Kathryn A. Hollister
About Kathryn A. Hollister
Independent director since June 29, 2021 (age 65), Kathryn A. Hollister is Audit Committee Chair and a member of the Compensation Committee at Clear Secure, Inc. (YOU). She is a former Chief Strategy Officer of Deloitte’s global tax and legal practice, a CPA (non‑practicing) and licensed/inactive attorney, and has been designated an “audit committee financial expert.” Education: B.A., Duke University; J.D., University of Cincinnati College of Law. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (Global Tax & Legal) | Chief Strategy Officer | 2015–2019 | Led strategy across 45,000 professionals; executive leadership, risk and financial governance focus |
| Deloitte (U.S.) | Partner; Managing Partner, U.S. Business Tax Service | 1984–2020 | Served public and private clients; senior leadership in tax advisory |
| Deloitte LLP (U.S.) | Board Director | 2008–2015 | U.S. board governance experience |
| Deloitte Touche Tohmatsu | Global Board Director | 2010–2015 | Global governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Endava plc (NYSE: DAVA) | Director | 2022–present | Nominations (member, since 2022); Remunerations (member, since 2022; Chair since Oct-2023); Audit (member since Feb-2025) |
| First Solar, Inc. (NASDAQ: FSLR) | Director (prior) | 2021–2022 | — |
| Duke University | Trustee | Current | Board of Trustees |
| UC Health Foundation / UC Health LLC | Director | Current | Board service |
Board Governance
- Independence: Board determined Hollister is independent under SEC and NYSE rules; Committee membership fully independent.
- Committees: Audit (Chair, effective Feb 20, 2025); Compensation (member). Hollister and Shawn Henry qualify as “audit committee financial experts.”
- Attendance/Engagement: Board met 6 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; directors encouraged to attend annual meeting (all attended in 2024).
- Executive sessions: Regular executive sessions of independent directors; lead independent director role established (Jeffery Boyd).
- Risk oversight: Audit Committee oversees financial reporting, internal control, compliance, and cybersecurity risk, with periodic expert updates.
- Controlled company context: YOU is a “controlled company” but elects to follow NYSE independence requirements for the Board and key committees.
Fixed Compensation
Program elements for non‑executive directors (2024):
- Annual cash retainer: $35,000; Annual equity retainer: $175,000 (RSUs; vest on 1‑year anniversary or next annual meeting); One‑time new director equity: $350,000 (3‑year vesting). Chair/lead fees: Lead Independent $30,000; Audit Chair $20,000; Compensation Chair $12,000; Nominating Chair $8,000.
Hollister – 2024 actuals:
| Item | 2024 Amount / Detail |
|---|---|
| Fees earned (cash) | $35,000 |
| Stock awards (grant-date fair value) | $174,999 |
| RSUs granted (count) | 9,771 RSUs (granted June 13, 2024) |
| RSU vesting terms | Annual grant vests earlier of 1 year or next annual meeting |
| Total 2024 director comp | $209,999 |
| 2025 note | Audit Chair role effective Feb 20, 2025 (programmed chair fee: $20,000) |
Additional features
- Elective deferral (adopted Feb 2025): Directors may take cash retainers in RSUs vesting quarterly over one year, and defer RSU settlement until end of Board service.
Performance Compensation
For non‑executive directors, compensation is not tied to specific performance metrics; equity is time‑based RSUs under the 2021 Omnibus Incentive Plan to align with shareholders.
| Performance Metric Used in Director Pay | Weighting | Notes |
|---|---|---|
| None disclosed (time‑based RSUs only) | N/A | Director equity vests by time; no performance hurdles for director grants |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | Endava plc (DAVA) – Director; Remunerations Chair; Nominations member; Audit member since Feb 2025 |
| Prior public boards | First Solar (FSLR) – Director 2021–2022 |
| Committee interlocks | Compensation Committee (2024 members included Hollister); no relationships requiring Item 404 disclosure; no insider participation. |
| Potential interlocks with YOU ecosystem | None disclosed with YOU customers/suppliers/competitors. |
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; extensive financial governance, risk management, and regulatory experience from Deloitte leadership.
- Compensation/governance: Experience overseeing executive compensation and succession; chairs Remunerations at Endava.
- Credentials: CPA (non‑practicing) and licensed/inactive lawyer (Ohio).
- Education: B.A. (Duke); J.D. (Univ. of Cincinnati).
Equity Ownership
| Measure | Amount / Policy | Notes |
|---|---|---|
| Beneficial ownership | 26,671 Class A equivalents (fully exchanged/converted basis) | As of March 31, 2025 reporting table |
| RSUs held (12/31/2024) | 9,771 RSUs | Aggregate RSUs held as of fiscal year‑end 2024 |
| Stock ownership guidelines (Directors) | 5x annual cash retainer (i.e., 5 × $35,000) | Applies to non‑management directors; adopted Feb 2025 |
| Time to comply | 5 years from guideline effective date or appointment; 50% net shares must be held until compliant | Qualifying: Common, vested/unvested RSUs; PSUs/options excluded |
| Hedging/pledging | Prohibited | Applies to directors, officers, employees |
Governance Assessment
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Strengths
- Independent director designated as audit committee financial expert; now serving as Audit Chair—supports oversight of reporting, controls, and cybersecurity risk.
- Strong engagement (≥75% attendance in 2024) and participation on key committees (Audit Chair; Compensation member).
- Alignment mechanisms: meaningful annual equity retainer, robust stock ownership guidelines (5× cash retainer), prohibition on hedging/pledging, optional deferral to stock-settled RSUs.
- No Compensation Committee interlocks or Item 404 related‑party relationships disclosed for 2024.
- No delinquent Section 16 filings reported for 2024.
-
Considerations / potential red flags
- Controlled company with multi‑class voting (Class B/D at 20 votes per share) may reduce minority shareholder influence; however, the Board voluntarily complies with NYSE independence standards and maintains fully independent key committees.
- Director‑level performance metrics are not used (standard for U.S. boards), so alignment relies on equity retainer, ownership guidelines, and governance practices rather than explicit pay‑for‑performance hurdles at the Board level.
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Net view for investors
- Hollister’s audit, financial, and governance background, combined with independent status and leadership of the Audit Committee, is supportive of board effectiveness and investor confidence; no conflicts or attendance concerns are evident from disclosed materials.