DEF 14A of Cardlytics, Inc.
Filed Apr 9, 2026 · FY20250001628280-26-024446
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors is divided into three classes and currently has eight members. Each class consists, as closely as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. There are three directors in the class whose term of office expires in 2026: Amit Gupta, Jack Klinck and Shrishti Gupta. Our Board of Directors has nominated Amit Gupta, Jack Klinck and Shrishti Gupta to serve as Class II directors. Mr. Gupta was appointed as Chief Executive Officer in August 2024 and has served as a member of our Board of Directors since then. Mr. Klinck was appointed as a director by the Board in 2016 and has been previously elected by our stockholders. Ms. Gupta was appointed as a director by the Board in October 2024. Ms. Gupta was identified as a potential director nominee by an independent member of our Board of Directors. Mr. Gupta currently serves as the Chief Executive Officer and was appointed as a member of our Board of Directors in connection with his appointment as Chief Executive Officer. If elected at the Annual Meeting, each nominee will serve until the 2029 Annual Meeting and until the director's successor has been duly elected and qualified, or, if sooner, until the director's death, resignation or removal. It is our policy to invite and encourage directors and nominees for director to attend the Annual Meeting. During our 2025 Annual Meeting of Stockholders, all of our directors who served at the time attended that meeting. Directors are elected by a plurality of the votes of the shares present in person, by remote communication or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the three nominees receiving the highest number of "For" votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee that we propose. Each person nominated for election has agreed to serve if elected. We have no reason to believe that any of the nominees will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company's business. To that end, the Nominating and Corporate Governance Committee identifies and evaluates nominees in the broader context of the Board of Directors' overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that such nominee should continue to serve on the Board of Directors. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that each person as a nominee for director, as of the date of this Proxy Statement.
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Amit Gupta was appointed as Chief Executive Officer in August 2024 and has served as a member of our Board of Directors since then. Prior to that he served as the Chief Operating Officer of Cardlytics and General Manager of Bridg from January 2023 to July 2024. Prior to Cardlytics, Mr. Gupta worked at Stripe from January 2021 to January 2023, where he was responsible for the strategy and operations work with banks, networks, and payment methods on a global scale. Before Stripe, Mr. Gupta worked at Google in Geo, home to Google's location-related products, from 2018 to December 2021. As part of the Geo executive leadership team, he was responsible for product and engineering execution and strategy for Google Maps, Local Search, Food, Maps Enterprise Platform and Google SMBs. Previously, Mr. Gupta founded and was the Chief Executive Officer of a series of startups from 2010 to 2017. He started his career at Booz Allen Hamilton, where he was a Partner in the Tech practice from 2000 to 2010. Mr. Gupta holds a B.S. in Electrical Engineering from The Ohio State University and an M.B.A. from the Stern School of Business at New York University. Our Board of Directors believes that Mr. Gupta’s business expertise and his daily insight into corporate matters as our Chief Executive Officer qualify him to serve on our Board of Directors. | | Amit Gupta Chief Executive Officer and Director, age 53 | |
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Jack Klinck has served as a member of our Board of Directors since 2016. Mr. Klinck is currently a senior advisor with Boston Consulting Group and an active angel and seed stage investor in FinTech-oriented firms. From 2006 to 2015, Mr. Klinck was Executive Vice President and Head of Global Strategy and New Ventures at State Street Corporation, where he served on that firm’s management committee and ran several business lines including Alternative Investment Solutions, Credit Services, Global Exchange and Corporate Strategy. Before joining State Street, Mr. Klinck was Vice Chairman and President of the Investment Manager Solutions Group at Mellon Financial Corporation. Mr. Klinck holds a B.A. from Middlebury College and an M.B.A. from the Fuqua School of Business at Duke University. Our Board of Directors believes that Mr. Klinck's management expertise and experience in the financial services industry qualify him to serve on our Board of Directors. | | Jack Klinck Director, age 62 | |
