Shawn Henry
About Shawn Henry
Shawn Henry (age 63) is an independent director of Clear Secure, Inc. (YOU) serving since June 14, 2023. He brings deep cybersecurity and law enforcement leadership, having served 24 years at the FBI and later senior roles at CrowdStrike, including Chief Security Officer (2012–March 2025), President of CrowdStrike Services (2012–2022), and currently Executive Advisor to the CEO (since March 2025). He holds a B.B.A. from Hofstra University, an M.S. in Criminal Justice Administration from Virginia Commonwealth University, and is a graduate of the Homeland Security Executive Leadership Program of the Naval Postgraduate School. He is designated by the Board as an “independent director” under SEC and NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Executive Advisor to the CEO | Since March 2025 | Strategic cybersecurity leadership support |
| CrowdStrike Holdings, Inc. | Chief Security Officer | 2012–March 2025 | Enterprise cyber risk oversight |
| CrowdStrike Services | President | 2012–2022 | Built/professionalized incident response practice |
| Federal Bureau of Investigation | Executive Assistant Director; Special Agent (24 years) | EAD: 2010–2012; FBI career: 24 years | Oversaw global criminal & cyber investigations; created National Cyber Investigative Joint Task Force; Presidential Rank Award for Meritorious Executive |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| ShoulderUp Technology Acquisition Corp. (NYSE: SUAC) | Director; Chairman of the Board | Since 2019 (Chair currently) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Henry is independent under SEC and NYSE listing requirements |
| Committee Assignments | Audit Committee member |
| Audit Committee Meetings | 5 meetings held in 2024; Henry served as member |
| Financial Expert | Board determined Henry qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K |
| Attendance | Board met 6 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors as part of governance framework |
| Term | Directors elected to one‑year terms; 2025 nominees (including Henry) stand for election for terms expiring at the 2026 annual meeting |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $35,000 | Non‑executive directors’ cash retainer |
| Committee/Board Fees (Actual) | Included in cash | 2024 “Fees Earned or Paid in Cash” for Henry totaled $35,000 |
| Annual Equity Retainer (Grant Value) | $175,000 | Granted as RSUs at annual meeting; vests on earlier of 1 year or next annual meeting |
| Henry 2024 RSU Grant | 9,771 RSUs | Granted June 13, 2024; grant date fair value $174,999 |
| Total 2024 Director Comp (Henry) | $209,999 | Cash $35,000 + Stock Awards $174,999 |
| Chair/Lead Fees (Program) | Audit Chair $20,000; Comp Chair $12,000; Nominating Chair $8,000; Lead Independent $30,000 | Program components; Henry is not a chair/lead |
Performance Compensation
| Element | Status |
|---|---|
| Performance‑Conditioned Pay for Directors | None disclosed; director equity is time‑based RSUs; the Company does not grant stock options or SARs to directors |
In February 2025, the Company introduced an elective compensation deferral program allowing non‑executive directors to receive cash retainer in RSUs that vest quarterly and defer settlement of RSUs until termination of Board service, enhancing alignment with shareholders.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Commentary |
|---|---|---|
| ShoulderUp Technology Acquisition Corp. (SUAC) | Director; Chairman | No related‑party transactions involving Henry disclosed; Audit Committee oversees related‑party policy and approvals |
- Compensation Committee interlocks: none requiring disclosure for the Company in 2024; committee composition was fully independent.
- Governance guidelines include limits on excessive simultaneous board service and prohibit hedging/pledging of Company securities.
Expertise & Qualifications
- Cybersecurity and incident response leadership from FBI and CrowdStrike; established federal cyber task force; recognized with Presidential Rank Award.
- Designated audit committee financial expert; experience in risk oversight and internal controls.
- Formal education in business and criminal justice; advanced leadership training via Naval Postgraduate School program.
Equity Ownership
| Item | Amount |
|---|---|
| Class A shares beneficially owned (fully exchanged & converted basis) | 4,704; less than 1% of Class A |
| RSUs held as of Dec 31, 2024 | 19,180 RSUs (excluded from “beneficial” if not vesting within 60 days of March 31, 2025) |
| Hedging/Pledging | Prohibited for directors and employees; includes margin purchases/pledges |
| Stock Ownership Guidelines | Non‑management directors must hold stock equal to 5× annual cash retainer; qualifying equity includes vested/unvested RSUs and deferred share units; PSUs/options are not qualifying; expected compliance within 5 years from later of Feb 2025 or appointment date |
| Section 16(a) Compliance | No delinquent or late filings reported for 2024 |
Governance Assessment
-
Strengths:
- Independent director with deep cyber/risk credentials; designated audit committee financial expert, reinforcing financial and compliance oversight.
- High equity alignment via annual RSUs; deferral program further aligns director incentives with long‑term shareholder value; prohibitions on hedging/pledging reduce misalignment risk.
- Attendance and engagement meet Board thresholds; Audit Committee met 5 times in 2024 with active oversight of internal controls and external audit independence.
-
Watch items:
- External roles (Chair of SUAC; advisory role at CrowdStrike) warrant ongoing monitoring for potential related‑party transactions; Company’s Audit Committee policy provides review/approval safeguards.
-
RED FLAGS: None disclosed specific to Henry (no related‑party transactions, no hedging/pledging, no Section 16 delinquencies).