained via annual (20,000) and one‑time (60,000) option grants—equity‑heavy mix aligns with shareholder value but increases dilution sensitivity.
- One‑time fees: Special one‑time $15,000 cash to independent directors for the Precision Sport segment process acknowledges incremental workload; Special Committee members received additional amounts (not applicable to Ms. Ottmann).
- Equity plan governance: 2025 stock plan amendments removed evergreen feature and set a fixed 7.5 million share reserve, extending plan term—reduces automatic overhang growth and is governance‑friendly.
Governance Assessment
- Strengths: Independent status; active service on Compensation Committee; adequate attendance; meaningful operating and technical leadership background; no disclosed interlocks, pledging, or related‑party transactions; presence of anti‑hedging and clawback policies.
- Watch items: Board leadership concentrated with Executive Chairman who can increase ownership up to ~32.9% under rights‑plan exemption; directors received sizeable one‑time option grants in 2024, raising scrutiny of equity dilution and independence optics (though plan governance improved in 2025).