DEF 14A of Cardlytics, Inc., Apr 12, 2024

DEF 14A of Cardlytics, Inc.

Filed Apr 12, 2024 · FY20230001666071-24-000077

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes and currently has nine members. The size of our Board of Directors increased to nine directors from eight directors on April 9, 2024, when the Board of Directors increased the size by one and appointed Liane Hornsey to our Board of Directors to fill the resulting vacancy. 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 four directors in the class whose term of office expires in 2024: Andre Fernandez, Aimée Lapic, Jessica Jensen and Liane Hornsey. Two of these directors, Aimée Lapic and Jessica Jensen, have elected not to stand for re-election at the Annual Meeting, and their term will expire at the Annual Meeting. Accordingly, our Board of Directors has approved a decrease in the size of our Board from nine directors to seven directors, effective upon the date of the Annual Meeting. Our Board of Directors has nominated Andre Fernandez and Liane Hornsey to serve as Class III directors. Mr. Fernandez was appointed as a director by our Board on January 1, 2024. Ms. Hornsey was appointed as a director by the Board on April 9, 2024. Mr. Fernandez and Ms. Hornsey were identified as potential director nominees by an independent member of our Board of Directors. If elected at the Annual Meeting, each nominee will serve until the 2027 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 the Company's policy to invite and encourage directors and nominees for director to attend the Annual Meeting. During our 2023 Annual Meeting of Stockholders eight of our directors who served at the time attended that meeting. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the two 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 two nominees named below. If either 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 either 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.

  2. Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 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.

  3. Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    | | Andre Fernandez has served as a member of our Board of Directors since January 2024. 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 August 2018 to October 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. Mr. Fernandez previously served on the Board of Directors of FaZe Holdings Inc., an e-sports and youth media and entertainment company, from July 2022 until the sale of the company in March 2024, and also served on its Audit and Compensation Committees. Mr. Fernandez earned an A.B. in Economics from Harvard College. Our Board of Directors believes that Mr. Fernandez's diverse management and financial expertise qualify him to serve on our Board of Directors. | | Andre Fernandez Director, age 55 | |

  4. Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    | | Liane Hornsey has served as a member of our Board of Directors since April 2024. Ms. Hornsey is currently serving 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 diverse management and compensation expertise qualify her to serve on our Board of Directors. | | Liane Hornsey Director, age 65 | |

  5. Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL" NOMINEES |

  6. Class I Directors Continuing in Office until the 2025 Annual Meeting

    Class I Directors Continuing in Office until the 2025 Annual Meeting

  7. Class I Directors Continuing in Office until the 2025 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 CS Disco, Inc. since June 2021 and as Chief Executive Officer of CS Disco on an interim basis since September 2023. 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 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 diverse financial expertise qualify him to serve on our Board of Directors. | | Scott Hill Director, age 56 | |

  8. Class I Directors Continuing in Office until the 2025 Annual Meeting

    | | Alex Mishurov has served as a member of our Board of Directors since September 2023. Mr. Mishurov 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 diverse financial expertise qualify him to serve on our Board of Directors. | | Alex Mishurov Director, age 48 | |

  9. Class I Directors Continuing in Office until the 2025 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 of General Motors Company since July 2022. Prior to his time at General Motors, Mr. Francis served as the Head of Global Analytics and Decision Sciences at PayPal Holdings, Inc. from November 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 October 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 diverse management expertise and experience in the data analytics industry qualify him to serve on our Board of Directors. | | Jon Francis Director, age 52 | |

  10. Class II Directors Continuing in Office until the 2026 Annual Meeting

    Class II Directors Continuing in Office until the 2026 Annual Meeting

  11. Class II Directors Continuing in Office until the 2026 Annual Meeting

    | | Karim Temsamani has served as our Chief Executive Officer since September 2022. Prior to joining our company, Mr. Temsamani worked at Stripe, serving as the Head of Global Partnerships from November 2021 to August 2022, and before that, as the Head of Banking and Financial Products at Stripe beginning in April 2019. Prior to his time at Stripe, Mr. Temsamani held numerous positions of increasing responsibility at Google from 2007 to April 2019, including President of Google's Asia-Pacific division from 2012 through April 2019 and VP, Global Head of Mobile from 2010 through 2012. Mr. Temsamani holds a B.A. degree in International Affairs from European Business School Paris. Our Board of Directors believes that Mr. Temsamani's business expertise and his daily insight into corporate matters as our Chief Executive Officer qualify him to serve on our Board of Directors. | | Karim Temsamani Chief Executive Officer, age 50 | |

  12. Class II Directors Continuing in Office until the 2026 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 diverse management expertise and experience in the financial services industry qualify him to serve on our Board of Directors. | | Jack Klinck Director, age 60 | |

  13. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  14. Executive Hires in 2023

    Executive Hires in 2023 Mr. Gupta was appointed as our Chief Operating Officer on January 23, 2023. In connection with his appointment, Mr. Gupta entered into an employment offer letter dated January 23, 2023 (the "Gupta Offer Letter"), a Severance Agreement (the "Gupta Severance Agreement") and an Employment Covenants Agreement, the terms of which are described below. Mr. Christiansen, our former Chief Financial Officer, resigned from his position effective as of July 21, 2023. Ms. DeSieno was appointed our Chief Financial Officer effective as of August 14, 2023. In connection with her appointment, Ms. DeSieno entered into an employment offer letter dated August 14, 2023 (the "DeSieno Offer Letter"), a Severance Agreement (the "DeSieno Severance Agreement") and an Employment Covenants Agreement, the terms of which are described below.

