Cardlytics, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cardlytics, Inc. on October 30, 2024. The filing reports a corporate governance event involving the appointment of a new director to the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The material change reported is the appointment of Srishti Gupta as a director of the Company and as a member of the Nominating and Corporate Governance Committee. Ms. Gupta will serve as a Class II director with a term expiring at the 2026 annual meeting of stockholders.
Management Commentary and Compensation
Ms. Gupta brings significant experience in product management and advertising measurement, having served as Chief Product Officer at Integral Ad Science (since September 2024), Rokt (2023-2024), and as a Director of Ads Measurement at Amazon (2017-2023). Her compensation package includes:
- Initial Grant: 6,148 restricted stock units (RSUs) vesting in full on the first anniversary of the grant date.
- Annual Retainer: $30,000 for director service and $10,000 for Nominating and Corporate Governance Committee service.
- Future Grants: An additional RSU award with a grant date fair value of $165,000 (capped at 11,000 shares) at each subsequent annual stockholder meeting, vesting in full on the first anniversary.
Ms. Gupta has also entered into the Company's standard form of indemnification agreement.
Key Facts for Investor Verification
- Confirmation of Srishti Gupta's appointment as a Class II director effective October 30, 2024.
- Verification of the total initial equity grant of 6,148 RSUs and the vesting schedule.
- Review of the annual cash retainer structure totaling $40,000.
- Confirmation that no family relationships or undisclosed transactions exist between Ms. Gupta and other directors or officers.