Clarus's highest-paid named officer for fiscal year 2025, Executive Chairman Warren Kanders, was paid $1,870,105 (SEC filing 0001104659-26-048192 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,870,105 Warren Kanders total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 70.34% Say-on-pay support, latest vote |
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CLAR's next annual pay disclosure, estimated April 24, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Warren Kanders | $606,923 | $330,000 | $0 | $853,000 | $0 | $0 | $80,182 | $1,870,105 |
| Executive Chairman | ||||||||
| Michael Yates | 436,985 | 178,000 | 0 | 0 | 0 | 0 | 37,138 | 652,123 |
| Chief Financial Officer, Secretary and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Warren Kanders | $1,870,105 | $3,042,662 | $4,724,110 | ↓ −1,172,557 |
| Michael Yates | 652,123 | 1,342,089 | 741,040 | ↓ −689,966 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CLAR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CLAR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Warren Kanders | OPTION | 2025-03-10 | — | — | 500,000 | — | $853,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Warren Kanders | $0 | $0 | $853,000 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Warren Kanders | RSU | 500,000 | — | $1,675,000 |
| Warren Kanders | Option | 250,000 | 6.75 | — |
| Michael Yates | RSU | 25,000 | — | 83,750 |
| Warren Kanders | Option | 500,000 | 4.02 | — |
| Michael Yates | Option | 59,000 | 6.75 | — |
The general philosophy of the executive compensation program is to attract and retain talented management while ensuring executive officers are compensated in a way that advances the interests of stockholders. A substantial portion of compensation is contingent upon Company performance and stockholder value creation, with packages designed to be competitive and aligned with overall strategy.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 19,273,422 | 8,127,764 | 57,138 | 70.34% | Passed |
| 2023 | 2023-06-01 | 15,641,107 | 12,977,137 | 271,351 | 54.65% | Passed |
| 2020 | 2020-06-03 | 9,619,296 | 10,771,863 | 282,900 | 47.17% | Failed |
| 2017 | 2017-06-01 | 17,569,709 | 273,780 | 48,550 | 98.47% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-28 | 70.34%a |
| 2023 | 2023-06-01 | 54.65%b |
| 2020 | 2020-06-03 | 47.17%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Nicholas SokolowIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating/Corporate Governance (Chair) | $65,000 | $0 | $27,406 | $0 | $0 | $92,406 |
| Mark M. BescaIndependent · Audit (Chair) | 47,500 | 0 | 26,424 | 0 | 0 | 73,924 |
| Susan OttmannIndependent · Audit · Compensation | 40,000 | 0 | 26,424 | 0 | 0 | 66,424 |
| Roger WernerIndependent · Compensation · Nominating/Corporate Governance | 40,000 | 0 | 26,424 | 0 | 0 | 66,424 |
| Warren B. KandersEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 10,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $192,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $192,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Clarus | 2025 | Warren Kanders | $606,923 | $0 | $853,000 | $0 | $1,870,105 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Warren Kanders | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Executive Compensation”. As printed: 1,870,105. Filing ↗machine: r1 · c53 · span 265283–265292 |
| 2 | Section 01, Michael Yates | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Executive Compensation”. As printed: 652,123. Filing ↗machine: r4 · c53 · span 280776–280783 |
| 3 | Section 03, Warren Kanders OPTION | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 263000–263007 |
| 4 | Section 08, Nicholas Sokolow | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Director Compensation”. As printed: 92,406. Filing ↗machine: span 174721–174727 |
| 5 | Section 08, Mark M. Besca | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Director Compensation”. As printed: 73,924. Filing ↗machine: span 183323–183329 |
| 6 | Section 08, Susan Ottmann | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Director Compensation”. As printed: 66,424. Filing ↗machine: span 170429–170435 |
| 7 | Section 08, Roger Werner | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Director Compensation”. As printed: 66,424. Filing ↗machine: span 179034–179040 |
| 8 | Section 08, Warren B. Kanders | DEF 14A | 2026-04-24 | 0001104659-26-048192 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 06, 2026 vote | Form 8-K | 2026-06-01 | 0001104659-26-068932 | Item 5.07 · say-on-pay result. As reported: 70.34% (votes for as printed: 19,273,422). Filing ↗ |
| 10 | Section 06, 2023 vote | Form 8-K | 2023-06-05 | 0001104659-23-068045 | Item 5.07 · say-on-pay result. As reported: 54.65% (votes for as printed: 15,641,107). Filing ↗ |
| 11 | Section 06, 2020 vote | Form 8-K | 2020-06-09 | 0001104659-20-071382 | Item 5.07 · say-on-pay result. As reported: 47.17% (votes for as printed: 9,619,296). Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 192,500 + equity 0 + all other 0 = 192,500, summed across the director compensation table rows.machine: formula: Σ = 192,500 |
| 15 | Clarus (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048192 | CEO total compensation as printed in Clarus's own proxy. As printed: 1,870,105. Filing ↗machine: r1 · c53 · span 265283–265292 |
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