  15. Say-on-Pay Vote

    Say-on-Pay Vote At our 2023 Annual Meeting, our stockholders approved the advisory resolution on our Named Executive Officer compensation (the "Say-on-Pay Vote") with approximately 51.9% of the votes cast voting in favor of the resolution. Prior to 2023, since the inception of our Say-on-Pay Vote in 2021, the Company previously received approval of more than 90% of the votes cast at the 2021 and 2022 Annual Meetings. We were disappointed in the 2023 voting outcome and viewed it as important to get the input of our stockholders as to the reasons for the decrease in the approval percentage. As a result, the Company decided to engage in an annual stockholder outreach campaign. For this cycle, the stockholder outreach initiative was conducted in two phases: outreach was initially conducted during 2023, and additional feedback was solicited in 2024 prior to the Annual Meeting. In connection with this outreach, management sought feedback from our top 25 stockholders and key investors. Shareholders representing more than 30% of our outstanding shares responded and spoke directly with us. During these engagements we were able to speak to certain investors about our executive compensation program, including the fact that we planned to move from one-year to multi-year equity grants for equity refreshes for our Named Executive Officers, and further that we were not considering any equity acceleration in connection with any future Named Executive Officer departures. We also discussed our intent to move to performance-based equity awards in the form of PSUs in the future. During these discussions, we also received feedback expressing concern that our non-employee director compensation policy did not impose a share cap on the equity grants for our non-employee directors. In response to this feedback, in October 2023 we amended our non-employee director compensation policy to provide that in no event will an annual equity grant exceed 11,000 shares or, in the event that the equity grant is pro-rated, more shares than would be equal to 11,000 shares on an annualized basis. Please see the section below entitled "Director Compensation" for more details on our non-employee director compensation program. In 2021, our stockholders expressed their preference that future Say-on-Pay Votes be held every year through a separate advisory resolution. Based, in part, on the results of this vote, our Board of Directors determined that we would conduct future Say-on-Pay Votes on an annual basis. Consequently, the next Say-on-Pay Vote after this Annual Meeting will be held at our 2025 Annual Meeting of Stockholders.

  16. Relationship between Pay and Performance

    Relationship between Pay and Performance We design our executive compensation program to balance the goals of attracting, motivating, rewarding and retaining our Named Executive Officers and promoting the interests of our stockholders. To ensure this alignment and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our Named Executive Officers' annual target total direct compensation opportunity is both "at-risk" and variable in nature. In 2023, we emphasized performance-based compensation to appropriately reward our Named Executive Officers through two separate compensation elements: •First, we provided an annual bonus plan which was based on corporate and individual performance, and provided for payments in cash if we achieved our pre-established annual corporate performance objectives and each individual achieved their individual performance objectives. •In addition, we granted RSU awards that may be earned over a multi-year performance period, as long as the holder remains employed by us as of each vesting date. These types of variable pay elements ensure that a significant portion of our Named Executive Officers' target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with the Company's and their actual performance. We believe that this design provides balanced incentives for our Named Executive Officers to drive financial performance and long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years and our total stockholder return over this period.

  17. Executive Compensation Policies and Practices

    | WHAT WE DO | | WHAT WE DO NOT DO | | | ☑ | Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation policies and practices. | ☒ | No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other employees. | | ☑ | Retain an Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. This consultant performed no other consulting or other services for us in 2023. | ☒ | Limited Perquisites. We pay the health insurance premiums for our Named Executive Officers and other senior executives. We do not provide any additional perquisites or other personal benefits to our Named Executive Officers. | | ☑ | Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | ☒ | No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including "gross-ups") on payments or benefits contingent upon a change in control of the Company. | | ☑ | Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers' compensation is "at risk" based on corporate and individual performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders. | ☒ | No Special Health or Welfare Benefits. In 2023, we did not provide our Named Executive Officers with any health or welfare benefit programs, other than participation in our broad-based employee programs. | | ☑ | Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. | ☒ | No Hedging or Pledging of our Equity Securities. We prohibit our employees, including our Named Executive Officers, and the non-employee members of our Board from hedging or pledging our common stock. | | ☑ | Compensation Recovery ("Clawback") Policy. In October 2023, the Compensation Committee amended and restated the Cardlytics, Inc. Incentive Compensation Recoupment Policy (the "Clawback Policy") to comply with Section 10D of the Exchange Act, Exchange Act Rule 10D-1 and Listing Rule 5608 of the listing standards of Nasdaq. | ☒ | No "Single Trigger" Change in Control Severance Payments or Benefits. We do not provide "single trigger" change in control severance payments or benefits to our Named Executive Officers. |

  18. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation philosophy is to provide a compensation program that attracts and retains talented executive officers and motivates and rewards them to meet or exceed our short-term and long-term strategic objectives, while simultaneously creating sustainable long-term value for our stockholders. We strive to create an executive compensation program that is competitive, rewards achievement of our strategic objectives and aligns our executive officers' interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: •attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success; •provide compensation packages to our executive officers that are competitive and reward the achievement of our business objectives and effectively align their interests with those of our stockholders; and •effectively align our executive officers’ interests with those of our stockholders by focusing on long-term incentive compensation in the form of equity awards that correlate with the growth of sustainable long-term value for our stockholders. We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, short-term incentive compensation opportunities and long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our Named Executive Officers and stockholders and to link pay with performance. We have not adopted any policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation.

  19. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation The Compensation Committee reviews the base salary levels, short-term incentive compensation opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria at the beginning of each year, or more frequently as warranted. In making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: •our executive compensation program objectives; •our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board of Directors; •each individual Named Executive Officer's knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the scope of each Named Executive Officer's role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; •the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team; •the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives; •our Chief Executive Officer's compensation relative to that of our Named Executive Officers, and compensation parity among our Named Executive Officers; •our financial performance relative to our compensation peer group; •the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and •the recommendations of our Chief Executive Officer with respect to the compensation of our Named Executive Officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinate in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. In making its decisions, which are subjective in nature, the members of the Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment. The Compensation Committee does not engage in formal benchmarking against other companies' compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, and more broad-based compensation surveys to gain a general understanding of market compensation levels. Generally, the Compensation Committee considers the range between the 25th and 75th percentiles of the competitive market data that it reviews as the starting point for its discussions of the appropriate compensation levels for our Named Executive Officers.

  20. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In 2023, the Compensation Committee engaged Compensia, Inc. ("Compensia"), a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers, and assist with the data analysis and selection of the compensation peer group. During 2023, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the following: •consultation with the Compensation Committee chairperson and other members between Compensation Committee meetings; •review, research and updating of our compensation peer group; •an analysis of competitive market data for our Named Executive Officers and evaluation of how the compensation we pay our Named Executive Officers compares both to our performance and to how the companies in our compensation peer group compensate their executives; •a review of competitive market practices for equity compensation, including burn rate and overhang; •a review and assessment of executive severance and change-in-control agreements; •an analysis of the bonus structure for the Company sales positions; •an analysis of the compensation for the Company; •an assessment of executive compensation trends within our industry, and providing updates on corporate governance and regulatory issues and developments; •consideration of the adoption of an inducement equity compensation plan; •consideration of a stock option exchange program; and •support on other ad hoc matters throughout the year. The terms of Compensia's engagement includes reporting directly to the Compensation Committee chair. Compensia also coordinated with our management on data collection and job matching for our executive officers. In 2023, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has evaluated Compensia's independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia.

  21. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group, however, is only one of several factors that the Compensation Committee considers in making its decisions with respect to the compensation of our Named Executive Officers. At the end of 2022 and into the beginning of 2023, the Compensation Committee used the following compensation peer group to analyze the compensation of our Named Executive Officers and make its initial compensation decisions for the year. This compensation peer group, which was finalized in October 2022 with the assistance of Compensia, was comprised of publicly traded technology companies. In evaluating the companies comprising the compensation peer group, Compensia considered the following primary criteria which did not change from the prior year: •publicly traded companies headquartered in the United States with a preference for companies headquartered in the Southeast portion of the United States; •companies in the software/Internet and advertising GICS sub-industry sectors; •similar revenues – within a range of ~0.5x to ~2.5x our prior four quarters' revenues; and •similar market capitalization – within a range of ~0.25x to ~4.0x our then-market capitalization. This compensation peer group consisted of the following companies: This compensation peer group was used by the Compensation Committee throughout 2023 as a reference for understanding the competitive market for executive positions in our industry sector. The Compensation Committee used data drawn from the companies in our compensation peer group, as well as data from broad survey cuts drawn from the Radford Global Technology Survey database, covering U.S. based technology companies with revenue between $150 million and $750 million, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target short-term incentive compensation opportunities and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition if warranted, considering changes in both our business and the businesses of the companies in the peer group.

  22. Compensation Elements

    Compensation Elements Generally, our executive compensation program consists of three principal elements – base salary, short-term incentive compensation opportunities and long-term incentive compensation opportunities in the form of equity awards:

  23. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance. | | Short-Term Incentive Compensation | Variable | Cash | Designed to motivate our executives to achieve specific business objectives and provide financial incentives when we meet or exceed our objectives during the operative period. | | Long-Term Incentive Compensation | Variable | Equity awards in the form of RSU awards and/or PSU awards that may be settled for shares of our common stock. | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value. |

  24. Short-Term Incentive Compensation

    Short-Term Incentive Compensation In 2023, we provided all of our employees, including our Named Executive Officers, with the opportunity to earn annual incentives in the form of bonus awards to compensate them for the achievement of pre-established annual corporate performance objectives and their individual performance. The corporate performance objectives were designed to align with the annual financial measures contained in the budget developed by our management and reviewed and approved by our Board of Directors. On March 31, 2023, the Compensation Committee approved the Cardlytics 2023 Bonus Plan (the "2023 Bonus Plan") to provide eligible participants, including our Named Executive Officers, with the opportunity to earn a cash bonus based upon the achievement of pre-established corporate performance objectives as well as the participants' individual performance during the year. For the full year, participants were eligible to earn bonus payouts in amounts ranging from 0% to 140% of the allotted amount based on corporate achievement, with an adjustment of bonus payments, either upward or downward, based on an assessment of each participant's individual performance. The target performance levels for the corporate measures represented goals that were designed to be difficult to fully achieve. Bonus amounts earned were to be paid after the end of the year. Target Annual Short-Term Incentive Compensation Opportunities For purposes of the 2023 Bonus Plan, bonuses were to be based upon a specific percentage of each participant's annual base salary. In February 2023, the Compensation Committee reviewed the target annual short-term incentive compensation opportunities of our then-Named Executive Officers. Following this review and after taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our Chief Executive Officer (except with respect to his own target annual short-term incentive compensation opportunity), as well as the other factors described in in "Compensation-Setting Process – Setting Target Total Direct Compensation" above, the Compensation Committee determined to maintain the target annual short-term incentive compensation opportunity of each of our then-Named Executive Officers at 75% of his or her annual base salary. Accordingly, the target annual short-term incentive compensation opportunities of our Named Executive Officers as determined in 2023 were as follows:

  25. Short-Term Incentive Compensation

    | Named Executive Officer | 2023 Target Annual Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Bonus Opportunity ($) | | Mr. Temsamani | 75% | $375,000 | | Mr. Gupta | 75% | $246,678(1) | | Mr. Lynton | 75% | $233,576(2) | | Mr. Christiansen | 75% | $262,500(3) |

  26. Short-Term Incentive Compensation

    (1)Mr. Gupta's target annual short-term incentive compensation opportunity was effective on January 23, 2023, his first day as our Chief Operating Officer. (2)Mr. Lynton's target annual short-term incentive compensation opportunity increased from $202,500 to $240,000 when his annual base salary was increased from $269,989 to $325,000 effective on April 1, 2023. (3)Mr. Christiansen resigned as Chief Financial Officer on July 21, 2023. Ms. DeSieno was appointed to Chief Financial Officer effective as of August 14, 2023. The target annual bonus opportunity described above was approved prior to Ms. DeSieno's appointment. Following her appointment to Chief Financial Officer she was eligible for a prorated portion of the 2023 bonus, with an initial target annual bonus opportunity of 75%. Corporate Performance Objectives In March 2023, the Compensation Committee selected adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") as the corporate performance measure for purposes of determining potential annual bonus payouts under the 2023 Bonus Plan. For this purpose: •"Adjusted EBITDA" is a non-GAAP financial measure that is defined as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration costs (benefits); and change in fair value of contingent consideration. We do not consider these excluded items to be indicative of our core operating performance. The Compensation Committee selected "adjusted EBITDA" as the corporate performance measures for the 2023 Bonus Plan based on its belief that it is the most appropriate top-line and bottom-line indicator of the effectiveness of our growth strategy and our ability to continue to make large investments to evolve our platform. Adjusted EBITDA is a key measure used by management to understand and evaluate the core operating performance and trends and to generate future operating plans, make strategic decisions regarding the allocation of capital and invest in initiatives that are focused on cultivating new markets for our solution. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. Reconciliations from adjusted EBITDA to net loss and from adjusted contribution to gross profit are set forth in Appendix A to this Proxy Statement. Using the levels described in the table below, the Compensation Committee established an annual target level for adjusted EBITDA, which was set above adjusted EBITDA achieved by the Company in 2022. The Compensation Committee established an annual threshold performance level below which no payout would be made. The Compensation Committee selected these target levels in order to incentivize performance and ensure the business rewards employees based on both the Company's performance and individual performance. Further, as demonstrated in the table below, 100% of the corporate component could not be paid out unless the target performance level for the corporate performance measure was achieved. A lower payout of 50% - 99.9% would be paid out if the threshold was achieved but the target was not achieved to recognize performance while still incentivizing achievement of the target performance level. Potential bonuses for our Named Executive Officers under the 2023 Bonus Plan could range from 0% to 140% of their target annual short-term incentive compensation opportunity with respect to the adjusted EBITDA corporate performance measure. Below is the payout methodology for our actual performance for the full year under the corporate performance component of the 2023 Bonus Plan:

