Caryn Seidman-Becker
HOME DEPOTAbout Caryn Seidman-Becker
Independent director since 2022 (age 52). Chair and CEO of CLEAR Secure, having relaunched its predecessor in 2010; prior roles include founder/managing partner at Arience Capital, managing director at Iridian Asset Management, and assistant vice president at Arnhold & S. Bleichroeder . Serves on Home Depot’s Leadership Development & Compensation (LDC) and Nominating & Corporate Governance (NCG) Committees; the Board affirms her independence under HD’s heightened standards and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLEAR Secure (Alclear predecessor) | Chair & Chief Executive Officer | 2010–present | Built secure identity platform across travel, healthcare, sports; technology and operational expertise |
| Arience Capital | Founder & Managing Partner | Not disclosed | Led >$1B value-oriented asset manager; finance and investment expertise |
| Iridian Asset Management | Managing Director | Not disclosed | Buy-side leadership; financial management |
| Arnhold & S. Bleichroeder | Assistant Vice President | Not disclosed | Investment banking experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CLEAR Secure, LLC | Director | 2021–present | Current public board |
| Lemonade, Inc. | Director | 2020–2022 | Prior public board |
Board Governance
- Committees: LDC and NCG (not a chair) . LDC met 5 times; NCG met 4 times in FY2024 .
- Independence: Board determined Seidman-Becker is independent; all directors are independent except the Chair/CEO .
- Attendance: Board met 13 times; each incumbent director attended at least 75% of Board and committee meetings; all attended the 2024 annual meeting .
- Lead Independent Director structure with robust responsibilities and independent executive sessions each regular meeting .
Fixed Compensation
Director pay emphasizes equity alignment (≥82% of retainer paid in company equity) and retention requirements. Standard annual retainer: $300,000 paid as $245,000 deferred shares and $55,000 in cash or deferred stock units; committee chair fees (not applicable to Seidman-Becker) are $20,000–$25,000; Lead Director receives an additional $80,000 .
| Component (FY2024) | Amount |
|---|---|
| Fees earned/paid in cash | $55,000 |
| Stock awards (deferred shares) | $244,709 |
| All other compensation (charitable match programs) | $15,000 |
| Total | $314,709 |
Key features:
- At least 82% of annual retainer in company equity; director equity must be held until retirement or for one year post-service in most cases .
- No meeting fees; committee chair and Lead Director retainers as disclosed .
Performance Compensation
Not applicable to non-employee directors. HD does not use performance metrics for director compensation; director equity is deferred shares/units with long-term holding/retention provisions (not performance-based) .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Vendor relationship | HD purchased identity verification and travel-related services from CLEAR (where Seidman-Becker is Chair/CEO). Board assessed amounts as immaterial and affirmed independence; transactions were arm’s-length and directors did not receive direct personal benefit . |
| Board interlock | Jeffery H. Boyd (HD director, NCG Chair) also serves on CLEAR Secure’s board (2021–present), creating an interlock with Seidman-Becker; disclosed in Boyd’s biography . |
| Related person transactions policy | NCG Committee pre-approves related person transactions; none required disclosure since the beginning of FY2024 . |
Expertise & Qualifications
- Strategic management, operational insights, and technology/identity expertise from CLEAR leadership .
- Deep finance and investment background from Arience/Iridian roles .
- Governance: service on public company boards and participation on LDC and NCG committees .
Equity Ownership
| Holding Type | Amount |
|---|---|
| Shares owned outright | 1,500 |
| Deferred shares | 2,643 |
| Deferred stock units | 586 |
| Beneficial ownership (% of class) | <1% |
Alignment and safeguards:
- Directors must hold equity as specified; retainer is primarily delivered in equity .
- Anti-hedging policy for all associates/officers/directors; prohibition on pledging/margin accounts for Section 16 officers and directors; proxy confirms no pledging or hedging by directors .
Governance Assessment
- Board effectiveness: Active roles on LDC (executive pay/succession) and NCG (governance/ESG/related-party oversight) underscore influence on critical controls; FY2024 committee cadence appears robust (LDC 5; NCG 4) .
- Independence & attendance: Affirmed independent; Board asserts minimum attendance thresholds met; participation at annual meeting supports engagement .
- Ownership alignment: High equity mix in director pay and mandatory retention align incentives with long-term shareholder outcomes .
- Conflicts/related-party exposure: CLEAR vendor relationship and CLEAR board interlock with another HD director represent potential perceived conflicts; however, transactions reviewed as immaterial and arm’s-length, with structured oversight by NCG and a formal Related Person Transaction policy (no disclosable related-party transactions in FY2024). Continue monitoring for scale changes in purchases/services and ensure recusal where appropriate .
RED FLAGS to monitor:
- Vendor ties to CLEAR (where Seidman-Becker is Chair/CEO) and interlock with Jeffery H. Boyd necessitate ongoing rigorous NCG oversight and disclosure if materiality shifts .
- Overboarding policy: HD limits executive officers of other public companies to serving on the board of that company plus HD; Seidman-Becker’s current roles comply, but further additions would trigger NCG review under the Outside Board Policy .