Clear Secure (YOU) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, with voting on key governance and compensation matters.

• Proxy materials distributed primarily via the Internet to enhance efficiency and reduce costs.

• Company operates a dual-class share structure, with sunset provision converting high-vote shares to single-vote shares in July 2026.

Voting matters and shareholder proposals

• Stockholders will vote on: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay for executive compensation, amendments to remove supermajority vote requirements, and clarification of officer exculpation provisions.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 23, 2026.

Board of directors and corporate governance

• Board consists of nine members, with seven independent directors.

• Annual election of directors; significant majority are independent.

• Committees (Audit, Compensation, Nominating & Governance) are 100% independent.

• Lead independent director role established; regular executive sessions held.

• Board and committee self-assessments conducted annually.

• Board diversity includes three female directors and one African American/Black director.

• Dual-class voting structure sunsets July 2, 2026.