Kenneth Cornick
About Kenneth Cornick
Independent director of Clarivate since July 22, 2025; appointed to the Audit Committee upon election. Co‑founder of CLEAR Secure, Inc. (CLEAR), where he served as President (2010–Mar 2025) and CFO (2010–2017; 2020–Mar 2025). Earlier, Partner at Arience Capital (2003–2009). BA from Bowdoin College. No arrangements/understandings in connection with his election; no related‑party transactions requiring Item 404(a) disclosure. Compensation as a non‑employee director per the Company’s 2025 Proxy Statement program.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLEAR Secure, Inc. | Co‑founder; President; Chief Financial Officer | 2010–Mar 2025 (President); 2010–2017 and 2020–Mar 2025 (CFO) | Scaled identity/secure access platform; dual operating/finance leadership |
| Arience Capital | Partner | 2003–2009 | Public markets investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Development Corporation for Israel (Israel Bonds) | Director | Since Nov 2024 | FINRA broker‑dealer underwriting Israel bonds in the U.S. |
| CLEAR Secure, Inc. | Director | Jun 2021–Jun 2025 | Public company board service |
| Center ID Corp. | Director | Oct 2022–Jun 2025 | Private expense management software company |
| LREI (Little Red School House & Elisabeth Irwin HS) | Trustee | 2011–Jun 2024 | Non‑profit board service |
Board Governance
- Committee assignments: Audit Committee member; not a chair. Audit Committee members must be independent under NYSE/SEC standards per Clarivate policy.
- Independence: Non‑employee director; no Item 404(a) related‑party transactions disclosed in his appointment 8‑K. Clarivate states all committee members are independent; by policy Audit members are independent.
- Attendance and engagement: Board reported each director attended at least 75% of Board/committee meetings in 2024 (preceding year); Cornick joined in 2025.
- Share ownership guideline: Independent directors must hold shares ≥5x annual cash board retainer within 5 years of appointment (applies to Cornick; exceptions only for certain sponsor‑affiliated directors).
- Hedging/pledging: Company policy prohibits directors from hedging and from pledging/margining Clarivate securities.
Fixed Compensation (Director Program Per 2025 Proxy)
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (cash or shares at director election) | $85,000 | Non‑employee directors; pro‑rata if partial year |
| Committee chair retainers | Audit $30,000; HRCC $30,000; Nominating & Governance $20,000; Finance $20,000 | Only for chairs; Cornick is a member (no chair fee) |
| Non‑Executive Board Chair retainer | $120,000 (paid in shares) | For Board Chair only |
| Meeting fees | None disclosed | Program uses retainers and annual equity |
Performance Compensation (Director Equity; Time‑based)
| Equity Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $165,000 | Vests on the date immediately preceding the next AGM | Granted on AGM date to non‑employee directors who receive compensation |
Clarivate does not grant performance‑conditioned equity to directors; annual director RSUs are time‑based and align directors with shareholders via equity ownership .
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Consideration |
|---|---|---|
| CLEAR Secure, Inc. (prior) | Public company tech/security | No Clarivate‑disclosed related‑party transactions; service ended June 2025 |
| Israel Bonds (current) | Broker‑dealer/underwriter board | No Clarivate‑disclosed transactions under Item 404(a) |
| Center ID Corp. (prior) | Private software | No Clarivate‑disclosed transactions under Item 404(a) |
Expertise & Qualifications
- Finance and capital markets: Former CFO (CLEAR) and former hedge fund partner (Arience Capital).
- Operating leadership and scaling technology platforms: Co‑founder/President at CLEAR for 15 years.
- Governance: Public company director experience and current Audit Committee service at Clarivate.
Equity Ownership
| Date | Filing | Transaction | Shares (Direct) | Shares (Indirect) | Price | Notes |
|---|---|---|---|---|---|---|
| Jul 22, 2025 | Form 3 | Initial director RSU award/holdings reported; 29,954 shares acquired at $0; 110,000 indirect held via Cornick Family Investor, LLC | 29,954 | 110,000 | $0.00 | Cornick and spouse control Cornick Family Investor, LLC |
| Nov 10, 2025 | Form 4 | Open‑market purchase | 32,711 | 1,100,000 | $3.45 (WA) | Bought 100,000 shares (prices $3.44–$3.50); post‑trade holdings shown |
Pledging/hedging: Prohibited by Clarivate’s insider trading policy (applies to directors).
Insider Trades (Signal)
| Date | Type | Shares | Price | Post‑Trade Beneficial Ownership | Source |
|---|---|---|---|---|---|
| Nov 10, 2025 | Open‑market purchase | 100,000 | $3.45 (WA) | 32,711 direct; 1,100,000 indirect (Cornick Family Investor, LLC) |
This is an alignment‑positive signal (net insider buying). Media summaries corroborate the Form 4 details.
Potential Conflicts or Related‑Party Exposure
- Clarivate disclosed no arrangements/understandings tied to his election and no related‑party transactions requiring Item 404(a) disclosure.
- Company policy restricts related person transactions and requires Audit Committee approval of any such transactions; Audit Committee oversees related‑party approvals.
Director Compensation Mix & Alignment
- Mix: Annual cash retainer ($85,000) and time‑based RSUs ($165,000), with additional chair retainers if applicable (not applicable to Cornick currently). No meeting fees disclosed.
- Ownership alignment: Director equity grants plus 5x retainer ownership guideline (5‑year compliance window).
- Governance discipline: Prohibition on hedging/pledging; robust clawbacks for executives; fully independent committees; 99% 2024 say‑on‑pay support indicates investor confidence in compensation governance.
Governance Assessment
- Strengths
- Independent financial operator with CFO background; assigned to Audit Committee (skill‑appropriate).
- No Item 404(a) related‑party transactions disclosed; policy and committee framework designed to manage conflicts.
- Early insider purchase post‑appointment signals alignment.
- Ownership guideline (5x retainer) and prohibition on hedging/pledging support investor alignment.
- Watch items
- Multiple prior board roles recently concluded (CLEAR, Center ID); ongoing external board at Israel Bonds—no related‑party transactions disclosed, but continue to monitor for potential business overlaps.
- 2025 director compensation will be pro‑rated vs. annual schedule; confirm next proxy for any program changes (current program per 2025 Proxy shown above).
Board‑level context: Clarivate reports fully independent committees and strong governance practices (annual elections, executive sessions, shareholder engagement). Prior say‑on‑pay support ~99% at 2024 AGM indicates broad shareholder approval of compensation governance.