DEF 14A of Cardlytics, Inc., Apr 3, 2025

DEF 14A of Cardlytics, Inc.

Filed Apr 3, 2025 · FY20240001666071-25-000046

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes and currently has eight members. Each class consists, as closely as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. There are three directors in the class whose term of office expires in 2025: Jon Francis, Scott Hill and Alex Mishurov. Our Board of Directors has nominated Jon Francis, Scott Hill and Alex Mishurov to serve as Class I directors. Mr. Francis was appointed as a director by the Board on January 1, 2024. Mr. Hill was appointed as a director by the Board on September 5, 2023. Mr. Mishurov was appointed as a director by the Board on September 19, 2023. Mr. Francis and Mr. Hill were identified as potential director nominees by an independent member of our Board of Directors. Mr. Mishurov was identified as a potential director by one of our stockholders. If elected at the Annual Meeting, each nominee will serve until the 2028 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 2024 Annual Meeting of Stockholders six 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 three nominees receiving the highest number of "For" votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee that we propose. Each person nominated for election has agreed to serve if elected. We have no reason to believe that any of the nominees will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company's business. To that end, the Nominating and Corporate Governance Committee identifies and evaluates nominees in the broader context of the Board of Directors' overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that such nominee should continue to serve on the Board of Directors. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 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 I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Jon Francis has served as a member of our Board of Directors since January 2024. Mr. Francis has served as the Chief Data and Analytics Officer 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 management expertise and experience in the data analytics industry qualify him to serve on our Board of Directors. | | Jon Francis Director, age 53 | |

  4. Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Scott Hill has served as a member of our Board of Directors since September 2023. Mr. Hill has served on the board of directors of CS Disco, Inc. since June 2021 and was appointed to chairman of the board of directors of CS Disco in May 2024. Mr. Hill also served as Chief Executive Officer of CS Disco on an interim basis from September 2023 to May 2024. Prior to CS Disco, Mr. Hill served as the Chief Financial Officer of Intercontinental Exchange, Inc. ("ICE") from 2007 to May 2021. Prior to ICE, Mr. Hill served as an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill served on the board of directors of VVC Corporation from August 2017 to November 2023. Mr. Hill earned his B.B.A. in finance from the University of Texas at Austin and his M.B.A. from the Stern School of Business at New York University. Our Board of Directors believes that Mr. Hill's financial expertise qualifies him to serve on our Board of Directors. | | Scott Hill Director, age 57 | |

  5. Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Alex Mishurov has served as a member of our Board of Directors since September 2023. Mr. Mishurov is the founder and has served as Chief Executive Officer and Chief Investment Officer of KPS Global Asset Management, a global alternative investment firm focused on public and private investments in robotics, technology and e-commerce since 2017. Prior to founding KPS, Mr. Mishurov was a partner and a portfolio manager of Tremblant Capital Group from 2004 to 2017. Previously, he was a private equity analyst at The Blackstone Group. Mr. Mishurov holds a B.S. from the University of Colorado Boulder and an M.B.A. degree from Harvard Business School. Our Board of Directors believes that Mr. Mishurov's financial expertise qualifies him to serve on our Board of Directors. | | Alex Mishurov Director, age 49 | |

  6. Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

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

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

    Class II Directors Continuing in Office until the 2026 Annual Meeting

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

    | | Amit Gupta was appointed as Chief Executive Officer in August 2024 and has served as a member of our Board of Directors since then. Prior to that he served as the Chief Operating Officer of Cardlytics and General Manager of Bridg from January 2023 to July 2024. Prior to Cardlytics, Mr. Gupta worked at Stripe from January 2021 to January 2023, where he was responsible for the strategy and operations work with banks, networks, and payment methods on a global scale. Before Stripe, Mr. Gupta worked at Google in Geo, home to Google's location-related products, from 2018 to December 2021. As part of the Geo executive leadership team, he was responsible for product and engineering execution and strategy for Google Maps, Local Search, Food, Maps Enterprise Platform and Google SMBs. Previously, Mr. Gupta founded and was the Chief Executive Officer of a series of startups from 2010 to 2017. He started his career at Booz Allen Hamilton, where he was a Partner in the Tech practice from 2000 to 2010. Mr. Gupta holds a B.S. in Electrical Engineering from The Ohio State University and an M.B.A. from the Stern School of Business at New York University. Our Board of Directors believes that Mr. Gupta’s business expertise and his daily insight into corporate matters as our Chief Executive Officer qualify him to serve on our Board of Directors. | | Amit Gupta Chief Executive Officer and Director, age 53 | |

  9. 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 management expertise and experience in the financial services industry qualify him to serve on our Board of Directors. | | Jack Klinck Director, age 61 | |

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

    | | Srishti Gupta has served as a member of our Board of Directors since October 2024. Ms. Gupta is currently Chief Product Officer at Integral Ad Science, a position she has held since September 2024. Prior to Integral Ad Science, Ms. Gupta served as the Chief Product Officer at Rokt from June 2023 to September 2024 and a Director of Ads Measurement for Amazon from 2017 to June 2023. Prior to those roles, Ms. Gupta spent seven years at Information Resources Inc. ("IRI"), now Circana, including serving as the President and General Manager for IRI's media Solutions from 2014 to 2017. Earlier in her career, she held senior roles at Mediacom and AOL. Srishti earned her B.A. in Economics from the University of Delhi in New Delhi, India and her M.B.A. from the Indian Institute of Management in Bangalore, India. Our Board of Directors believes that Ms. Gupta's management expertise and experience in product positioning in the market qualify her to serve on our Board of Directors. | | Srishti Gupta Director, age 46 | |

  11. Class III Directors Continuing in Office until the 2027 Annual Meeting

    Class III Directors Continuing in Office until the 2027 Annual Meeting

  12. Class III Directors Continuing in Office until the 2027 Annual Meeting

    | | Andre Fernandez has served as a member of our Board of Directors since January 2024. Mr. Fernandez 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. Prior to Journal, Mr. Fernandez spent nearly 12 years at the General Electric Company in leadership positions of increasing responsibility across the company. Mr. Fernandez has served on the board of directors of 23andMe Inc. since October 2024, and 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. Mr. Fernandez earned an A.B. in Economics from Harvard College. Our Board of Directors believes that Mr. Fernandez's significant management and financial expertise qualify him to serve on our Board of Directors. | | Andre Fernandez Director, age 56 | |

  13. Class III Directors Continuing in Office until the 2027 Annual Meeting

    | | Liane Hornsey has served as a member of our Board of Directors since April 2024. Until November 2024, Ms. Hornsey served as advisor to the Chief Executive Officer at Palo Alto Networks and prior to that served as Chief People Officer since 2018. Ms. Hornsey previously served as Chief People Officer at Uber from 2017 to 2018. Prior to that, she served as Chief Administrative Officer and Operating Partner at SoftBank Group International from 2015 to 2016. For nearly ten years before joining SoftBank, Ms. Hornsey led People Operations for Google's Global Business and became Google's first female vice president in human resources. Ms. Hornsey has held many and varied senior leadership roles and is widely recognized as a preeminent practitioner in people operations, and organization and leadership development. Ms. Hornsey graduated with a B.A. in English Literature from Newcastle University in the U.K. Our Board of Directors believes that Ms. Hornsey's management and compensation expertise qualify her to serve on our Board of Directors. | | Liane Hornsey Director, age 66 | |

  14. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  15. Executive Compensation Highlights