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Srishti Gupta has served as a member of our Board of Directors since October 2024. Ms. Gupta 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 Circana, including serving as the President and General Manager for IRI's media Solutions from 2014 to 2017. Earlier in her career, she held senior roles at Mediacom and AOL. Srishti 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. Our Board of Directors believes that Ms. Gupta's management expertise and experience in product positioning in the market qualify her to serve on our Board of Directors. | | Srishti Gupta Director, age 46 | |
Class II Director Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL" NOMINEES |
Class III Directors Continuing in Office until the 2027 Annual Meeting
Class III Directors Continuing in Office until the 2027 Annual Meeting
Class III Directors Continuing in Office until the 2027 Annual Meeting
| | Andre Fernandez has served as a member of our Board of Directors since January 2024. Mr. Fernandez currently serves on the Board of Directors of Blackstone Infrastructure Strategies LP since June 2025 and also serves on its Audit Committee. Mr. Fernandez also serves on the Board of Froedtert ThedaCare Health since October 2024 and also serves on its Audit and Finance Committees. Previously, he served on the Board of Directors of 23andMe and successor company Chrome Holding Co. from 2024 to 2025 and was the Chair of the Audit Committee and member of the Special Committee. Mr. Fernandez served as the Chief Financial Officer of WeWork, Inc. from June 2022 to June 2023. Prior to WeWork, Mr. Fernandez served as Executive Vice President & Chief Financial Officer of the NCR Corporation from 2018 to 2020, and as President & Chief Executive Officer of CBS Radio Inc. from 2015 to 2017. Previously, Mr. Fernandez spent seven years at Journal Communications Inc., a publicly traded, diversified media company, from 2008 to 2015 serving in various roles including President, Chief Operating Officer and Chief Financial Officer. Prior to Journal, Mr. Fernandez spent nearly 12 years at the General Electric Company in leadership positions of increasing responsibility across the company. Mr. Fernandez previously served on the board of directors of FaZe Holdings Inc. from July 2022 until the sale of the company in March 2024. Mr. Fernandez earned an A.B. in Economics from Harvard College. Our Board of Directors believes that Mr. Fernandez's significant management and financial expertise qualify him to serve on our Board of Directors. | | Andre Fernandez Director, age 57 | |
Class III Directors Continuing in Office until the 2027 Annual Meeting
| | Liane Hornsey has served as a member of our Board of Directors since April 2024. Until November 2024, Ms. Hornsey served as advisor to the Chief Executive Officer at Palo Alto Networks and prior to that served as Chief People Officer since 2018. Ms. Hornsey previously served as Chief People Officer at Uber from 2017 to 2018. Prior to that, she served as Chief Administrative Officer and Operating Partner at SoftBank Group International from 2015 to 2016. For nearly ten years before joining SoftBank, Ms. Hornsey led People Operations for Google's Global Business and became Google's first female vice president in human resources. Ms. Hornsey has held many and varied senior leadership roles and is widely recognized as a preeminent practitioner in people operations, and organization and leadership development. Ms. Hornsey graduated with a B.A. in English Literature from Newcastle University in the U.K. Our Board of Directors believes that Ms. Hornsey's management and compensation expertise qualify her to serve on our Board of Directors. | | Liane Hornsey Director, age 67 | |
Class I Directors Continuing in Office until the 2028 Annual Meeting
Class I Directors Continuing in Office until the 2028 Annual Meeting
Class I Directors Continuing in Office until the 2028 Annual Meeting
| | Jon Francis has served as a member of our Board of Directors since January 2024. Mr. Francis has served as the Chief Data and Analytics Officer and Head of Digital at State Farm Mutual Automobile Insurance Company since February 2026, after serving as Senior Executive of Digital Growth and Experiences from November 2025 to February 2026. Previously, Mr. Francis served as Chief Data and Analytics Officer of General Motors Company from July 2022 to November 2025. Prior to his time at General Motors, Mr. Francis served as the Head of Global Analytics and Decision Sciences at PayPal Holdings, Inc. from 2021 to July 2022. Prior to his time at PayPal, Mr. Francis held various positions of authority, including Chief Digital and Analytics Officer, at Starbucks Corporation from 2015 to 2021. Mr. Francis earned a B.B.A. in Math and Statistics from St. Olaf College and an M.S. in Statistics from Oregon State University. Our Board of Directors believes that Mr. Francis's management expertise and experience in the data analytics industry qualify him to serve on our Board of Directors. | | Jon Francis Director, age 54 | |
Class I Directors Continuing in Office until the 2028 Annual Meeting
| | Scott Hill has served as a member of our Board of Directors since September 2023. Mr. Hill has served on the board of directors of Wise plc since March 2026. Mr. Hill has served on the board of directors of CS Disco, Inc. since June 2021 and was appointed to chairman of the board of directors of CS Disco in May 2024. Mr. Hill also served as Chief Executive Officer of CS Disco on an interim basis from September 2023 to May 2024. Prior to CS Disco, Mr. Hill served as the Chief Financial Officer of Intercontinental Exchange, Inc. ("ICE") from 2007 to May 2021. Prior to ICE, Mr. Hill served as an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill served on the board of directors of VVC Corporation from August 2017 to November 2023. Mr. Hill earned his B.B.A. in finance from the University of Texas at Austin and his M.B.A. from the Stern School of Business at New York University. Our Board of Directors believes that Mr. Hill's financial expertise qualifies him to serve on our Board of Directors. | | Scott Hill Director, age 58 | |
Class I Directors Continuing in Office until the 2028 Annual Meeting
| | Alex Mishurov has served as a member of our Board of Directors since September 2023. Mr. Mishurov is the founder and has served as Chief Executive Officer and Chief Investment Officer of KPS Global Asset Management, a global alternative investment firm focused on public and private investments in robotics, technology and e-commerce since 2017. Prior to founding KPS, Mr. Mishurov was a partner and a portfolio manager of Tremblant Capital Group from 2004 to 2017. Previously, he was a private equity analyst at The Blackstone Group. Mr. Mishurov holds a B.S. from the University of Colorado Boulder and an M.B.A. degree from Harvard Business School. Our Board of Directors believes that Mr. Mishurov's financial expertise qualifies him to serve on our Board of Directors. | | Alex Mishurov Director, age 50 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2024 and 2025 by our Named Executive Officers:
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(3) | Bonus ($) | Non-Equity Incentive Plan Compensation ($)(5) | Total ($) | | Amit Gupta, Chief Executive Officer and Director(1) | 2025 | 550,002 | 3,996,000 | 318,150(4) | 166,100 | 5,030,252 | | | 2024 | 438,126 | 3,845,256 | 275,000 | — | 4,558,382 | | Alexis DeSieno, Former Chief Financial Officer(2) | 2025 | 415,001 | 527,425 | 325,000(4) | — | 1,267,426 | | | 2024 | 400,001 | 1,825,256 | — | — | 2,225,257 | | Nick Lynton, Chief Legal and Privacy Officer | 2025 | 350,751 | 441,325 | 338,319(4) | 79,458 | 1,209,853 | | | 2024 | 334,750 | 1,352,057 | — | — | 1,686,806 |
2025 Summary Compensation Table
(1)Mr. Gupta was appointed as Chief Executive Officer on August 16, 2024. (2)Ms. DeSieno notified us of her resignation as Chief Financial Officer on December 3, 2025, effective on January 12, 2026. (3)Amounts reported represent the aggregate grant date fair value of the RSU awards to our Named Executive Officers during the years presented, calculated in accordance with ASC Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the RSUs reported in these columns are set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amount does not reflect the actual economic value that may be realized by the Named Executive Officer. (4)The reported amounts reflect time-based bonuses of (i) $100,000 and $75,000 for Ms. DeSieno and Mr. Lynton, respectively, earned in February 2025, (ii) $100,000 and $75,000 for Ms. DeSieno and Mr. Lynton, respectively, earned in August 2025, (iii) $190,000, $125,000 and $125,000 for Mr. Gupta, Ms. DeSieno and Mr. Lynton, respectively, earned in December 2025 and (iv) $2,015 for Mr. Lynton earned in May 2025. In addition, the reported amounts also include a discretionary bonus of $128,150 and $61,304 for Mr. Gupta and Mr. Lynton, respectively, paid in April 2026 for performance in 2025. (5)The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company goals. For additional information, see the section below titled “—Short-Term Incentive Compensation.”
2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth certain information about equity awards granted to our Named Executive Officers that were outstanding as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards(1) | | | | Stock Awards | | | Name and Principal Position | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Amit Gupta, Chief Executive Officer and Director | | | | | 28,699(3) | 33,004 | | | | | | | 250,000(4) | 287,500 | | | | | | | 250,000(5) | 287,500 | | | | | | | 1,000,000(6) | 1,150,000 | | | | | | | 300,000(7) | 345,000 | | Alexis DeSieno, Former Chief Financial Officer | | | | | 28,699(3) | 33,004 | | | | | | | 135,000(8) | 155,250 | | | | | | | 40,000(6) | 46,000 | | | | | | | 50,625(9) | 58,219 | | | | | | | 15,000(7) | 17,250 | | Nick Lynton, Chief Legal and Privacy Officer | 779 | — | 24.48 | 4/1/2027 | | | | | | | | | 21,259(3) | 24,448 | | | | | | | 120,000(8) | 138,000 | | | | | | | 1,163(10) | 1,337 | | | | | | | 4,734(11) | 5,444 | | | | | | | 25,000(6) | 28,750 | | | | | | | 9,375(7) | 10,781 | | | | | | | 45,000(9) | 51,750 | | | | | | | 12,624(12) | 14,518 |
2025 Outstanding Equity Awards at Fiscal Year-End Table
(1)All of the option awards listed in the table above were granted under our 2008 Stock Plan. (2)The market value amount is calculated based on the closing price of our common stock of $1.15 per share on December 31, 2025. (3)These shares represent unvested shares underlying a RSU award granted in March 2024. The remaining unvested shares vested in equal amounts on January 1, 2026 and April 1, 2026. (4)These shares represent unvested shares underlying a RSU award granted in August 2024. The remaining unvested shares vested or will vest in two equal amounts on each of February 16, 2026 and August 16, 2026. (5)These shares represent unvested shares underlying a RSU award granted in January 2025. The remaining unvested shares vested or will vest in two equal amounts on each of February 16, 2026 and August 16, 2026. (6)These shares represent unvested shares underlying a RSU award granted in June 2025. 50% of the shares underlying the RSU award will vest on June 23, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through June 23, 2027. (7)These shares represent the June 2025 PSU awards and vest in specified percentages if the performance targets are met. (8)These shares represent unvested shares underlying a RSU award granted in March 2025. 50% of shares underlying the RSU award vested on April 1, 2026, with the remaining 50% vesting in equal amounts quarterly over a one-year period through April 1, 2027. (9)These shares represent the March 2025 PSU awards and vest in specified percentages if performance targets are met. (10)These shares represent unvested shares underlying a RSU award granted in March 2022. The remaining unvested shares vest on April 1, 2026. (11)These shares represent unvested shares underlying a RSU award granted in July 2022. The remaining unvested shares vested or will vest in equal amounts on January 1, 2026, April 1, 2026 and July 1, 2026. (12)These shares represent the August 2022 PSU awards and vest in specified percentages if performance targets are met.
