XML 33 R22.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Incentive Plans | 3 Months Ended
--- | ---
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract] |
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. 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, 2024:
| RSU’s |  | Weighted- Average Grant-Date Fair Value
Unvested balance as of January 1, 2024 | 3,897,957 |  |  | $ | 24.85 |
Granted | 1,079,232 |  |  | 18.61 |
Vested | (294,056) |  |  | 24.26 |
Forfeited | (241,798) |  |  | 26.37 |
Unvested balance as of March 31, 2024 | 4,441,335 |  |  | $ | 23.50 |
Below is the compensation expense recognized related to the RSUs:
|  | Three months ended March 31,
|  | 2024 |  | 2023
Cost of direct salaries and benefits |  | $ | 126 |  |  | $ | 73 |
Research and development |  | 3,553 |  |  | 4,950 |
Sales and marketing |  | 232 |  |  | (101) |
General and administrative |  | 3,764 |  |  | 4,612 |
Total |  | $ | 7,675 |  |  | $ | 9,534 |
As of March 31, 2024, estimated unrecognized expense for RSUs that are probable of vesting was $65,657 with such expense to be recognized over a weighted-average period of approximately 2.27 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, 2024, estimated unrecognized expense for Founder PSUs was $7,110 with such expense to be recognized over a weighted-average period of approximately 0.52 years. Below is a summary of total compensation expense recorded in relation to the Company’s incentive plans:
|  | Three months ended March 31,
|  | 2024 |  | 2023
RSAs |  | $ | — |  |  | $ | 7 |
RSUs |  | 7,675 |  |  | 9,534 |
Founder PSUs |  | 2,990 |  |  | 6,485 |
Total |  | $ | 10,665 |  |  | $ | 16,026 |
|  | Three months ended March 31,
|  | 2024 |  | 2023
Cost of direct salaries and benefits |  | $ | 126 |  |  | $ | 73 |
Research and development |  | 3,553 |  |  | 4,952 |
Sales and marketing |  | 232 |  |  | (101) |
General and administrative |  | 6,754 |  |  | 11,102 |
Total |  | $ | 10,665 |  |  | $ | 16,026 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration