Michael Z. Barkin
About Michael Z. Barkin
Michael Z. Barkin, age 47, is President of Clear Secure, Inc. (YOU) since March 2025 and has served on the Board since 2021. He previously was EVP & CFO (2013–2022) and VP Strategy & Development (2012–2013) at Vail Resorts; earlier roles include Bain Capital Partners, Bain & Company, and KRG Capital Partners. He holds a B.A. from Williams College and an MBA from Stanford University . Company performance context: revenues grew from $437.4M (FY22) to $613.6M (FY23) to $770.5M (FY24); EBITDA improved from -$116.9M (FY22) to $33.0M (FY23) to $134.2M (FY24); net income moved from -$65.6M (FY22) to $28.1M (FY23) to $169.7M (FY24).* Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vail Resorts (NYSE: MTN) | EVP & CFO | 2013–2022 | Led finance and capital allocation during growth and transformation |
| Vail Resorts | VP, Strategy & Development | 2012–2013 | Corporate strategy and development execution |
| KRG Capital Partners | Principal | 2006–2012 | Managed acquisitions; portfolio oversight across sectors |
| Bain Capital Partners | Investment professional | Prior to 2006 | Private equity investing experience |
| Bain & Company | Consultant | Prior to 2006 | Strategy consulting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Evolve Vacation Rental Network, Inc. | Board Chair | Since 2023 | Board leadership in vacation rental platform |
| Museum of Contemporary Art, Denver | Trustee | Current | Civic/arts governance engagement |
Fixed Compensation
| Component | Term | Amount/Terms | Source |
|---|---|---|---|
| Base Salary | President appointment (effective Mar 31, 2025) | $550,000 | |
| Target Bonus | Initial target at appointment | 90% of salary |
Performance Compensation
| Award | Grant Date | Grant Value | Metrics/Structure | Vesting | Source |
|---|---|---|---|---|---|
| Sign-on RSUs | Feb 20, 2025 (approved; effective Mar 31, 2025) | $5,000,000 | Time-based RSUs | Eligible to vest over total of 3 years | |
| 2025 Annual RSUs/PSUs | Apr 1, 2025 | $7,500,000 | Annual program of time-based RSUs + PSUs | Time-based portion vests in three annual installments (Feb 27 each year); performance portion cliff-vests Feb 27, 2028 | |
| Plan structure (general) | Ongoing | Equity under 2021 Omnibus Plan | Annual awards typically a mix of RSUs and PSUs; PSUs payout 0–150% subject to corporate financial goals | Multi-year vesting |
Company AIP structure (illustrative from FY2024):
- Financial component = 70% of target bonus; split: 50% Total Bookings, 50% ULFCF; individual component = 30% .
- FY2024 Achievements: Total Bookings 86.6% of target (payout 60.6%); ULFCF 104.1% of target (payout 104.4%) .
- A one-year ULFCF stretch pool funded at $421,500 for 2024 based on exceeding ULFCF target by 4.1% .
| Metric | Weighting | Target context | Actual | Payout | Source |
|---|---|---|---|---|---|
| Total Bookings | 50% of financial | ~35% YoY growth target (vs FY2023) | 86.6% of target | 60.6% of target | |
| ULFCF | 50% of financial | ~76% YoY growth target (vs FY2023) | 104.1% of target | 104.4% of target |
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Beneficial ownership (Mar 31, 2025) | 170,235 Class A shares on a fully exchanged and converted basis | Comprised of 163,179 Alclear Units + equal Class C shares and 7,056 Class A shares |
| Director RSUs held (Dec 31, 2024) | 9,771 RSUs | Part of 2024 non-exec director equity retainer |
| Ownership guidelines (Feb 2025) | Executives: 3× base salary; Founders: 10×; Directors: 5× annual cash retainer | Qualifying: CLEAR Common Stock, vested/unvested RSUs (PSUs excluded). 5-year compliance; 50% net after-tax hold until met |
| Hedging/Pledging | Prohibited for directors, officers, employees | Alignment safeguard |
Employment Terms
- Appointment and duties: President role under Employment Agreement dated Feb 20, 2025; continues Board service but cannot serve on independent committees .
- Severance: If terminated without cause or for Good Reason, 12 months of salary and health benefits (release required) .
- 280G cutback: Best-net reduction to avoid 4999 excise tax; ordering of reductions specified .
- Clawback: Subject to NYSE/legal clawback requirements and company policy .
- Stock awards: Annual equity under 2021 Omnibus Plan; time-based and performance-based RSU agreements referenced in appendices; grant schedule/vesting as above .
Board Governance
- Board service: Director since June 6, 2021; transitioned to President in March 2025 .
- Committee service history: Previously Audit Committee Chair; resigned from Audit and Compensation Committees in Feb 2025 upon appointment to President .
- Independence: Board has >75% independent directors; Barkin now an executive director (not independent) .
- Lead Independent Director: Jeffery H. Boyd with defined duties .
- Board activity: Six meetings in 2024; all directors ≥75% attendance; executive sessions held regularly .