    Executive Compensation Highlights We took the following key actions with respect to the compensation of our Named Executive Officers for and during 2024: •Annual Base Salary – As part of its annual review of our executive compensation program that took place from January to March 2024, the Compensation Committee reviewed the annual base salaries of our then-Named Executive Officers. Mr. Temsamani's, Ms. DeSieno's and Mr. Gupta's annual base salaries were maintained at their 2023 levels. Mr. Lynton's annual base salary was increased by 4% from $325,000 to $338,000, based on the competitive market analysis reflecting that his annual base salary and target total cash compensation was below the 25th percentile as compared to our peers. On August 16, 2024, Mr. Temsamani resigned as Chief Executive Officer. In connection with Mr. Temsamani's resignation, Mr. Gupta was promoted as Chief Executive Officer. In connection with his promotion, Mr. Gupta's annual base salary increased from $350,000 to $550,000. •Annual Bonuses – The Compensation Committee approved the Cardlytics 2024 Bonus Plan (the "2024 Bonus Plan") in March 2024, at which time it established the target annual bonus opportunities for each of our then-Named Executive Officers at 75% of their annual base salary. The Compensation Committee reviewed and determined that the Company did not achieve the corporate objective of the 2024 Bonus Plan and therefore, the Compensation Committee did not approve any 2024 Bonus Plan payout. •Promotion and Retention Bonuses - On August 16, 2024, the Compensation Committee approved the payment of a $275,000 promotion bonus to Mr. Gupta in connection with his promotion from Chief Operating Officer to Chief Executive Officer. Mr. Gupta has agreed to repay the one-time promotion bonus in full if he resigns for any reason or is terminated for cause before August 16, 2025. On August 15, 2024, the Compensation Committee approved the payment of a $200,000 retention bonus to Ms. DeSieno and $150,000 retention bonus to Mr. Lynton (each, a "Retention Bonus"). Each Retention Bonuses will be paid out over a period of 12 months with (i) 50% of the Retention Bonus having been paid on February 15, 2025 and (ii) 50% of the Retention Bonus set to be paid on August 15, 2025. Ms. DeSieno and Mr. Lynton will be required to repay their respective retention bonuses if they should voluntarily resign before August 15, 2025, subject to continued service through each payment date. •Long-Term Incentive Compensation – During 2024, the Compensation Committee granted Messrs. Temsamani, Gupta and Lynton 300,000, 614,796 and 85,035 restricted stock units (“RSUs”), respectively, and Ms. DeSieno 114,796 RSUs, each of which are subject to a multi-year vesting requirement. Upon vesting, vested RSUs are settled in a like number of shares of our common stock. •Compensation Arrangements with Mr. Gupta – In connection with his appointment as our Chief Executive Officer on August 16, 2024 the ("Start Date"), we entered into an offer letter with Mr. Gupta (the "Gupta Offer Letter"). Pursuant to the Gupta Offer Letter, our initial compensation arrangements with Mr. Gupta were as follows: ◦An initial annual base salary of $550,000 ◦A target annual cash bonus opportunity equal to 100% of his annual base salary ◦A promotion bonus of $265,000 ◦An RSU award for 500,000 shares (the "2024 RSUs"), which 2024 RSUs will vest over a period of 24 months, with 25% of the 2024 RSUs vesting on the six-month anniversary of the Start Date, 25% of the 2024 RSUs vesting on the 12-month anniversary of the Start Date, 25% of the 2024 RSUs vesting on the 18-month anniversary of the Start Date, and 25% of the 2024 RSUs vesting on the 24-month anniversary of the Start Date, subject in each case to Mr. Gupta's continued service through the vesting date. ◦An RSU award for 500,000 shares (the "2025 RSUs"), which 2025 RSUs will vest over a period of 24 months, with 25% of the 2025 RSUs vesting on the six-month anniversary of the Start Date, 25% of the 2025 RSUs vesting on the twelve-month anniversary of the Start Date, 25% of the 2025 RSUs vesting on the eighteen-month anniversary of the Start Date, and 25% of the 2025 RSUs vesting on the twenty-four-month anniversary of the Start Date. ◦Subject to approval by the Board of Directors or the Compensation Committee on or before May 31, 2025, an additional equity award with a value of $5,000,000, with at least 80% of the grant consisting of RSUs and the remainder consisting of PSUs, but in no case representing more than 1,000,000 shares, under our equity incentive plan (the “Second 2025 Equity Award”). The relevant terms of the Second 2025 Equity Award will be determined by the Board of Directors or the Compensation Committee at the time of grant, subject to Mr. Gupta’s continued service through the vesting date. ◦If Mr. Gupta terminates his employment with the Company for any reason within the twelve-month anniversary of the Effective Date, Mr. Gupta will be required to repay the Company an amount in cash that is equal to the pre-tax value upon vesting of any shares of common stock received from the 2024 RSUs, the 2025 RSUs and the Second 2025 Equity Award. If Mr. Gupta's employment with us is terminated without "cause" or he resigns for "good reason" (as each such term as defined in the severance agreement entered into between the Company and Mr. Gupta (the "Gupta Severance Agreement"), he will be entitled to receive cash severance and continued medical benefits.

  16. Say-on-Pay Vote

    Say-on-Pay Vote At our 2024 Annual Meeting, our stockholders approved the advisory resolution on our Named Executive Officer compensation (the "Say-on-Pay Vote") with approximately 63.8% of the votes cast voting in favor of the resolution. While this represented a significant increase from the results in the 2023 Annual Meeting, we were disappointed in the 2024 voting outcome and viewed it as important to get the input of our stockholders as to the reasons that the approval percentage was not a high as we hoped. In response, we engaged an independent proxy advisory firm, Alliance Advisors, and conducted stockholder outreach with stockholders representing 38% of our outstanding shares from December 2024 through February 2025. As part of this outreach, members of our Board of Directors, including our Board chair and two members of the Compensation Committee, along with senior management, including our Chief Financial Officer, our Chief Legal and Privacy Officer, and our Chief People Officer, engaged with stockholders regarding our executive compensation program. In response to stockholder feedback, the Board of Directors has approved, or is planning to approve, significant enhancements to our executive compensation program. These include the 2025 re-introduction of PSUs for officers to better align pay with long-term performance, the addition of a second performance metric to the 2025 Bonus Plan to ensure a more balanced assessment of executive performance, and the removal of the evergreen provision in our proposed 2025 Equity Incentive Plan to require stockholder approval for increases in our reserved equity award pool. These changes reflect our ongoing commitment to stockholder engagement, transparency, and strong corporate governance. Please see Proposal No. 3 for more information regarding the 2025 Equity Incentive Plan, and please see the section above entitled “Stockholder Engagement and Feedback” for more detail on our stockholder outreach process and actions taken in response to the feedback that we received.

  17. 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 2024, 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 financial and share performance and the Named Executive Officer's individual 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.

  18. 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 2024. | ☒ | No Excise Tax Gross-Ups on Change in Control-Related 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. | | ☑ | 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 Special Health or Welfare Benefits. In 2024, we did not provide our Named Executive Officers with any health or welfare benefit programs, other than participation in our broad-based employee programs. | | ☑ | 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 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. | | ☑ | Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. | ☒ | 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. | | ☑ | 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. | | | | ☑ | We align pay with performance. We link the payment of incentives to achievement of key strategic business objectives that drive stockholder value. | | | | ☑ | We cap incentive payouts at 2x target | | | | ☑ | 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. | | | | ☑ | Equity Compensation. We pay a significant percentage of total compensation in the form of equity compensation to align the interests of our NEOs with those of our stockholders. | | |

  19. 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.

  20. 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 other 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.

  21. 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. From January 2024 to May 2024, the Compensation Committee engaged Compensia, Inc. ("Compensia"), a national independent compensation consultant firm, and since June 2024 the Compensation Committee has engaged Meridian Compensation Partners ("Meridian"), a national independent 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 2024, Meridian 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 chair 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 compensation for the Company; •an assessment of executive compensation trends within our industry, and providing updates on corporate governance and regulatory issues and developments; and •support on other ad hoc matters throughout the year. The terms of Meridian's engagement includes reporting directly to the Compensation Committee chair. Meridian also coordinated with our management on data collection and job matching for our executive officers. In 2024, Meridian did not provide any other services to us. The Compensation Committee has evaluated its relationship with Meridian 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 2024. 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 Meridian's independence and determined that no conflict of interest has arisen as a result of the work performed by Meridian.

  22. 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 2023 and into the beginning of 2024, 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 2023 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. Based on the established selection criteria, the Compensation Committee approved the 2024 compensation peer group which was comprised of the following companies: This compensation peer group was used by the Compensation Committee throughout 2024 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.

  23. 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:

  24. 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 that is competitive with market practice and rewards 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 performance 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 with those of our stockholders by motivating our executives to create sustainable long-term stockholder value. |

  25. Short-Term Incentive Compensation

    Short-Term Incentive Compensation On March 31, 2024, the Compensation Committee approved the Cardlytics 2024 Bonus Plan (the "2024 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. 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. For the full year, participants were eligible to earn bonus payouts in amounts ranging from 0% to 120% of their target bonus opportunity 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 In February 2024, the Compensation Committee set each Named Executive Officer's target bonus opportunity at 75% of his or her respective base salary (which is unchanged from 2023) 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. Due to Mr. Gupta’s promotion to Chief Executive Officer on August 16, 2024, the Compensation Committee approved an increase in his target bonus opportunity to 100% of his base salary. Accordingly, the target annual short-term incentive compensation opportunities of our Named Executive Officers as determined in 2024 were as follows:

  26. Short-Term Incentive Compensation

    | Named Executive Officer | 2024 Target Annual Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Bonus Opportunity ($)(1) | | Mr. Temsamani(1) | 75% | $375,000 | | Mr. Gupta | 75% | $328,594 | | Ms. DeSieno | 75% | $300,000 | | Mr. Lynton | 75% | $253,500 |

  27. Short-Term Incentive Compensation

    (1)Mr. Temsamani resigned as Chief Executive Officer on August 16, 2024. In connection with his resignation, Mr. Gupta was promoted from Chief Operating Officer to Chief Executive Officer on August 16, 2024. Mr. Gupta's annual base salary increased from $350,000 to $550,000. The target annual bonus opportunity described above was approved prior to Mr. Temsamani's resignation and Mr. Gupta's promotion. Following his promotion to Chief Executive Officer, he was eligible for a prorated portion of the 2024 bonus, with an initial target annual bonus opportunity of 100%. Corporate Performance Objectives In March 2024, 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 2024 Bonus Plan. For this purpose: •"Adjusted EBITDA" represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency loss (gain); gain on debt extinguishment; acquisition, integration and divestiture costs (benefits); change in contingent consideration; impairment of goodwill and intangible assets, loss on divestiture; restructuring and reduction of force; income tax benefit and, in applicable periods, certain other income and expense items, such as deferred implementation costs. 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 2024 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 2023. 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, in order to recognize performance while still incentivizing achievement of the target performance level. Potential bonuses for our Named Executive Officers under the 2024 Bonus Plan could range from 0% to 120% 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 2024 Bonus Plan:

  28. 2024 Bonus Plan Methodology

    2024 Bonus Plan Methodology

  29. 2024 Bonus Plan Methodology

    | Adjusted EBITDA (1) | Adjust EBITDA Amounts (in millions) | Payout | | Below Threshold | $14.39 million or less | 0% | | Threshold | $14.4 million | 50% | | Threshold to Target | $14.41 million to $28.79 million | 51% to 99% | | Target | $28.8 million | 100% | | Above Target | $28.81 million to $34.56 million | 101% to 120% |

  30. 2024 Bonus Plan Methodology

    (1)For purposes of the 2024 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 2024. This individual performance review rating would directly impact their potential 2024 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.

