Caryn Seidman Becker
About Caryn Seidman Becker
Caryn Seidman Becker, age 52, has served as Clear Secure’s Chairman and Chief Executive Officer since 2010 and as a director since June 6, 2021. She holds a B.S. in Political Science from the University of Michigan. Over the past ~15 years, she has grown CLEAR to 59 airports and over 30 million members, expanding B2B partnerships across travel, health and sports, and leading a team of ~4,000 employees . Under the company’s “pay versus performance” disclosures, CLEAR’s cumulative TSR since the June 2021 listing was $72 on an initial $100, versus $110 for the peer group at year-end 2024; management highlights Unlevered Free Cash Flow, Total Bookings, and TSR as key performance linkages in the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arience Capital | Managing Partner | 2002–2009 | Founded and ran >$1B value-oriented asset manager focused on consumer, tech, aerospace/defense and turnarounds |
| Iridian Asset Management | Managing Director | Pre-2002 | Institutional investing leadership |
| Arnhold and S. Bleichroeder | Assistant Vice President | Pre-Iridian | Investment banking experience |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| The Home Depot, Inc. (NYSE: HD) | Director | 2022–present | Public company board; governance experience |
| Lemonade, Inc. (NYSE: LMND) | Director | 2018–2022 | Public company board |
| CME Group, Inc. (NASDAQ: CME) | Director | 2009–2012 | Audit committee member |
| Partnership for New York City | Trustee | Current | Community leadership |
| New York-Presbyterian Hospital; 9/11 Memorial & Museum; School for Ethics and Global Leadership | Board Member | Current | Non-profit governance |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual AIP Payout (% of Target) | AIP Paid ($) | ULFCF Stretch Bonus ($) | Total Cash Incentive ($) |
|---|---|---|---|---|---|---|
| 2024 | 550,000 | 100% | 92.2% | 507,317 | ~105,000 | 612,680 |
| 2023 | 550,000 | 100% | 118% | 646,745 | — | 646,745 |
| 2022 | 424,999 | Not disclosed | Not disclosed | 246,279 | — | 246,279 |
Notes:
- 2024 AIP weighted 70% financial and 30% individual performance . ULFCF one-year “stretch” pool funded based on exceeding target ULFCF; CEO allocation ~$105,000 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash (AIP, 2024) | Total Bookings | 50% | ~35% YoY growth vs 2023 | 86.6% of target | 60.6% of target | Paid for FY2024 |
| Annual Cash (AIP, 2024) | ULFCF | 50% | ~76% YoY growth vs 2023 | 104.1% of target | 104.4% of target | Paid for FY2024 |
| ULFCF Stretch (2024) | ULFCF Above Target | n/a | Pool up to 5% of ULFCF above target | Target exceeded by 4.1% | Pool $421,500; CEO ~$105,000 | Paid for FY2024 |
| RSUs (2024 Annual Grant) | Time-based | n/a | Grant date value $5,000,000 | 259,740 units | n/a | Vests in equal tranches on Mar 1, 2025/26/27 |
| Founder PSUs (IPO) | Stock price hurdles (1.5x/2.0x/3.0x of $31 VWAP over 180-day periods) | n/a | As defined in IPO award | Unvested at 12/31/2024 | Up to 2,405,831 units eligible | Eligible 2nd–5th anniversaries of IPO, with interpolation and limited post-termination window |
RSU/PSU Vesting Schedule (selected CEO awards):
| Award | Grant Date | Units | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (Annual) | 2/29/2024 | 259,740 | 4,999,995 | 3 equal installments on Mar 1, 2025, 2026, 2027 |
| Founder PSUs | IPO (2021) | Up to 2,405,831 | Market-value contingent | 1.5x (year 2–5), 2.0x (year 3–5), 3.0x (year 4–5) of $31 VWAP; interpolation; limited post-termination eligibility; pro-rata on change-in-control |
Equity Ownership & Alignment
| Security (as of Mar 31, 2025) | Number of Shares/Units | Percentage | Notes |
|---|---|---|---|
| Class A Common (fully exchanged/converted basis) | 20,448,548 | 15.29% | Beneficial ownership |
| Class B Common (fully exchanged basis) | 20,182,033 | 78.92% | 20 votes/share; via Alclear structures |
| Combined Voting Power | — | 65.19% | Controlled company status; board elects to comply with NYSE independence rules |
Additional alignment mechanics:
- Robust stock ownership guidelines adopted Feb 2025: Co-Founders must hold shares equal to 10x annual base salary; directors 5x annual cash retainer; PSUs and options do not count; five-year compliance window; mandatory 50% net-after-tax holding until compliant .
- Prohibition on hedging and pledging of company securities for directors/officers/employees .
- CEO receives no separate director compensation; non-executive director program includes cash/equity retainers, but not applicable to management directors .
Employment Terms
- No employment agreement for the CEO; non-compete and non-solicit covenants tied to Alclear units apply during service and for 12 months after .
- Clawback policy compliant with SEC/NYS E: recoupment of erroneously awarded incentive compensation in restatement scenarios over prior three fiscal years .
- Change-in-control and severance mechanics: standard RSUs/PSUs have “double-trigger” vesting (involuntary termination without cause or resignation for good reason within 3 months before/12 months after CoC); Founder PSUs follow price/interpolation provisions rather than time-based acceleration .
- Illustrative 12/31/2024 values under death/CoC: CEO RSUs would vest with value $6,919,473 on death and on qualifying double-trigger CoC; PSUs prorate at target if performance determinable; amounts based on $26.64 stock price .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 437,434,000 [*] | 613,579,000 [*] | 770,488,000 [*] |
| EBITDA ($) | -116,927,000* | 32,943,000* | 134,249,000* |
| Net Income ($) | -65,573,000* | 28,108,000 [*] | 169,676,000 [*] |
| Diluted EPS (Continuing) ($) | -0.798454* | 0.306471 [*] | 1.558874 [*] |
| EBITDA Margin (%) | -26.73%* | 5.37%* | 17.42%* |
Values retrieved from S&P Global. [*] S&P Global citations included where provided by the tool; asterisks indicate values without document citations and thus sourced from S&P Global.
Board Governance
- Dual role: CEO also serves as Chairman; the board designated a Lead Independent Director (Jeffery H. Boyd) with robust authorities (agenda/materials approval, presiding at executive sessions, liaison role, authority to call meetings, availability to major shareholders) to mitigate concentration of power .
- Independence: Despite “controlled company” status, CLEAR elects to comply with NYSE independence requirements; a significant majority of the board is independent, and all Audit, Compensation, and Nominating & Corporate Governance committees are 100% independent .
- Board operations: 6 board meetings in 2024; all directors attended ≥75% of meetings; regular executive sessions without management at least quarterly .
- Executive compensation oversight: Independent Compensation Committee uses ClearBridge Compensation Group; transitioned senior management (including Co-Founders) to annual equity grants in 2024–2025; maintains pay-for-performance with Bookings and ULFCF metrics, double-trigger vesting, clawback, and stock ownership guidelines .
Investment Implications
- Alignment and retention: Very high insider voting control and substantial beneficial ownership create strong alignment; 2025 adoption of 10x salary ownership guidelines and anti-hedging/pledging further reduces agency risk. The addition of annual RSUs beginning 2024–2025 improves retention cadence but may add predictable vest-date selling pressure; insider trading windows and policies apply .
- Pay-for-performance: Shift to ULFCF and Bookings as primary annual metrics ties incentives to growth and cash generation; 2024 payouts below target on Bookings but above target on ULFCF reflect margin discipline. The 2024 ULFCF stretch bonus suggests a board emphasis on cash economics, supportive of FCF-based valuation and potential shareholder returns .
- Founder PSUs risk window: Founder PSUs remain unearned with price hurdles between 1.5x–3.0x of the $31 IPO price; measurement window closes by mid-2026. Failure to meet hurdles would forfeit a large potential award; conversely, achieving sustained price hurdles could crystallize significant insider equity, possibly impacting supply/demand around vesting windows and takeout scenarios (interpolated vesting on change-in-control) .
- Governance balance: CEO/Chair dual role is offset by a robust Lead Independent Director and fully independent committees. Continued compliance with NYSE independence standards despite controlled status is a governance positive for external investors .
Overall, Caryn Seidman Becker’s compensation is increasingly structured around annual equity and ULFCF/Bookings outcomes, with strong ownership alignment and governance safeguards; near-term investor signals include monitoring ULFCF momentum (bonus pools), RSU vesting calendars, and any developments relative to Founder PSU stock-price hurdles .