Potential Payments upon Termination of Employment or upon Change in Control
Potential Payments upon Termination of Employment or upon Change in Control Employment Arrangements and Offer Letters Each of our Named Executive Officers' employment is "at will" and may be terminated at any time, subject to his or her right to receive certain post-employment payments and benefits. Separation Pay Agreement We have entered into Amended and Restated Separation Pay Agreements (the "Separation Pay Agreements") with each of our Named Executive Officers. Each of the Separation Pay Agreements provides for "at will" employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time with or without cause). The Separation Pay Agreements provide that, upon execution of a separation and release agreement in favor of the Company, the Named Executive Officer will receive certain payments and benefits in the event we terminate his or her employment "without cause" or he or she resigns for "good reason" (as each term is defined in the Separation Pay Agreement). Further, in the event we consummate a "change in control" (as that term is defined in our 2025 Equity Incentive Plan with respect to Mr. Gupta’s Separation Pay Agreement and as that term is defined in our 2018 Equity Incentive Plan with respect to Mr. Lynton’s Separation Pay Agreement) and either 90 days prior to or one year after such change in control, either (a) Mr. Gupta's and Mr. Lynton's employment is terminated by us for any reason other than "cause" (as defined in the Separation Pay Agreement) or by him or her for "good reason" (as defined in the Separation Pay Agreement), (b) his or her role, responsibilities or duties are materially changed, reduced or eliminated, (c) his or her compensation is materially reduced, or (d) the geographic location of his or her employment is materially changed (each an "Acceleration Event"), then all of the then outstanding and unvested stock options, and equity awards which were granted prior to such change in control will immediately and fully vest and become exercisable on such Acceleration Event. These Separation Pay Agreements provide reasonable compensation in the form of severance pay and certain limited benefits to the Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements provided by these agreements help maintain our Named Executive Officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. The terms and conditions of these agreements were approved by our Board of Directors after an analysis of competitive market data. Under the Separation Pay Agreements, all acceleration of vesting of outstanding equity awards in the event of a change in control of the Company are payable only if there is a connected involuntary loss of employment or a constructive termination of employment by Mr. Gupta and Mr. Lynton (a so-called "double-trigger" arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity awards accelerated automatically as a result of the transaction. We do not use excise tax payments (or "gross-ups") relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
PAY VS. PERFORMANCE
PAY VS. PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Primary Executive Officer ("PEO"), our Named Executive Officers ("NEO") and the financial performance of the Company based on certain financial performance measures. For further information concerning the Company's pay-for-performance philosophy and how we align executive compensation with our financial performance, refer to "Executive Compensation" above.
PAY VS. PERFORMANCE
| Pay Versus Performance Table | | | | | | | | Year | Summary Compensation Table Total for PEO - Amit Gupta, Chief Executive Officer(1) | Compensation Actually Paid to PEO - Amit Gupta, Chief Executive Officer (2) | Summary Compensation Table Total for PEO - Karim Temsamani, former Chief Executive Officer(1) | Compensation Actually Paid to PEO - Karim Temsamani, former Chief Executive Officer (2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | | 2025 | $5,030,252 | $3,871,275 | $— | $— | $382,876 | $563,143 | | 2024 | $4,558,382 | $3,719,356 | $5,215,254 | $981,193 | $367,375 | $275,657 | | 2023 | $— | $— | $1,885,944 | $5,583,531 | $2,322,440 | $2,505,075 |
PAY VS. PERFORMANCE
| | Value of Initial Fixed $100 Investment Based On: | Net Income (Loss) (millions)(6) | | Year | Total Stockholder Return(5) | | | 2025 | $31 | $(104) | | 2024 | $64 | $(189) | | 2023 | $159 | $(135) |
PAY VS. PERFORMANCE
(1)The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Gupta, Chief Executive Officer and Mr. Temsamani, our former Chief Executive Officer, for each covered fiscal year in the "Total" column of the Summary Compensation Table for each applicable fiscal year. (2)The dollar amounts reported in this column represent the amount of "compensation actually paid" to Mr. Gupta and Mr. Temsamani, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Temsamani during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Temsamani's total compensation for each covered fiscal year to determine the compensation actually paid to each of them for such fiscal year:
PAY VS. PERFORMANCE