  31. 2024 Bonus Plan Methodology

    | Individual Performance Review Rating | Individual Performance Review Rating Scale | Individual Performance Adjustment Percentage | | Transformative Impact | 5 | 120% | | Significant Impact | 4 | 110% | | Satisfactory Impact | 3 | 100% | | Minimal Impact | 2 | 50% | | No Impact | 1 | 0% |

  32. 2024 Bonus Plan Methodology

    2024 Bonus Plan Payments For the full year of 2024, our adjusted EBITDA results were as follows for purposes of the 2024 Bonus Plan:

  33. 2024 Bonus Plan Methodology

    | Corporate Performance Measure | Target Performance Level | Threshold Performance Level | Actual Performance Level | Attainment Percentage | Attainment Percentage Adjusted for Individual Performance | Bonus Payout as a Percentage of Salary | | Adjusted EBITDA | $28,800,000 | $14,400,000 | $2,523,000 | —% | —% | —% | | Payout | | | | | | —% |

  34. 2024 Bonus Plan Methodology

    The corporate performance measure for the 2024 Bonus Plan was not met, so the 2024 annual bonus was not paid out, as reflected below.

  35. 2024 Bonus Plan Methodology

    | Named Executive Officer | Target Annual Bonus ($) | Annual Bonus Payout Approved ($) | | Mr. Gupta | $328,594 | $— | | Ms. DeSieno | $300,000 | $— | | Mr. Lynton | $253,500 | $— |

  36. 2024 Bonus Plan Methodology

    2024 Retention Bonus On August 15, 2024, the Compensation Committee approved the payment of a $200,000 retention bonus to Ms. DeSieno and $150,000 retention bonus to Mr. Lynton. Each Retention Bonuses will be paid out over a period of 12 months with (i) 50% of the Retention Bonus having been paid on February 15, 2025 and (ii) 50% of the Retention Bonus set to be paid on August 15, 2025, subject to continued service through each payment date. In the event that Ms. DeSieno or Mr. Lynton voluntarily resigns his or her employment for any reason before August 15, 2025, he or she may be required to repay the Company an amount in cash equal any Retention Bonus previously vested and paid by the Company.

  37. 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. Prior to 2023, we granted RSU awards with time-based vesting requirements and PSU awards tied to pre-established performance goals, both of which are settled in 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 RSU awards are an effective tool for incentivizing and retaining our Named Executive Officers because their value rises with any increase in our stock price, and thus RSUs help align executive and stockholder interests over the long term. We believe PSUs are also a powerful incentive to drive financial performance, providing a clear link between executive compensation and stockholder return. These awards align executive focus with both our annual and long-term strategic and financial goals. The Compensation Committee does not apply 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. In 2024, the Compensation Committee awarded long-term incentive opportunities to our Named Executive Officers exclusively in the form of time-based RSUs. Given the ongoing business transformation, it was challenging to define and set meaningful long-term financial goals, and the priority shifted toward retaining key leadership. 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. On March 22, 2024, the Compensation Committee approved the grant of the following number of RSUs to our Named Executive Officers:

  38. Long-Term Equity Incentive Compensation

    | Named Executive Officer | RSU Awards granted during 2024 | | Mr. Temsamani | 300,000 | | Mr. Gupta | 614,796 | | Ms. DeSieno | 114,796 | | Mr. Lynton | 85,035 |