  27. 2023 Bonus Plan Methodology

    2023 Bonus Plan Methodology

  28. 2023 Bonus Plan Methodology

    | Adjusted EBITDA (1) | Adjust EBITDA Amounts (in millions) | Payout | | Below Threshold | ($6.41) million or less | 0% | | Threshold | ($6.40) million | 50% | | Threshold to Target | ($6.39) million to ($2.61) million | 51% to 99% | | Target | ($2.60) million | 100% | | Above Target | ($2.59) million to $20.00 million | 101% to 140% |

  29. 2023 Bonus Plan Methodology

    (1) For purposes of the 2023 Bonus Plan, achievement of the adjusted EBITDA performance objective was to be determined by comparing results to the target level with all bonus expense and budgeted capital software development expense removed. The target levels for the adjusted EBITDA performance objectives are exclusive of eligible executive bonus payouts earned. Individual Annual Performance Review Impact In addition to achieving the corporate performance measure target levels, each Named Executive Officer received an annual performance review for 2023. This individual performance review rating would directly impact their potential 2023 annual bonus payment. Each Named Executive Officer received a bonus payment based on the corporate performance level achieved adjusted for their individual performance based on the results of their annual performance review.

  30. 2023 Bonus Plan Methodology

    | Individual Performance Review Rating | Individual Performance Review Rating Scale | Individual Performance Adjustment Percentage | | Transformative Impact | 5 | 140% | | Significant Impact | 4 | 110% | | Satisfactory Impact | 3 | 100% | | Minimal Impact | 2 | 50% | | No Impact | 1 | 0% |

  31. 2023 Bonus Plan Methodology

    2023 Bonus Plan Payments For the full year of 2023, our financial results were as follows for purposes of the 2023 Bonus Plan:

  32. 2023 Bonus Plan Methodology

    | Corporate Performance Measure | Target Performance Level | Threshold Performance Level | Actual Performance Level | Attainment Percentage | Attainment Percentage Adjusted for Individual Performance(1) | Bonus Payout as a Percentage of Salary | | Adjusted EBITDA | $(2,600,000) | $(6,400,000) | $(3,100,000) | 93.1% | 102.4% | 76.8% | | Payout | | | | | | 76.8% |

  33. 2023 Bonus Plan Methodology

    (1)All Named Executive Officers received a "Significant Impact" rating during their 2023 annual performance review. The corporate performance measure for the 2023 Bonus Plan was met at 93.1%; however, each of our Named Executive Officers attained individual performance rating of Significant Impact (110%), which increased the payout percentage from 93.1% to 102.4%. Each Named Executive Officer's bonus opportunity was equal to 75% of their annual base salary. Applying a payout percentage of 102.4%, each Name Executive Officer received an annual bonus equal to 76.8% of their respective base salary. Mr. Gupta and Ms. DeSieno's bonus opportunity was prorated based off of their respective start dates. Our Named Executive Officers received the following bonus payouts for 2023.

  34. 2023 Bonus Plan Methodology

    | Named Executive Officer | Target Annual Bonus ($) | Pre-Payment Annual Bonus Opportunity ($) | Annual Bonus Payout Approved ($) | Annual Bonus Payout, Excluding Pre-Payment ($) | | Mr. Temsamani | $375,000.00 | $— | $384,038 | $384,038 | | Mr. Gupta | $246,678.08 | $39,375 | $252,623 | $213,248 | | Ms. DeSieno | $115,068.49 | $— | $117,842 | $117,842 | | Mr. Lynton | $233,576.77 | $36,563 | $239,206 | $202,643 | | Mr. Christiansen(1) | $262,500.00 | $— | $— | $— |

  35. 2023 Bonus Plan Methodology

    (1) Mr. Christiansen resigned as our Chief Financial Officer on July 21, 2023. The Compensation Committee approved a prepayment to Mr. Gupta and Mr. Lynton a portion of their 2023 bonus equal to 15% of their 2023 target annual bonus opportunities. These bonus prepayments were to be retained by Mr. Gupta and Mr. Lynton regardless of whether they received an annual bonus based on the Company's 2023 performance in whole or in part. Because Mr. Gupta and Mr. Lynton received an annual bonus based on the Company's 2023 performance, the bonus prepayment was subtracted from their annual bonus payouts. No other Named Executive Officer received a bonus prepayment. The bonuses paid to our Named Executive Officers for 2023 are set forth in the "2023 Summary Compensation Table" below.

  36. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Typically, we have granted equity awards to our Named Executive Officers as part of the Compensation Committee's annual review of our executive compensation program. Currently, we use RSU awards with time-based vesting requirements that may be settled for shares of our common stock to retain, motivate, and reward our Named Executive Officers, and encourage them to drive long-term increases in the value of our common stock. We believe that because such awards represent the right to receive shares of our common stock upon settlement and have value even in the absence of stock price appreciation, so we are able to incentivize and retain our Named Executive Officers using fewer shares of our common stock. Since their value increases with any increase in the value of the underlying shares, RSU awards also serve as an incentive which aligns with the long-term interests of our Named Executive Officers and stockholders. Prior to 2023, we granted PSU awards subject to pre-established performance conditions that may be earned and, upon vesting, may be settled for shares of our common stock to retain, motivate and reward our Named Executive Officers and encourage them to drive long-term increases in the value of our common stock. The Compensation Committee continues to believe that PSU awards serve as an effective source of motivation to our Named Executive Officers to drive our financial performance. In addition, PSU awards provide a direct link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives. The Compensation Committee intends to evaluate additional PSUs grants in the future. To date, the Compensation Committee has not applied a rigid formula in determining the size and form of the equity awards to be granted to our Named Executive Officers as part of our annual focal review of equity awards. Instead, in making these decisions, the Compensation Committee has exercised its judgment as to the amount and form of the awards after considering the factors described in "Governance of Executive Compensation Program – Compensation-Setting Process" above. Based upon these factors, the Compensation Committee has determined the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. During 2023, the Compensation Committee granted long-term incentive compensation opportunities to our Named Executive Officers in the form of time-based RSU awards only no PSU awards were granted. The number of shares of our common stock subject to the equity awards granted was determined by the Compensation Committee after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our Chief Executive Officer, the amount of equity compensation held by each Named Executive Officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives) and the other factors described in "Compensation-Setting Process – Setting Target Total Direct Compensation" above. The RSU awards granted to our Named Executive Officers during 2023 were as follows:

  37. Long-Term Equity Incentive Compensation

    | Named Executive Officer | RSU Awards granted during 2023 | | Mr. Temsamani | 200,000 | | Mr. Gupta | 350,000 | | Ms. DeSieno | 350,000 | | Mr. Lynton | 100,000 | | Mr. Christiansen | — |

  38. Long-Term Equity Incentive Compensation

    RSU Awards Most time-based RSU awards vest over a one- to two-year period, with a vesting schedule that varies over that respective time period contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date. Subject to any capitalization adjustment (as defined in the 2018 Equity Incentive Plan), one share of our common stock (or its cash equivalent, at the discretion of the Company) will be issued for each RSU that vests. Equity Award Grant to Mr. Temsamani On April 5, 2023, our Compensation Committee approved the grant of 200,000 RSUs to Mr. Temsamani, our Chief Executive Officer, as part of his 2023 annual compensation review. The RSU award is subject to the terms of the RSU award agreement by and between the Company and Mr. Temsamani. Twenty-five percent of the RSUs vested on each of July 1, 2023 and October 1, 2023, January 1, 2024 and April 1, 2024, respectively. Equity Award Grant to Mr. Gupta On January 23, 2023, our Compensation Committee approved the grant of 350,000 RSUs to Mr. Gupta, our Chief Operating Officer, as part of his compensation arrangement to join the company. The RSU award is subject to the terms of the 2022 Inducement Plan and an RSU award agreement by and between the Company and Mr. Gupta. Fifty percent of the RSU award vested on January 23, 2024, and the remaining 50% of the RSU Award shall vest quarterly over the following year, subject to his continuous service with the Company as of each respective vesting date. Equity Award Grant to Mr. Lynton On April 5, 2023, our Compensation Committee approved the grant of 100,000 RSUs to Mr. Lynton, our Chief Legal and Privacy Officer, as part of his 2023 annual compensation review. The RSU award is subject to the terms of the RSU award agreement by and between the Company and Mr. Lynton. Twenty-five percent of the RSUs vested on each of July 1, 2023 and October 1, 2023, January 1, 2024 and April 1, 2024, respectively. Equity Award Grant to Ms. DeSieno On August 14, 2023, our Compensation Committee approved the grant of 350,000 RSUs to Ms. DeSieno, our Chief Financial Officer, as part of her compensation arrangement to join the company. The RSU award is subject to the terms of the 2022 Inducement Plan and an RSU award agreement by and between the Company and Ms. DeSieno. Fifty percent of the RSU award shall vest on August 14, 2024, and the remaining 50% of the RSU Award shall vest quarterly over the following year, subject to her continuous service with the Company as of each respective vesting date. The equity awards granted to our Named Executive Officers during 2023 are set forth in the "2023 Summary Compensation Table" and the "Grants of Plan-Based Awards in 2023 Table" below.

  39. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718"), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers, non-employee directors, and other employees. This compensation expense is based on the grant date "fair value" of the equity award and, in most cases, will be recognized ratably over the award's requisite service period (which, generally, will correspond to the award's vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  40. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2021, 2022 and 2023 by our Named Executive Officers, which includes our principal executive officer, each individual who served as our principal executive officer during 2023, and our other most highly compensated executive officers as of December 31, 2023.

  41. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Bonus ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Karim Temsamani, Chief Executive Officer and Director(11) | 2023 | 500,001 | 968,000(1) | — | 384,038(8) | 33,905(9) | 1,885,944 | | | 2022 | 166,667 | 16,909,931(2) | 250,000 | — | 7,357(9) | 17,333,955 | | Amit Gupta, Chief Operating Officer(12) | 2023 | 331,002 | 1,925,000(3) | 100,000(6) | 252,623(8) | 28,002(9) | 2,636,627 | | Alexis DeSieno, Chief Financial Officer(13) | 2023 | 153,538 | 4,784,500(4) | 165,000(7) | 117,842(8) | 7,086(9) | 5,227,966 | | Nick Lynton, Chief Legal and Privacy Officer(14) | 2023 | 311,247 | 484,000(5) | — | 239,206(8) | 26,972(9) | 1,061,425 | | | 2022 | 243,495 | 1,305,825 | 2,500 | 11,075 | 13,057(9) | 1,575,952 | | Andrew C. Christiansen, Former Chief Financial Officer(14) | 2023 | 197,538 | — | — | — | 166,205(9)(10) | 363,743 | | | 2022 | 350,000 | 4,305,754 | — | 44,298 | 21,113(9) | 4,721,165 | | | 2021 | 338,333 | 3,035,858 | 56,700 | 132,300 | 12,949(9) | 3,576,140 |

  42. 2023 Summary Compensation Table

    (1)The reported amounts include the grant date fair value of 200,000 service-based RSUs vesting over a one-year period that were granted to Mr. Temsamani in April 2023. (2)The reported amounts include the grant date fair value of 1,345,261 service-based RSUs vesting over a four-year period that were granted to Mr. Temsamani in September 2022. (3)The reported amounts include the grant date fair value of 350,000 service-based RSUs vesting over a two-year period that were granted to Mr. Gupta in January 2023. (4)The reported amounts include the grant date fair value of 350,000 service-based RSUs vesting over a two-year period that were granted to Ms. DeSieno in August 2023. (5)The reported amounts include the grant date fair value of 100,000 service-based RSUs vesting over a one-year period that were granted to Mr. Lynton in April 2023. (6)The reported amount reflects a signing bonus of $100,000. (7)The reported amount reflects the signing bonus of $165,000. (8)The reported amount reflects the 2023 annual bonus received in connection with 2023 bonus plan. (9)This amount includes our Section 401(k) plan matching contributions as well as life and health insurance premiums paid by us. (10)The reported amount includes severance payments of $145,833 that were accrued during 2023. (11)Mr. Temsamani was not a Named Executive Officer for the year ended December 31, 2021. (12)Mr. Gupta was not a Named Executive Officer for the years ending December 31, 2021 or 2022. (13)Ms. DeSieno was not a Named Executive Officer for the years ending December 31, 2021 or 2022. (14)Mr. Lynton was not a Named Executive Officer for the year ended December 31, 2021. (15)Mr. Christiansen, our former Chief Financial Officer, resigned from his position effective as of July 21, 2023.

