Clarus Corporation Enters into Indemnity Agreements with Board Members and Officers

Salt Lake City, Utah – December 9, 2024 – Clarus Corporation (NASDAQ: CLAR) has recently announced that on December 5, 2024, the company entered into amended and restated indemnity agreements with various individuals associated with the company. The agreements, termed as “Indemnity Agreements,” were executed with each member of the Board of Directors, Chief Financial Officer Michael J. Yates, President of Black Diamond Equipment, Ltd. Neil Fiske, Global President of the Adventure segment Mathew Hayward, and Chief Strategy and Administrative Officer Zachary D. Michelson.

These Indemnity Agreements have been put in place to amend and restate the existing indemnification agreements of the company with certain directors and executive officers. The agreements aim to supplement the indemnification rights stipulated under Clarus Corporation’s Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, and the relevant provisions of the Delaware General Corporation Law.

According to the terms outlined in the Indemnity Agreements, subject to specific exceptions, Clarus Corporation will offer indemnification to the concerned individuals to the fullest extent allowed by Delaware law against expenses, judgments, fines, penalties, and settlement amounts reasonably incurred by them in connection with their roles as directors or officers of the company, or at the request of the company, other entities. The agreements also include provisions for the advancement of expenses, with a condition for reimbursement in cases where indemnification is found not to be legally permissible.

In a related development, the Board of Clarus Corporation has welcomed Mr. Mark M. Besca to serve on the Board, effective as of December 5, 2024. Mr. Besca, a seasoned professional with over 40 years of accounting and financial expertise, has been appointed to the Audit Committee of the company’s Board. With this appointment, the Board has expanded its current count of directors from six to seven.

Mr. Besca brings a wealth of experience, having served in various roles, including as the Leader of Long-Term Value and Stakeholder Capitalism at EY LLP and as Managing Partner of EY’s New York City office. The Board believes that Mr. Besca’s extensive experience and skills make him well-suited for the position and has determined him to be an independent director based on NASDAQ Global Select Market’s independence criteria.

Mr. Besca will receive compensation as a non-employee director in alignment with Clarus Corporation’s director compensation program as detailed in the proxy statement filed with the Securities and Exchange Commission on April 29, 2024. The formal details of the Indemnity Agreements can be found in Exhibit 10.1 attached to the recent SEC filing by Clarus Corporation.

Investors and stakeholders are encouraged to review the full text of the Indemnity Agreements and the recent developments related to Board composition for a comprehensive understanding of Clarus Corporation’s commitment to governance and compliance.

This report has been duly authorized and signed by Michael J. Yates, Chief Financial Officer of Clarus Corporation, on behalf of the Company.

Contact:
Clarus Corporation
2084 East 3900 South, Salt Lake City, Utah, 84124
Phone: (801) 278-5552

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Clarus’s 8K filing here.

Clarus Company Profile

Clarus Corporation designs, develops, manufactures, and distributes outdoor equipment and lifestyle products in the United States and internationally. The company operates through two segments, Outdoor and Adventure. The Outdoor segment offers apparels, such as shells, insulation, midlayers, pants, and logowear; rock-climbing footwear and equipment, including carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gears; technical backpacks and day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skis, ski poles, ski skins, avalanche airbag systems, avalanche transceivers, shovels, and probes.