| PEO - Amit Gupta, Chief Executive Officer | | | | | | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $5,030,252 | $(3,996,000) | $2,837,023 | $3,871,275 | | 2024 | $4,558,382 | $(3,845,256) | $3,006,230 | $3,719,356 |
PAY VS. PERFORMANCE
| PEO - Karim Temsamani, former Chief Executive Officer | | | | | | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $— | $— | $— | $— | | 2024 | $5,215,254 | $(4,770,000) | $535,939 | $981,193 | | 2023 | $1,885,944 | $(968,000) | $4,665,587 | $5,583,531 |
PAY VS. PERFORMANCE
(a)The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for each applicable fiscal year. (b)The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (ii) the amount equal to the change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for equity awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the applicable fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in the total compensation for the applicable fiscal year. The valuation assumptions used to calculate the fair values for purposes of determining "compensation actually paid" did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: (c)
PAY VS. PERFORMANCE
| PEO - Amit Gupta, Chief Executive Officer | | | | | | | | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2025 | $2,103,004 | $— | $1,482,139 | $(748,120) | $— | $2,837,023 | | 2024 | $2,336,732 | $— | $334,949 | $334,549 | $— | $3,006,230 |
PAY VS. PERFORMANCE
(d)
PAY VS. PERFORMANCE
| PEO - Karim Temsamani, former Chief Executive Officer | | | | | | | | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2025 | $— | $— | $— | $— | $— | $— | | 2024 | $— | $— | $268,157 | $267,782 | $— | $535,939 | | 2023 | $921,000 | $(8,518,025) | $7,635,245 | $4,627,367 | $— | $4,665,587 |
PAY VS. PERFORMANCE
(3)The dollar amounts reported in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) for each applicable fiscal year in the "Total" column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Gupta and Mr. Temsamani) included for purposes of calculating the average amounts of total compensation in each applicable fiscal year are as follows: (ii) for 2025 and 2024, Ms. DeSieno and Mr. Lynton; (iii) for 2023, Mr. Gupta, Ms. DeSieno, Mr. Lynton and Andy Christiansen, our former Chief Financial Officer. (4)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) for each applicable fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:
PAY VS. PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $382,876 | $(292,375) | $472,642 | $563,143 | | 2024 | $367,375 | $(1,588,656) | $1,496,938 | $275,657 | | 2023 | $2,322,440 | $(2,397,833) | $2,580,468 | $2,505,075 |
PAY VS. PERFORMANCE
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
PAY VS. PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Average Equity Award Adjustments | | 2025 | $292,375 | $— | $292,419 | $(112,152) | $— | $472,642 | | 2024 | $1,168,802 | $— | $164,416 | $163,720 | $— | $1,496,938 | | 2023 | $2,302,500 | $(129,265) | $268,150 | $132,868 | $6,215 | $2,580,468 |
PAY VS. PERFORMANCE
(5)Cumulative total stockholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period. (6)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for each applicable fiscal year. Financial Performance Measures Our executive compensation program reflects a variable "pay-for-performance" philosophy. The performance measures that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our Chief Executive Officer and other NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our Chief Executive Officer and other NEOs, for the most recently completed fiscal year, to our performance are as follows: a.Net Loss b.Return on Investment Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable "pay-for-performance" philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the "Pay vs. Performance" table. Compensation Actually Paid and Net Loss The amount of compensation actually paid to Mr. Gupta and Mr. Temsamani and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) is generally aligned with our net loss over the three years presented in the table. While we do not use net loss as a performance measure in our executive compensation program, the measure of net loss is correlated with the measure adjusted contribution and adjusted EBITDA, which we do use for when setting goals in our short-term incentive compensation program and the performance-based RSUs that were awarded during 2025 to our PEO and other NEOs. Compensation Actually Paid and Cumulative TSR of the Company As demonstrated by the following graph, the amount of compensation actually paid to Mr. Gupta and Mr. Temsamani, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta and Mr. Temsamani) is generally aligned with our cumulative TSR over the three-year period. All information provided above under the "Pay vs. Performance" heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding the compensation earned for service on our Board of Directors with respect to the year ended December 31, 2025 by our non-employee directors. Mr. Gupta, our Chief Executive Officer, is also a member of our Board of Directors, but did not receive any additional compensation for his service as a director. Mr. Gupta's compensation as an executive officer is set forth above in the “Executive Compensation - 2025 Summary Compensation Table."