  43. Grants of Plan-Based Awards in 2023 Table

    Grants of Plan-Based Awards in 2023 Table The following table shows certain information regarding the time-based RSU awards granted under our 2018 Equity Incentive Plan and the 2022 Inducement Plan to our Named Executive Officers during 2023.

  44. Grants of Plan-Based Awards in 2023 Table

    | Name and Principal Position | Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards | Grant Date Fair Value of Stock Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Shares (#) | | | Karim Temsamani, Chief Executive Officer and Director | RSU | 4/5/2023 | | | | 200,000(2) | 968,000 | | | | (1) | 187,500 | 375,000 | 525,000 | | | | Amit Gupta, Chief Operating Officer | RSU | 1/23/2023 | | | | 350,000(3) | 1,925,000 | | | | (1) | 123,339 | 246,678 | 345,349 | | | | Alexis DeSieno, Chief Financial Officer | RSU | 8/14/2023 | | | | 350,000(3) | 4,784,500 | | | | (1) | 57,534 | 115,068 | 161,095 | | | | Nick Lynton, Chief Legal and Privacy Officer | RSU | 4/5/2023 | | | | 100,000(2) | 484,000 | | | | (1) | 116,789 | 233,577 | 327,008 | | |

  45. Grants of Plan-Based Awards in 2023 Table

    (1)These rows represent possible payouts pursuant to the short-term incentive compensation 2023 Bonus Plan. For more information about the 2023 Bonus Plan and the amounts actually awarded to our Named Executive Officers, see "Compensation Discussion and Analysis." (2)The reported awards include service-based restricted stock units vesting over a one-year period, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date. (3)The reported awards include service-based restricted stock units vesting over a two-year period, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date.

  46. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 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 remain outstanding as of December 31, 2023:

  47. 2023 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Karim Temsamani, Chief Executive Officer and Director | | | | | 924,867(2) | 8,518,025(11) | | | | | | | 100,000(10) | 921,000(11) | | Amit Gupta, Chief Operating Officer | | | | | 350,000(2) | 3,223,500(11) | | Alexis DeSieno, Chief Financial Officer | | | | | 350,000(2) | 3,223,500(11) | | Nick Lynton, Chief Legal and Privacy Officer | 779 | — | 24.48 | 4/1/2027 | | | | | | | | | 1,613(3) | 14,856(11) | | | | | | | 806(3) | 7,423(11) | | | | | | | 807(3) | 7,432(11) | | | | | | | 6,312(4) | 58,134(11) | | | | | | | 6,312(5) | 58,134(11) | | | | | | | 6,312(5) | 58,134(11) | | | | | | | 807(6) | 7,432(11) | | | | | | | 1,364(7) | 12,562(11) | | | | | | | 5,812(8) | 53,529(11) | | | | | | | 17,358(9) | 159,867(11) | | | | | | | 50,000(10) | 460,500(11) |

  48. 2023 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)These shares represent awards granted under our 2022 Inducement Plan. (3)These shares represent unvested shares underlying a PSU award granted in April 2020 and were forfeited in April 2024 due to the performance targets not being met. (4)These shares represent unvested shares underlying a PSU award granted in August 2022. The unvested shares vest in April 2026 if the performance targets are met. (5)These shares represent unvested shares underlying a PSU award granted in August 2022. The unvested shares vest in April 2026 if the performance targets are met. (6)These shares represent unvested shares underlying a RSU award granted in April 2020 and will vest in April 2024. (7)These shares represent unvested shares underlying a RSU award granted in April 2021. In April 2024, 50% of this grant vested. The remaining unvested portion of this grant will vest in April 2025. (8)These shares represent unvested shares underlying a RSU award granted in March 2022. The remaining unvested shares vest in equal amounts quarterly for nine quarters. (9)These shares represent unvested shares underlying a RSU award granted in July 2022. The remaining unvested shares vest in equal amounts quarterly for 11 quarters. (10)These shares represent unvested shares underlying a RSU award granted in April 2023 award and 50% of such shares vested on January 1, 2024 and 50% of such shares vested in April 2024. (11)The market value amount is calculated based on the closing price of our common stock of $9.21 per share on December 29, 2023.

  49. Option Exercises and Stock Vested in 2023 Table

    Option Exercises and Stock Vested in 2023 Table The following table provides certain information with respect to RSU award and PSU award vesting for our Named Executive Officers during 2023. None of our Named Executive Officers exercised any stock options during 2023.

  50. Option Exercises and Stock Vested in 2023 Table

    | | Stock Awards | | | Name and Principal Position | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Karim Temsamani, Chief Executive Officer and Director | 520,394 | $7,635,245 | | Amit Gupta, Chief Operating Officer | — | $— | | Alexis DeSieno, Chief Financial Officer | — | $— | | Nick Lynton, Chief Legal and Privacy Officer | 70,216 | $804,451 | | Andrew Christiansen, Former Chief Financial Officer | 61,540 | $714,981 |

  51. Option Exercises and Stock Vested in 2023 Table

    (1)Consists of performance-based units granted in 2020 that vest over a four-year period, RSU awards granted in 2022 that vest over a four-year period or vest over a two-year period and RSU awards granted in 2023 that vest over a two-year period or vest over a one-year period. Upon vesting, the RSU awards were settled by issuing that number of shares of our common stock that equal the number of units that have been earned and vested. (2)The value realized on vesting is equal to the closing price per share of our common stock on the vesting date multiplied by the number of units vested on that date. Upon vesting, the RSU awards were settled by issuing that number of shares of our common stock that equal the number of units that vested.

