Clear Street Group (CSIG) investor relations material

Management team and governance

• Executive employment agreements detail roles, compensation, and restrictive covenants for key executives, including the Co-CEOs, Chief Information Officer, and Head of Institutional, with clear terms on at-will employment, performance bonuses, equity awards, and non-compete clauses.

• Equity compensation for executives includes time-vested RSUs and options, often subject to both time and liquidity event requirements, with acceleration provisions upon change of control or termination without cause.

• Non-compete, non-solicitation, and non-disparagement agreements are standard for senior management, with post-employment restrictions ranging from 9 months to 2 years, and company-paid non-compete periods.

• Indemnification agreements provide directors and officers with broad protection against liabilities, advancement of expenses, and D&O insurance coverage, with rights surviving termination and binding on successors.

• Board and committee compensation for non-employee directors includes annual cash retainers, additional fees for committee roles, and annual RSU grants, with vesting tied to service, death, disability, or change of control.

Key takeaways

• Executive and director compensation is structured to align interests with shareholders through equity awards, with robust protections and restrictive covenants to safeguard company interests.

• Governance framework emphasizes retention, compliance, and risk mitigation, with detailed employment, indemnification, and compensation policies for leadership.