Peter Scher
About Peter Scher
Peter Scher (age 63) is an independent director of Clear Secure, Inc. (YOU) since August 1, 2024. He is Vice Chairman of JPMorgan Chase, formerly a member of its Operating Committee (2018–2024), with prior leadership across government relations, corporate responsibility, and regional leadership; he holds a B.A. in Political Science and a J.D. from American University. The Board designated him independent under NYSE rules and highlighted his strategy, policy, financial services, and healthcare experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Vice Chairman; leads Morgan Health; cross‑business leadership teams; JP Morgan International Council | 2021–present; Operating Committee 2018–2024 | Senior executive leadership; healthcare investing/operations; multi‑market leadership |
| JPMorgan Chase | Global Head of Corporate Responsibility | 2011–2021 | Oversight of firmwide CSR strategy |
| JPMorgan Chase | Chairman, Mid‑Atlantic Region | 2015–2021 | Regional leadership and strategy |
| JPMorgan Chase | Head of Global Government Relations | 2008–2011 | Government affairs leadership |
| Mayer Brown (law firm) | Partner; Chair, Government & Global Trade Practice; Head, Washington Office | 2000–2008 | Led government and trade practice |
| U.S. Government | U.S. Special Trade Ambassador (Senate-confirmed) | 1997–2000 | Senior trade role in federal government |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centivo (healthcare company, private) | Director | Current | Board member |
| Greater Washington Partnership | Founder; Chairman of the Board | Historical/current (not dated) | Business/civic alliance leadership |
| Other public company directorships | — | — | None disclosed for Scher |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (not Chair). The committee met 4 times in 2024; members: Boyd (Chair), Collins, Scher, Wiener .
- Independence: Board determined Scher is an independent director under SEC/NYSE standards .
- Attendance: Board met 6 times in 2024; all directors who served during 2024 attended at least 75% of Board and applicable committee meetings .
- Board structure: Company is a “controlled company” but elects to comply with majority‑independent board and fully independent key committees; Lead Independent Director is Jeffery H. Boyd .
- Executive sessions: Non‑management directors meet at least quarterly; independent directors meet in executive session at least annually .
Fixed Compensation
| Component | Policy/Amount | Status for Scher (FY2024) |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $35,000 per year | $17,500 cash fees earned in 2024 (prorated, joined Aug 1, 2024) |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $12,000; Nominating & Gov Chair $8,000 | Not applicable (member, not chair) |
| Lead Independent Director fee | $30,000 | Not applicable |
| Deferred compensation | Elective program adopted Feb 2025 to take cash retainer in RSUs and/or defer RSU settlement | Available beginning 2025 |
Performance Compensation
| Grant/Plan | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|---|
| One‑time new director equity award | Aug 1, 2024 | RSUs | 16,908 | $349,996 | Vests in three equal installments on each of the first three anniversaries of the grant date; no performance metrics disclosed (time‑based) |
| Annual equity retainer (program) | At annual meeting (e.g., June 13, 2024 for incumbents) | RSUs | Program value $175,000 (e.g., 9,771 RSUs in 2024 for other directors) | $175,000 | Vests on earlier of one year from grant or next annual meeting; time‑based (not performance‑based) |
Mix and alignment: In 2024, Scher’s compensation was heavily equity‑weighted (cash $17,500 vs. equity $349,996), supporting alignment with shareholders via multi‑year time‑based vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Scher |
| Private/non‑profit boards | Centivo (Director); Greater Washington Partnership (Founder/Chairman) |
| Interlocks | Compensation Committee interlocks for 2024: none among committee members; Scher not on the Compensation Committee |
| Related‑party transactions | On appointment, company disclosed no transactions >$120,000 in which Scher had a direct/indirect material interest; standard indemnification agreement executed |
Expertise & Qualifications
- Financial services executive leadership (JPMorgan Vice Chairman; Operating Committee 2018–2024) and healthcare delivery/benefits exposure through Morgan Health .
- Government, policy, and trade expertise (former U.S. Special Trade Ambassador; senior government roles) .
- Legal and regulatory background (former Mayer Brown partner and Washington office head) .
- Education: B.A., American University; J.D., American University Washington College of Law .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | Not listed with a positive share count in Class A or Class B beneficial ownership tables (shown as “—”) |
| Unvested RSUs (excluded from beneficial table unless vesting within 60 days) | 16,908 RSUs for Scher (not scheduled to vest within 60 days) |
| Ownership guidelines | Directors must own stock equal to 5x annual cash retainer (adopted Feb 2025) |
| Hedging/pledging | Company prohibits hedging and pledging of Company securities by directors |
Insider Trades (Section 16)
| Date | Filing | Transaction | Shares | Price | Ownership Post |
|---|---|---|---|---|---|
| — | — | No Form 4 transactions were disclosed in the 2025 Proxy or in Scher’s 8‑K appointment filing; investors should refer to current Form 4s for updates | — | — | — |
Governance Assessment
-
Positives
- Independence affirmed; service on Nominating & Governance supports board refresh/succession and governance oversight; committee fully independent; meetings held (4 in 2024) .
- Strong alignment mechanisms: substantial equity grant with multi‑year vesting; director stock ownership guidelines (5x cash retainer) adopted Feb 2025; hedging/pledging prohibited .
- Board operates with majority independent directors despite controlled company status; Lead Independent Director structure and regular executive sessions bolster oversight; aggregate attendance ≥75% .
-
Watch items / potential risks
- Initial beneficial ownership is low (no listed owned shares as of Mar 31, 2025), with alignment primarily via unvested RSUs; monitor guideline compliance over time .
- Company is a “controlled company” (although electing to comply with independence requirements); continue monitoring for any shifts that could affect minority shareholder protections .
-
Conflicts and related‑party review
- On appointment, company disclosed no related‑party transactions involving Scher; standard indemnification executed; company maintains a formal related‑party transactions policy administered by the Audit Committee .