  52. Pay Ratio Disclosure

    Pay Ratio Disclosure Under Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all our employees (except our Chief Executive Officer), the annual total compensation of our Chief Executive Officer and the ratio of the median of the annual total compensation of all our employees compared to the annual total compensation of our Chief Executive Officer (the "CEO Pay Ratio"). Since there has been no change in our employee population or employee compensation arrangements in the past year that we reasonably believe would result in a significant change to our pay ratio disclosure, we have elected to use the same median employee that was identified for 2022 to calculate our 2023 CEO pay ratio, as allowed by Item 402(u) of Regulation S-K. To identify our median employee, we used the following methodology: •To determine our total population of employees, we included all full-time, part-time, seasonal and temporary employees as of December 31, 2022. •We identified our median employee from our employee population based on each employee's 2022 base salary. •Base salaries paid in foreign currencies were converted to U.S. dollars based on the exchange rates in effect on December 31, 2022. To determine their total compensation of the median employee we calculated the annual total compensation of this employee for 2023 in accordance with the requirements of the Summary Compensation Table. For 2023, the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $252,016 and the annual total compensation of our Chief Executive Officer, as reported in the 2023 Summary Compensation Table included in this Proxy Statement, was $1,885,944. Based on this information, the ratio of our Chief Executive Officer's annual total compensation to the median of the annual total compensation of all our employees was 7:1.

  53. 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 the "Compensation Discussion and Analysis" above.

  54. PAY VS. PERFORMANCE

    | Pay Versus Performance Table | | | | | | | | Year | Summary Compensation Table Total for PEO - Karim Temsamani, Chief Executive Officer(1) | Compensation Actually Paid to PEO - Karim Temsamani, Chief Executive Officer (2) | Summary Compensation Table Total for PEO - Lynne Laube, former Chief Executive Officer(1) | Compensation Actually Paid to PEO - Lynne Laube, former Chief Executive Officer (2) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | | 2023 | $1,885,944 | $5,583,531 | $— | $— | $2,322,440 | $2,505,075 | | 2022 | $17,333,955 | $8,199,633 | $8,105,384 | $11,009,497 | $2,962,076 | $(1,369,258) | | 2021 | $— | $— | $6,625,395 | $(15,130,174) | $2,803,310 | $(5,836,574) | | 2020 | $— | $— | $5,773,600 | $34,104,283 | $2,765,365 | $13,724,075 |

  55. PAY VS. PERFORMANCE

    | | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(9) | Company Selected Measure | Company Supplemental Measure | | Year | Total Stockholder Return(7) | Peer Group Total Stockholder Return(8) | | Adjusted Contribution (millions)(3) | Adjusted EBITDA (millions)(4) | | 2023 | $159 | $143 | $(135) | $159 | $4 | | 2022 | $9 | $67 | $(465) | $143 | $(45) | | 2021 | $46 | $121 | $(129) | $130 | $(12) | | 2020 | $227 | $144 | $(55) | $82 | $(8) |

  56. PAY VS. PERFORMANCE

    (1)The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Temsamani, our Chief Executive Officer, and Ms. Laube, 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. Temsamani and Ms. Laube, 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 and Ms. Laube 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 and Ms. Laube's total compensation for each covered fiscal year to determine the compensation actually paid to each of them for such fiscal year: (3)Adjusted Contribution is a non-GAAP measure for which Gross Profit is the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. Adjusted contribution is defined as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partner. Adjusted contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. Please refer to Appendix A for the "Reconciliation of GAAP Gross Profit to Adjusted Contribution." (4)Adjusted EBITDA is a non-GAAP measure for which Net Loss is the most directly comparable measure calculated and presented in accordance with GAAP in our financial statements. Adjusted EBITDA is defined as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration (benefits) costs; and change in fair value of contingent consideration. Please refer to Appendix A for the "Reconciliation of GAAP Net Loss to Adjusted EBITDA."

  57. PAY VS. PERFORMANCE

    | PEO - Karim Temsamani, 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 | | 2023 | $1,885,944 | $(968,000) | $4,665,587 | $5,583,531 | | 2022 | $17,333,955 | $(16,909,931) | $7,775,609 | $8,199,633 |

  58. PAY VS. PERFORMANCE

    | PEO - Lynne Laube, 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 | | 2023 | $— | $— | $— | $— | | 2022 | $8,105,384 | $(7,575,254) | $10,479,367 | $11,009,497 | | 2021 | $6,625,395 | $(5,898,263) | $(15,857,306) | $(15,130,174) | | 2020 | $5,773,600 | $(5,332,211) | $33,662,894 | $34,104,283 |

  59. PAY VS. PERFORMANCE

    (a)The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" and "Option Awards" columns 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:

  60. PAY VS. PERFORMANCE

    | PEO - Karim Temsamani, 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 | | 2023 | $921,000 | $(8,518,025) | $7,635,245 | $4,627,367 | $— | $4,665,587 | | 2022 | $7,775,609 | $— | $— | $— | $— | $7,775,609 |

  61. PAY VS. PERFORMANCE

    | PEO - Lynne Laube, 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 | | 2023 | $— | $— | $— | $— | $— | $— | | 2022 | $— | $— | $295,546 | $(5,841,747) | $16,025,569 | $10,479,367 | | 2021 | $3,501,448 | $(15,135,022) | $— | $(4,223,732) | $— | $(15,857,306) | | 2020 | $23,027,373 | $8,989,875 | $102,984 | $1,542,662 | $— | $33,662,894 |

  62. PAY VS. PERFORMANCE

    (5)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. Temsamani and Ms. Laube) for each applicable fiscal year in the "Total" column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Temsamani and Ms. Laube) included for purposes of calculating the average amounts of total compensation in each applicable fiscal year are as follows: (i) for 2023, Mr. Gupta, Ms. DeSieno, Mr. Lynton and Mr. Christiansen; (ii) for 2022, Mr. Christiansen, Mr. Lynton and Kirk Somers, our former Chief of Legal and Privacy Officer; (iii) for 2021, Mr. Christiansen and Mr. Somers; and (iv) for 2020, Mr. Christiansen and Mr. Somers. (6)The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Temsamani and Ms. Laube), 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. Temsamani and Ms. Laube) 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. Temsamani and Ms. Laube) for each applicable fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:

  63. 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 | | 2023 | $2,322,440 | $(2,397,833) | $2,580,468 | $2,505,075 | | 2022 | $2,962,076 | $(3,934,969) | $(396,365) | $(1,369,258) | | 2021 | $2,803,310 | $(2,276,866) | $(6,363,018) | $(5,836,574) | | 2020 | $2,765,365 | $(2,429,300) | $13,388,010 | $13,724,075 |

