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Clarus Corp

For the period ended May 28, 2026. Filed Apr 24, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2026 · Filed Apr 24, 2026

CLAR$5.02+18.1%Stored close · as of Nov 6, 2026
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Contents

Equity-Based Compensation

Amended and Restated 2015 Stock Incentive Plan

We believe that equity-based compensation is an effective means of creating a long-term link between the compensation provided to executive officers and other key management personnel and the returns realized by our stockholders. In 2025, the Company adopted, and our stockholders approved, the Clarus Corporation Amended and Restated 2015 Stock Incentive Plan (the “Amended and Restated 2015 Stock Incentive Plan”) to provide equity-based incentives to executive officers and other key employees. The Amended and Restated 2015 Stock Incentive Plan, which was approved by our stockholders at the Company’s 2025 Annual Meeting on May 29, 2025 after having been adopted by the Board of Directors on April 16, 2025, subject to such stockholder approval, amends and restates the Clarus Corporation 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”), which was originally approved by stockholders on December 11, 2015. The Amended and Restated 2015 Stock Incentive Plan is designed to give the Board of Directors discretion and flexibility in designing incentive compensation arrangements to align the goals of management with those of our stockholders and to motivate executive officers and key employees to improve the operations of the Company, thereby maximizing stockholder value. Pursuant to the Amended and Restated 2015 Stock Incentive Plan, the Board of Directors may issue to employees, officers, directors, consultants,

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independent contractors and advisors of the Company and its subsidiaries incentive stock options, nonqualified stock options and restricted stock awards.

Awards under the Amended and Restated 2015 Stock Incentive Plan help relate a significant portion of an employee’s long-term remuneration directly to stock price appreciation realized by all our stockholders and align an employee’s interests with those of our stockholders. The Compensation Committee believes equity-based incentive compensation aligns executive and stockholder interests because (i) the use of a multi-year vesting schedule or milestone-based vesting schedule for equity awards encourages executive retention and emphasizes long-term growth, and (ii) paying a significant portion of management’s compensation in our equity provides management with a powerful incentive to increase stockholder value over the long term. The specific types and size of awards to be granted (other than options granted to non-employee directors) and the terms and conditions of such awards are determined by the Compensation Committee, subject to the provisions of the Amended and Restated 2015 Stock Incentive Plan.

On March 10, 2025, the Company granted Mr. Kanders options to purchase 500,000 shares of the Company’s common stock pursuant to the Company’s 2015 Stock Incentive Plan, with an exercise price per share of $4.02, that vested and became exercisable on March 10, 2026. In determining to grant the options to Mr. Kanders, the Compensation Committee and the Board of Directors took into account, among other things, the substantial additional responsibilities Mr. Kanders was undertaking in connection with the Company’s efforts to improve the performance of its businesses, as well as his efforts to evaluate strategic alternatives available to the Company

Equity based compensation earned in 2025, 2024 and 2023 by the Named Executive Officers are reflected in the “Stock Awards,” and “Option Awards,” columns in the Summary Compensation Table set forth on page 24 of this Proxy Statement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.