Cardlytics Inc.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 15:05
Management Change/Compensation Form 8 K
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On October 30, 2024, the board of directors (the "Board") of Cardlytics, Inc. (the "Company") appointed Srishti Gupta to serve as a director of the Company and as a member of the nominating and corporate governance committee of the Board (the "N&CG Committee"). Ms. Gupta will serve as a Class II director whose term will expire at the Company's 2026 annual meeting of stockholders (the "Annual Meeting").
There is no arrangement or understanding between Ms. Gupta and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Gupta and any of the Company's other directors or executive officers. The Company is not aware of any transaction involving Ms. Gupta requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Ms. Gupta is set forth below.
Srishti Gupta, age 45, is currently Chief Product Officer at Integral Ad Science, a position she has held since September 2024. Prior to Integral Ad Science, Ms. Gupta served as the Chief Product Officer at Rokt from June 2023 to September 2024 and a Director of Ads Measurement for Amazon from 2017 to June 2023. Prior to those roles, Ms. Gupta spent seven years at Information Resources Inc. ("IRI"), now Circaqna, including serving as the President and General Manager for IRI's media Solutions from 2014 to 2017. Earlier in her career, Ms. Gupta held senior roles at Mediacom and AOL. Ms. Gupta earned her B.A. in Economics from the University of Delhi in New Delhi, India and her M.B.A. from the Indian Institute of Management in Bangalore, India.
In accordance with the Company's compensation policy for non-employee directors, upon her commencement of service as a director, Ms. Gupta was granted 6,148 restricted stock units, which will vest in full on the first anniversary of the grant date, provided that Ms. Gupta is, as of such vesting date, then a director of the Company. Additionally, Ms. Gupta will be entitled to receive a $30,000 annual retainer for her service as director and a $10,000 annual retainer for her service as a member of the N&CG Committee. At each annual stockholder meeting following which Ms. Gupta's term as a director continues, Ms. Gupta will be entitled to receive an additional restricted stock unit award with a grant date fair value of $165,000 (provided that in no event will the award exceed 11,000 shares), which award will vest in full on the first anniversary of such grant date, provided that she is, as of such vesting date, then a director of the Company. Ms. Gupta has also entered into the Company's standard form of indemnification agreement.