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Clarus Corp

For the period ended May 29, 2025. Filed Apr 24, 2025.

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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 29, 2025 · Filed Apr 24, 2025

CLAR$5.02+18.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Pay Versus Performance Table

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​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Value of Initial · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · Average · ​ · ​ · ​ · Fixed $100 · ​ · ​ · ​ · ​
​ · ​ · ​ · Summary · Average · Investment · ​ · ​ · ​ · ​
​ · ​ · Summary · ​ · ​ · ​ · Compensation · ​ · Compensation · ​ · Based on: · ​ · ​
​​Compensation​Compensation​Table Total for​Actually Paid​Total​Peer Group​​​​
​ · ​ · Table Total for · ​ · Actually Paid · ​ · Non-PEO · ​ · to Non-PEO · ​ · Shareholder · Shareholder · ​ · Net · ​ · Adjusted
​​PEO​to PEO​NEOs​NEOs​Return​Return​Income​EBITDA
Year​($)​($)(1)​($)​($)(1)​($)(2)​($)(3)​($)(4)​($)(5)
20243,042,662245,5181,342,089​1,023,40835.28​178.14(88,437)​6,875
20234,724,1102,973,299443,435​208,28552.81​146.81(15,788)​1,214
20228,314,008(17,349,302)1,662,173​(3,273,967)59.15​112.11(69,780)​62,959
20217,721,98716,860,4402,016,345​9,081,793206.49​155.3426,093​61,503
2020​5,167,252​6,158,606​1,755,471​2,503,523​114.31​130.70​5,545​22,389
(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which includes the individuals indicated in the table below for each respective fiscal year. Amounts do not reflect the actual amount of compensation earned by or paid to the PEO or other NEOs during the applicable year. Each of Mr. Walbrecht’s and Mr. Kuehne’s employment with the Company were terminated on March 31, 2023 and August 31, 2023, respectively.
YearPEONon-PEO NEOs
2024​Warren B. Kanders​Michael J. Yates​
2023​Warren B. Kanders​John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates​
2022​Warren B. Kanders​John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates​
2021​Warren B. Kanders​John C. Walbrecht and Aaron J. Kuehne​
2020​Warren B. Kanders​John C. Walbrecht and Aaron J. Kuehne​

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​
​​​​Starting​​​​​​​​​Adjusted
​​​​Amount:​Deducted:​Added:​Added:​Added​Amount:
​​​​​​​​​​​​The change​​
​​​​​​​​​​The change​(positive or​​
​​​​​​​​​​(positive or​negative) as of​​
​​​​​​​​​​negative) as of​the vesting date​​
​​​​​​​​​​the end of the​(from the end​​
​​​​​​​​The fair value​covered fiscal​of the prior​​
​​​​​​​​as of the end of​year (from the​fiscal year) in​​
​​​​​​​​the covered​end of the prior​fair value of​​
​​​​​​​​fiscal year of all​fiscal year) in​any stock​​
​​​​​​​​stock awards​fair value of any​awards granted​​
​​​​​​The grant date​granted during​stock awards​in any prior​​
​​​​​​fair value of all​the covered​granted in any​fiscal year for​​
​​​​​​stock awards​fiscal year​prior fiscal​which all vesting​​
​ · ​ · ​ · ​ · ​ · ​ · granted in the · ​ · that were · ​ · year that are · ​ · conditions were · ​
​​​​​​applicable year,​outstanding and​outstanding and​satisfied at the​​
​​​​​​as reported in​unvested as of​unvested as of​end of or​​
​​Named​Summary​the Summary​the end of the​the end of the​during the​Compensation
​​Executive​Compensation​Compensation​covered​covered​covered​Actually
Year · Officers · Table Total · Table · fiscal year · fiscal year · fiscal year · Paid
2024​PEO​3,042,662​1,532,250​737,900​(1,919,962)​(82,832)​245,518
​Non-PEO NEOs1,342,089699,111​385,550—​(5,120)1,023,408
2023​PEO​4,724,110​4,045,819​2,509,095​(379,217)​165,131​2,973,299
​Non-PEO NEOs443,435—​—(290,994)​55,845208,285
2022PEO8,314,008​7,686,720​1,532,741​(15,549,564)​(3,959,767)​(17,349,302)
​Non-PEO NEOs1,662,1731,128,981​210,784(2,634,635)​(1,383,308)(3,273,967)
2021PEO7,721,9877,230,085​9,656,7304,306,153​2,405,65516,860,440
​Non-PEO NEOs2,016,3451,176,020​3,040,1003,438,208​1,763,1619,081,793
2020PEO5,167,2524,750,626​1,608,634830,665​3,302,6816,158,606
​Non-PEO NEOs1,755,4711,144,187​1,565,179213,150​113,9102,503,523
(2)Cumulative Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(3)Represents the peer group Total Shareholder Return of the companies included in the NASDAQ Global Select Market Composite and the Russell 2000 Index.
(4)Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. On February 29, 2024, the Company completed the sale of the Company’s Precision Sport segment. The activities of the Precision Sport segment have been segregated and reported as discontinued operations for the years ended December 31, 2023 and December 31, 2024, and as a result are excluded from net income for the 2023 and 2024 fiscal years, respectively.
(5)Adjusted EBITDA is a non-GAAP measure. We define “EBITDA” as earnings before interest, taxes, other income or expense, depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, transaction costs, contingent consideration, inventory fair value of purchase accounting, impairment of goodwill and indefinite-lived intangible assets, stock-based compensation, and other one-time items. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, see our press release announcing the Company’s results for the fourth quarter and year ended December 31, 2024, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on March 6, 2025. We selected Adjusted EBITDA as the Company-selected measure due to it being an important financial performance measure that helps link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently

completed fiscal year. In particular, Adjusted EBITDA is utilized by the Compensation Committee and the Board of Directors as part of their evaluation and consideration to award annual performance-based compensation to our NEOs. On February 29, 2024, the Company completed the sale of the Company’s Precision Sport segment. The activities of the Precision Sport segment have been segregated and reported as discontinued operations for the years ended December 31, 2023, and December 31, 2024, and as a result are excluded from Adjusted EBITDA for the 2023 and 2024 fiscal years, respectively.

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