Director Compensation (when non-executive in 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees earned (cash) | $55,000 | Committee/board fees |
| Stock awards (RSUs) | $174,999 | 9,771 RSUs granted June 13, 2024 (annual retainer) |
| Total (2024) | $229,999 | |
| Program parameters: annual cash retainer $35,000; annual equity retainer $175,000; Lead Independent Director $30,000; Audit Chair $20,000; Compensation Chair $12,000; Nominating Chair $8,000 . Director RSUs vest on the earlier of one year or next annual meeting; new director one-time RSUs vest in three annual installments . Elective deferral program adopted Feb 2025 for cash retainer into RSUs; settlement deferrable until board exit . |
Compensation Peer Group (used for benchmarking)
Braze, Bumble, Chegg, Commvault Systems, Five9, Gogo, Jamf Holding, Okta, Phreesia, Qualys, Rapid7, Smartsheet, Tenable, Warby Parker, Workiva .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay approval: For 598,623,730; Against 2,583,805; Abstain 220,836; Broker non-votes 7,138,420 .
- Director re-election votes (2025): Barkin For 599,933,897; Withheld 1,494,474 .
Performance & Track Record
- Pay-versus-performance disclosures: Company TSR implied value of initial $100 investment at $72 for 2024; net income $225.3M; ULFCF $215.8M (company metrics emphasized: TSR, ULFCF, Total Bookings) .
- Operating priorities: Member growth, Total Bookings, free cash flow; 2025 free cash flow guidance at least $310M referenced on Feb 26, 2025 call .
Equity Ownership & Alignment Table (Company Performance Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $437,434,000 | $613,579,000 | $770,488,000 |
| EBITDA (USD) | -$116,927,000* | $32,943,000* | $134,249,000* |
| Net Income (USD) | -$65,573,000 | $28,108,000 | $169,676,000 |
| *Values retrieved from S&P Global. |
Risk Indicators & Red Flags
- Hedging/pledging of company stock prohibited (reduces misalignment risk) .
- Clawback policy in place (recoupment for restatements) .
- No excise tax gross-ups on change-in-control payments (shareholder-friendly) .
- Double-trigger vesting standard for RSUs/PSUs on change-in-control for NEOs (alignment with retention objectives) .
- Section 16(a) compliance: Company aware of no failures/late reports for FY2024 .
Executive-Specific Observations
- Compensation structure vs performance metrics: As President, Barkin’s variable pay is heavily equity-based (RSUs/PSUs) with three-year vesting cadence, consistent with pay-for-performance and retention; Company’s AIP gates payout on ULFCF threshold and weights financial metrics (Bookings, ULFCF) at 70% .
- Vesting schedules and potential selling pressure: Sign-on RSUs and time-based portions vest annually (Feb 27), while PSUs cliff-vest Feb 27, 2028; standard blackout and trading policies plus hedging/pledging prohibitions mitigate adverse signals .
- Ownership alignment: Beneficial ownership 170,235 shares; executive ownership guidelines at 3× salary instituted; PSUs not counted toward guideline; no pledging permitted .
- Employment economics: Severance at 12 months of salary and health benefits; 280G “best-net” cutback; clawback applies; awards under Omnibus Plan .
- Board governance dual-role: Transition from independent director/Audit Chair to executive director; resigned committee roles upon appointment to maintain committee independence; Board maintains majority independent composition with a Lead Independent Director .
Investment Implications
- Alignment and retention: Multi-year equity vesting and ownership guidelines support long-term alignment; expect periodic vest-related supply around February annually, but hedging/pledging bans and insider policies temper risk .
- Performance orientation: Company compensation metrics emphasize Bookings and ULFCF, consistent with growth and cash generation; FY2024 outcomes and 2025 FCF outlook suggest continued focus on cash discipline .
- Governance quality: Resignation from key committees upon becoming President mitigates independence concerns; robust clawback and no gross-ups favorable for governance-sensitive investors .
- Monitoring: Track Form 4s for Barkin post-vesting dates, PSU certification outcomes, and any changes to annual equity targets; maintain surveillance on Say-on-Pay results and peer benchmarking stability. (Note: Form 4 transaction data not retrieved in this analysis; recommend ongoing monitoring.)
All quantitative values not directly cited to company documents (e.g., Revenues, EBITDA, Net Income) are retrieved from S&P Global via GetFinancials.
References: DEF 14A (Apr 11, 2025) **[1856314_0001193125-25-079137_d876278ddef14a.htm:15]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:16]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:17]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:18]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:19]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:29]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:33]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:35]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:40]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:48]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:52]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:54]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:58]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:59]** **[1856314_0001193125-25-079137_d876278ddef14a.htm:62]**; 8-K (Feb 26, 2025) **[1856314_0001856314-25-000006_you-20250220.htm:2]** **[1856314_0001856314-25-000006_you-20250220.htm:3]** **[1856314_0001856314-25-000006_exhibit102-barkinexecutive.htm:0]** **[1856314_0001856314-25-000006_exhibit102-barkinexecutive.htm:2]** **[1856314_0001856314-25-000006_exhibit102-barkinexecutive.htm:17]** **[1856314_0001856314-25-000006_exhibit103-jhsuexecutiveem.htm:19]**; Annual meeting results 8-K (Jun 9, 2025) **[1856314_0001856314-25-000099_you-20250605.htm:1]**; Earnings call transcript (Feb 26, 2025) **[1856314_YOU_3417897_3]** **[1856314_1973198_2]**.