Jeffery H. Boyd
About Jeffery H. Boyd
Jeffery H. Boyd (age 68) is Lead Independent Director at Clear Secure, Inc. and Chair of the Nominating and Corporate Governance Committee; he has served on the board since June 6, 2021 . He was CEO, President, and later Chairman of Booking Holdings (formerly Priceline), and holds a BA from St. Lawrence University and a JD from Cornell Law School . The Board has affirmatively determined he is independent under NYSE rules, and all directors met at least 75% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booking Holdings Inc. (NASDAQ: BKNG) | Chief Executive Officer and President; Interim CEO; Chairman; Director | CEO/President 2002–2013; Interim CEO 4/2016–12/2016; Chairman 2016–2020; Director 2001–2021 | Led large-scale digital travel growth; governance and strategic oversight |
| Booking Holdings Inc. | President & Co-CEO; Chief Operating Officer; EVP, General Counsel & Secretary | President & Co-CEO Aug–Nov 2002; COO 2000–2002; EVP/GC/Secretary Jan–Oct 2000 | Built operational, legal, and governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oscar Health, Inc. (NYSE: OSCR) | Chairman of the Board | Since 2021 | Health insurance sector leadership |
| The Home Depot, Inc. (NYSE: HD) | Director | Since 2016 | Retail board service; note interlock with YOU CEO also HD director |
Board Governance
- Independence: Determined independent; Clear is a “controlled company” that nonetheless complies with NYSE independence requirements across committees .
- Roles: Lead Independent Director with defined responsibilities (agenda/material approvals, presiding over executive sessions, liaison to Chair, calling meetings of independents, shareholder consultation availability) .
- Committee: Chair, Nominating & Corporate Governance; committee also oversees CSR and environmental governance .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Prohibitions on hedging/pledging; stock ownership guidelines adopted Feb 2025; executive sessions of independent directors; annual self-assessments .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $35,000 | Non-executive director cash retainer |
| Lead Independent Director Fee | $30,000 | Additional fee for Lead Independent Director role |
| Nominating & Governance Committee Chair Fee | $8,000 | Chair fee |
| Cash Fees Earned (2024) | $73,000 | Matches sum of retainer + lead + chair |
| Annual Equity Retainer (RSUs) | $175,000 grant-date value | Granted at annual meeting; vests earlier of 1 year or next annual meeting |
| Stock Awards (2024) | $174,999 | 9,771 RSUs granted 6/13/2024 to each non-executive director (except Scher) |
| Total Director Compensation (2024) | $247,999 | Cash + equity |
Performance Compensation (Director)
Directors receive time-based RSUs; no performance metrics apply to director equity. Vesting schedules and grant specifics:
| Grant Type | Grant Date | Number of RSUs | Vesting | Fair Value |
|---|---|---|---|---|
| Annual director RSUs | 06/13/2024 | 9,771 | Vests on earlier of 1-year anniversary or next annual meeting date | $174,999 |
- Elective deferral program (adopted Feb 2025): Non-executive directors may elect to receive cash retainers in RSUs vesting quarterly over one year and may defer RSU settlement until termination of Board service .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| The Home Depot, Inc. (HD) | Director since 2016 | Interlock: YOU CEO Caryn Seidman Becker is also an HD director since 2022 . |
| Oscar Health, Inc. (OSCR) | Chairman since 2021 | No disclosed transactions with YOU |
Expertise & Qualifications
- Deep executive experience in e-commerce, travel, and digital marketing; former CEO/Chairman of Booking Holdings, extensive governance and strategic management credentials .
- Legal training (JD, Cornell) and corporate leadership background (GC/Secretary roles) enhancing governance oversight .
- Assessed by YOU Board as bringing health care, e-commerce, sales, and digital marketing expertise beneficial to Clear’s strategy .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 961,929 shares of Class A Common Stock on a fully exchanged and converted basis; less than 1% of Class A; no Class B ownership .
- RSU holdings (as of Dec 31, 2024): 9,771 RSUs outstanding .
- Ownership guidelines (adopted Feb 2025): Directors are expected to own CLEAR stock with value ≥5x annual cash retainer; compliance expected within 5 years; prohibited from hedging or pledging company stock .
Insider trades (Form 4):
| Date | Security | Code | Shares | Price | Notes |
|---|---|---|---|---|---|
| 06/13–06/14/2024 | Class A Common Stock (RSUs) | A | 9,771 | — | Annual director RSU grant disclosed via Form 4 |
| 08/15/2024 | Class A Common Stock | S | 150,000 | $28.14 (weighted avg.) | Sale under Rule 10b5-1 plan adopted 12/14/2022 |
| 08/19/2024 | Alclear LLC units/Class C → Class A | D/A | 150,000 | — | Exchange of non-voting Alclear units and Class C into Class A; ongoing exchange rights; also references indirect holdings via Brothers Brook, LLC (230,811 Class C) |
| 06/09/2025 | Class A Common Stock | — | — | — | Additional Form 4 filed; see filing for details |
- Section 16(a) compliance: Company reported no failures or late filings for fiscal 2024 .
Governance Assessment
- Strengths supporting investor confidence:
- Lead Independent Director role with robust authorities over agendas/materials, executive sessions, and shareholder consultation; clearly defined in governance guidelines .
- Independence affirmed; committees (Audit, Compensation, Nominating & Governance) 100% independent; Clear voluntarily complies despite “controlled company” status .
- Active committee leadership as Nominating & Governance Chair; that committee oversees succession planning and CSR/environmental governance, enhancing board effectiveness .
- Attendance threshold met; all directors ≥75% of Board/committee meetings in 2024; full annual meeting attendance .
- Alignment mechanisms: director stock ownership guidelines (≥5x retainer), hedging/pledging prohibitions; elective RSU deferral program for directors adopted in 2025 .
- Watch items / potential red flags:
- Insider sale of 150,000 shares in Aug 2024 could be perceived negatively, though executed under a pre-existing Rule 10b5-1 plan; monitor future sales and alignment versus ownership guidelines .
- Board interlock at The Home Depot with YOU’s CEO may create perceived network influence; no related-party transactions disclosed, but investors may monitor for conflicts or undue influence .
- Significant external commitments (HD, OSCR chair) require continued monitoring for overboarding risks; Clear states it limits excessive simultaneous board service, but specific limits are not disclosed in the proxy .
Overall, Boyd’s governance posture—independence, lead director responsibilities, committee chair role, attendance, and ownership policy alignment—supports board effectiveness. The August 2024 sale under a 10b5-1 plan and external board commitments are the main items to watch for potential perception or overboarding risk .