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Andre Fernandez | $59,240 | $21,890 | $81,130 | | Jon Francis | $40,411 | $21,890 | $62,301 | | Srishti Gupta | $41,532 | $21,890 | $63,422 | | Scott Hill | $62,046 | $21,890 | $83,936 | | Liane Hornsey | $45,655 | $21,890 | $67,545 | | Jack Klinck | $103,145 | $21,890 | $125,035 | | Alex Mishurov(2) | $— | $— | $— |
2025 Director Compensation Table
(1)This column reflects the aggregate grant date fair value of the RSU awards granted during the fiscal year as computed in accordance with ASC Topic 718 and reported as stock-based compensation in our consolidated financial statements. (2)Alex Mishurov joined our Board of Directors on September 19, 2023. Mr. Mishurov agreed to not receive any compensation for his service as a director through the 2026 Annual Meeting of Stockholders. (3)The table below shows the aggregate number of option awards and stock awards outstanding for each of our non-employee directors as of December 31, 2025:
2025 Director Compensation Table
| Name | Option Awards (#) | Stock Awards (#) | | Andre Fernandez | — | 11,000 | | Jon Francis | — | 11,000 | | Srishti Gupta | — | 11,000 | | Scott Hill | — | 11,000 | | Liane Hornsey | — | 11,000 | | Jack Klinck | 25,000(a) | 11,000 | | Alex Mishurov | — | — |
2025 Director Compensation Table
(a)Fully vested.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board of Directors has adopted a director compensation policy for our non-employee directors, which was amended in February 2026. The policy provides for the compensation of non-employee directors with cash and equity compensation. Under the policy as of December 31, 2025, each non-employee director received an annual board service retainer of $30,000, except for the Board Chair who received an annual board service retainer of $75,000. Under the policy as of December 31, 2025, the chair of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee received additional annual committee chair service retainers of $30,000, $15,000 and $15,000, respectively. Other members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee received additional annual cash retainers of $20,000, $10,000 and $10,000, respectively, for each such committee of which they were a member. Under the policy as amended in February 2026, each non-employee director will receive an annual board service retainer of $40,000, except for the Board Chair who will receive an annual board service retainer of $85,000. Under the policy as amended in February 2026, the chair of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee will receive additional annual committee chair service retainers of $30,000, $15,000 and $15,000, respectively. Other members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee will receive additional annual cash retainers of $20,000, $10,000 and $10,000, respectively, for each such committee of which they were a member. The annual cash compensation amounts set forth above are payable in equal quarterly installments, payable in arrears following the end of each calendar quarter in which the board service occurs, prorated for any partial months of service. Under the policy, we also reimburse all reasonable out-of-pocket travel expenses incurred by non-employee directors in attending meetings of our Board of Directors or any committee thereof. In addition to cash compensation, each non-employee director is eligible to receive RSU awards. Under the policy as of December 31, 2025, each continuing non-employee director as of the date of our Annual Meeting of Stockholders received an annual grant of a RSU award with a grant date fair value of $165,000; provided that in no event would the grant exceed 11,000 shares. Under the policy as amended, each continuing non-employee director as of the date of our Annual Meeting of Stockholders will receive an annual grant of a RSU award with a grant date fair value of $165,000; provided that in no event will the grant exceed 22,000 shares. The RSU award will vest in full on the first anniversary of such grant date; provided that the applicable non-employee director is, as of such vesting date, then a member of our Board of Directors. Further, under the policy as of December 31, 2025, each new non-employee director who joined our Board of Directors received a one-time RSU award upon the date of his or her appointment or election to our Board of Directors with a grant date fair value no greater than $165,000, pro-rated based on the amount of time until the next Annual Meeting of Stockholders; provided that in no event would the grant exceed 11,000 shares or, in the event that the grant is pro-rated, more shares than would be equal to 11,000 shares on an annualized basis. Under the policy as amended, each new non-employee director who joins our Board of Directors will receive a one-time RSU award upon the date of his or her appointment or election to our Board of Directors with a grant date fair value no greater than $165,000, pro-rated based on the amount of time until the next Annual Meeting of Stockholders; provided that in no event will the grant exceed 22,000 shares or, in the event that the grant is pro-rated, more shares than will be equal to 22,000 shares on an annualized basis. The RSU award will vest in full on the first anniversary of such grant date, provided that the applicable non-employee director is, as of such vesting date, then a member of our Board of Directors. The share cap on both the annual RSU award for each continuing non-employee director and the one-time RSU award for each new non-employee director was implemented in October 2023 to address stockholder concerns relating to the potential dilutive effect of these non-employee director equity awards.