  64. PAY VS. PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  65. 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 | | 2023 | $2,302,500 | $(129,265) | $268,150 | $132,868 | $6,215 | $2,580,468 | | 2022 | $342,519 | $(2,588,113) | $114,281 | $(962,317) | $2,697,265 | $(396,365) | | 2021 | $1,126,339 | $(5,984,452) | $— | $(1,504,905) | $— | $(6,363,018) | | 2020 | $9,671,454 | $3,096,513 | $78,564 | $541,479 | $— | $13,388,010 |

  66. PAY VS. PERFORMANCE

    (7)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. (8)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Composite Index. (9)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for each applicable fiscal year. Financial Performance Measures As described in greater detail in "Executive Compensation – Compensation Discussion and Analysis," 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 Income (loss) b.Adjusted EBITDA c.Adjusted Contribution d.Relative TSR (the Company's TSR as compared to a peer group established by the Compensation Committee) e.Return on Investment Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in "Executive Compensation – Compensation Discussion and Analysis," 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. Temsamani and Ms. Laube and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our net income over the four years presented in the table. While we do not use net income as a performance measure in our executive compensation program, the measure of net income 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 2020, 2021 and 2022 to our PEOs and other NEOs. Compensation Actually Paid and Adjusted Contribution As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube), is generally aligned with our adjusted contribution over the four years presented in the table. As described above, we define adjusted contribution as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted contribution is the financial performance measure that, in our assessment, represents one of the two most important performance measures used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance. We use adjusted contribution when setting goals in our short-term incentive compensation program, as well as for setting goals for the performance-based RSUs awards that are granted to our PROs and other NEOs. As described in more detail in "Executive Compensation – Compensation Discussion and Analysis," we target that approximately 1% of the value of total compensation awarded to our PEOs and other NEOs consists of amounts determined under our short-term incentive compensation program and approximately 85% of the value of total compensation awarded to our PEOs and other NEOs is to be comprised of equity awards, including restricted stock unit awards, performance-based restricted stock unit awards and stock options. Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our adjusted EBITDA over the four years presented in the table. As described above, we define adjusted EBITDA as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration (benefits) costs; and change in fair value of contingent consideration. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBITDA is one of the two most important financial performance measures used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance. We use adjusted EBITDA when setting goals in our short-term incentive compensation program, as well as for setting goals for the performance-based RSU awards that are granted to our PEOs and other NEOs. As described in more detail in "Executive Compensation – Compensation Discussion and Analysis," we target that approximately 1% of the value of total compensation awarded to our PEOs and other NEOs consists of amounts determined under our short-term incentive compensation program and approximately 85% of the value of total compensation awarded to our PEOs and other NEOs is to be comprised of equity awards, including restricted stock unit awards, performance-based restricted stock unit awards, and stock options. Cumulative TSR of the Company and Cumulative TSR of the Peer Group

  67. PAY VS. PERFORMANCE

    As demonstrated by the following graph, our cumulative TSR over the four-year period presented in the table was (53%), while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Composite Index, was (47%) over the four years presented in the table. Our cumulative TSR consistently outperformed the Nasdaq Composite Index during the four years presented in the table, representing our superior financial performance as compared to the companies comprising the Nasdaq Composite Index. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to "Executive Compensation – Compensation Discussion and Analysis." Compensation Actually Paid and Cumulative TSR of the Company As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our cumulative TSR over the four-year period. For more information regarding the Company's performance and the companies that the Compensation Committee considers when determining compensation, refer to "Executive Compensation – Compensation Discussion and Analysis." 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.

  68. 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, 2023 by our non-employee directors. Mr. Temsamani, 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. Temsamani's compensation as an executive officer is set forth above in the “Executive Compensation - 2023 Summary Compensation Table."

  69. 2023 Director Compensation Table

    2023 Director Compensation Table

  70. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | David L. Adams | $70,000 | $165,002 | $235,002 | | John V. Balen | $70,000 | $165,002 | $235,002 | | Scott Hill(2) | $15,897 | $116,875 | $132,772 | | Jessica Jensen | $40,000 | $165,002 | $205,002 | | Jack Klinck | $51,848 | $165,002 | $216,850 | | Aimée Lapic | $45,000 | $165,002 | $210,002 | | Alex Mishurov(3) | $— | $— | $— | | Chris Suh(4) | $25,000 | $165,002 | $190,002 | | Tony Weisman(5) | $30,130 | $165,002 | $195,132 |

  71. 2023 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)Scott Hill joined our Board of Directors on September 5, 2023. (3)Alex Mishurov joined our Board of Directors on September 19, 2023. Mr. Mishurov has agreed to not receive any compensation for his service as a director through the 2025 Annual Meeting of Stockholders. If elected by our stockholders to continue as a director at the 2025 Annual Meeting of Stockholders, pursuant to our non-employee director compensation policy, Mr. Mishurov will then be entitled to receive compensation on a go-forward basis. (4)Chris Suh resigned from our Board of Directors on July 6, 2023. (5)Tony Weisman resigned from our Board of Directors on October 24, 2023. (6)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, 2023:

  72. 2023 Director Compensation Table

    | Name | Option Awards (#) | Stock Awards (#) | | David L. Adams | 20,000(a) | 28,547(b) | | John V. Balen | — | 28,547(b) | | Scott Hill | — | 6,748(c) | | Jessica Jensen | — | 28,547(b) | | Jack Klinck | 25,000(a) | 28,547(b) | | Aimée Lapic | — | 28,547(b) | | Alex Mishurov | — | — | | Chris Suh | — | — | | Tony Weisman | — | — |

  73. 2023 Director Compensation Table

    (a)Fully vested. (b)The shares of common stock underlying this RSU award vest on May 24, 2024, subject to continued service on our Board of Directors. (c)The shares of common stock underlying this RSU award vest on September 5, 2024, subject to continued service on our Board of Directors.

  74. 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. The policy provides for the compensation of non-employee directors with cash and equity compensation. Under the policy, each non-employee director will receive an annual board service retainer of $30,000, except for the Board Chairperson who receives an annual board service retainer of $45,000. Under the policy, the chairperson of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee receive additional annual committee chairperson 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 are 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. Each continuing non-employee director as of the date of our Annual Meeting of Stockholders receives 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 11,000 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, 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 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. 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.