Incentive Plans | Incentive Plans 2021 Omnibus Incentive Plan The Clear Secure, Inc 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”) became effective on June 29, 2021 to provide grants of equity-based awards to the employees, consultants, and directors of the Company and its affiliates. The 2021 Omnibus Incentive Plan authorized the issuance of up to 20,000,000 shares of Class A Common Stock as of the date of the Reorganization. The 2021 Omnibus Incentive Plan authorized the issuance of shares pursuant to the grant, settlement or exercise of RSUs, RSAs, stock options and other share-based awards. Beginning with the first business day of each calendar year beginning in 2022 through 2031, the number of shares available will increase in an amount up to 5% of the total number of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A Common Stock) as of the last day of the immediately preceding year or a lesser amount approved by the Board or its compensation committee, so long as the total share reserve available for future awards at the time is not more than 12% of common shares outstanding (assuming exchange and/or conversion of all classes of common shares into Class A common stock). For fiscal year 2023, the Compensation Committee of the Board approved no increase in the 2021 Omnibus Incentive Plan, which such increase would have been effective on the first business day of 2023. Alclear Holdings, LLC Equity Incentive Plan Prior to the Reorganization, Alclear granted profit unit awards and RSUs to various employees of the Company. In connection with the Company’s Reorganization described in Note 1, these awards were substituted as follows: • The Company substituted Alclear’s RSUs with RSUs under the 2021 Omnibus Incentive Plan. • The Company substituted Alclear’s performance vesting profit units with performance vesting RSUs under the 2021 Omnibus Incentive Plan. • The Company substituted Alclear’s other profit units with only a service vesting condition to RSAs under the 2021 Omnibus Incentive Plan. In all cases of the respective substitutions, the new awards retained the same terms and conditions (including applicable vesting requirements). Each award was converted to reflect the $31.00 share price contemplated in the Company’s IPO while retaining the same fair value. The RSUs originally granted by Alclear were subject to both service and liquidity event vesting conditions. The Company concluded that the Reorganization represented a qualifying liquidity event that would cause the RSUs’ liquidity event vesting conditions to be met. Restricted Stock Awards In accordance with the Reorganization, the Company substituted Alclear Holdings’ profit units with service vesting conditions with RSAs, which are subject to the same vesting terms as applied to Alclear’s profit units; each also maintained the same fair value immediately before and after the exchange of the award. As such, there was no additional compensation expense that was recorded as a result of the substitution of the awards. The RSAs are subject to service-based vesting conditions and will vest on a specified date, provided the applicable service, generally three years, has been satisfied. The Company determines the fair value of each RSA based on the grant date and records the expense over the vesting period or requisite service period. The following is a summary of activity related to the RSAs associated with compensation arrangements during the three months ended March 31, 2023. RSA - Class A Common Stock Weighted- Unvested balance as of January 1, 2023 236,279 $ 0.87 Granted — — Vested (173,156) (0.87) Forfeited (3,079) (0.87) Unvested balance as of March 31, 2023 60,044 $ 0.87 Below is the compensation expense related to the RSAs: Three Months Ended March 31, 2023 March 31, 2022 Cost of direct salaries and benefits $ — $ 2 Research and development 2 44 Sales and marketing — 1 General and administrative 5 63 Total $ 7 $ 110 As of March 31, 2023, estimated unrecognized expense for RSAs that are probable of vesting was $3 with such expense to be recognized over a weighted-average period of approximately 0.21 years. Restricted Stock Units RSUs are subject to both service-based and, in some cases, performance-based vesting conditions. RSUs will vest on a specified date, provided the applicable service (generally three years) and, if applicable, when certain performance conditions are probable of satisfaction. The RSUs with performance-based vesting conditions are subject to long-term revenue and cash-basis earnings performance hurdles. The Company determines the fair value of each RSU based on the grant date and records the expense over the vesting period or requisite service period on a straight-line basis and for performance-based vesting awards, whether they are probable or not. The following is a summary of activity related to the RSUs associated with compensation arrangements during the three months ended March 31, 2023: RSU’s Weighted- Unvested balance as of January 1, 2023 4,125,596 $ 27.88 Granted 446,253 30.01 Vested (245,174) (20.54) Forfeited (232,551) (26.88) Unvested balance as of March 31, 2023 4,094,124 $ 28.61 Below is the compensation expense recognized related to the RSUs: Three Months Ended March 31, 2023 March 31, 2022 Cost of direct salaries and benefits $ 73 $ 91 Research and development 4,950 3,697 Sales and marketing (101) 48 General and administrative 4,612 2,628 Total $ 9,534 $ 6,464 As of March 31, 2023, estimated unrecognized expense for RSUs that are probable of vesting was $79,801 with such expense to be recognized over a weighted-average period of approximately 2.01 years. Founder PSUs During June 2021, the Company established a long-term incentive compensation plan for the co-founders, which consists of performance restricted stock-unit awards (the “Founder PSUs”), that will be settled in shares of Class A Common Stock pursuant to the 2021 Omnibus Incentive Plan, subject to the satisfaction of both service and market based vesting conditions. The grant date fair value for the Founder PSUs was determined by a Monte Carlo simulation and discounted by the risk-free rate on the grant date and an expected volatility of 45%. The Founder PSUs are estimated to vest over a five year period, based on the achievement of specified price hurdles of the Company’s Class A Common Stock. The specified price hurdles of the Company’s Class A Common Stock will be measured on the volume-weighted average price per share for the trailing days during any 180 day period that ends within the applicable measurement period. In June 2021, the Company granted 4,208,617 Founder PSUs at a weighted average grant date fair value of $16.54. The Company records the expense related to these awards within general and administrative in the condensed consolidated statements of operations. As of March 31, 2023, estimated unrecognized expense for Founder PSUs was $23,430 with such expense to be recognized over a weighted-average period of approximately 0.78 years. Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans: Three Months Ended March 31, 2023 March 31, 2022 RSAs $ 7 $ 110 RSUs 9,534 6,464 Founder PSUs 6,485 6,485 Total $ 16,026 $ 13,059 Three Months Ended March 31, 2023 March 31, 2022 Cost of direct salaries and benefits $ 73 $ 94 Research and development 4,952 9,176 Sales and marketing (101) 3,741 General and administrative 11,102 48 Total $ 16,026 $ 13,059 |