  39. Long-Term Equity Incentive Compensation

    Except for Mr. Temsamani's RSUs, those RSUs vested or will vest in eight equal installments beginning on July 1, 2024, 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 March 22, 2024, our Compensation Committee approved the grant of 300,000 RSUs to Mr. Temsamani, our Chief Executive Officer, as part of his 2024 annual compensation review. The RSU award is subject to the terms of the RSU award agreement by and between the Company and Mr. Temsamani. Fifty percent of the RSUs would have vested on April 1, 2025, and the remaining fifty percent would have vested quarterly in equal amounts over the subsequent twelve-month period, subject to Mr. Temsamani's continued employment with the Company. On August 16, 2024, Mr. Temsamani resigned as Chief Executive Officer. In connection with this resignation the RSU award was forfeited in full. Promotion Equity Award Grant to Mr. Gupta On March 22, 2024, our Compensation Committee approved the grant of 114,796 RSUs to Mr. Gupta, our Chief Operating Officer, as part of his 2024 annual compensation review. The RSUs vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that the he remains employed by us on such vesting date. On August 16, 2024 Mr. Gupta was promoted from Chief Operating Officer to Chief Executive Officer. In connection with Mr. Gupta's promotion, he was also granted the following RSU awards: •An RSU award for 500,000 shares (the "2024 RSUs"), which 2024 RSUs will vest over a period of 24 months, with 25% of the 2024 RSUs vesting on the six-month anniversary of the Start Date, 25% of the 2024 RSUs vesting on the 12-month anniversary of the Start Date, 25% of the 2024 RSUs vesting on the 18-month anniversary of the Start Date, and 25% of the 2024 RSUs vesting on the 24-month anniversary of the Start Date, subject in each case to Mr. Gupta's continued service through the vesting date. •An RSU award for 500,000 shares (the "2025 RSUs"), which 2025 RSUs will vest over a period of 24 months, with 25% of the 2025 RSUs vesting on the six-month anniversary of the Start Date, 25% of the 2025 RSUs vesting on the twelve-month anniversary of the Start Date, 25% of the 2025 RSUs vesting on the eighteen-month anniversary of the Start Date, and 25% of the 2025 RSUs vesting on the twenty-four-month anniversary of the Start Date. •Subject to approval by the Board of Directors or the Compensation Committee on or before May 31, 2025, an additional equity award with a value of $5,000,000, with at least 80% of the grant consisting of RSUs and the remainder consisting of PSUs, but in no case representing more than 1,000,000 shares, under our equity incentive plan (the “Second 2025 Equity Award”). The relevant terms of the Second 2025 Equity Award will be determined by the Board of Directors or the Compensation Committee at the time of grant, subject to Mr. Gupta’s continued service through the vesting date. •If Mr. Gupta terminates his employment with the Company for any reason within the twelve-month anniversary of the Effective Date, Mr. Gupta will be required to repay the Company an amount in cash that is equal to the pre-tax value upon vesting of any shares of common stock received from the 2024 RSUs, the 2025 RSUs and the Second 2025 Equity Award. Equity Award Grant to Ms. DeSieno On March 22, 2024, our Compensation Committee approved the grant of 114,796 RSUs to Ms. DeSieno, our Chief Financial Officer, as part of her 2024 annual compensation review. The RSUs vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that Ms. DeSieno remains employed by us on such vesting date. Equity Award Grant to Mr. Lynton On March 22, 2024, our Compensation Committee approved the grant of 85,035 RSUs to Mr. Lynton, our Chief Legal and Privacy Officer, as part of his 2023 annual compensation review. The RSUs vested or will vest in eight equal installments on July 1, 2024, October 1, 2024, January 1, 2025, April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026 and April 1, 2026, provided that Mr. Lynton remains employed by us on such vesting date. The equity awards granted to our Named Executive Officers during 2024 are set forth in the "2024 Summary Compensation Table" and the "Grants of Plan-Based Awards in 2024 Table" below. 2025 Equity Awards The Compensation Committee resumed the use of PSUs in 2025.

  40. Post-Employment Compensation

    Post-Employment Compensation We have entered into Amended and Restated Separation Pay Agreements (the "Separation Pay Agreements") with each of our Named Executive Officers. Each of the Separation Pay Agreements provides for "at will" employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause). The Separation Pay Agreements provide that, upon execution of a separation and release agreement in favor of the Company, the Named Executive Officer will receive certain payments and benefits in the event we terminate his or her employment "without cause" or he or she resigns for “good reason” (as each term is defined in the Separation Pay Agreement). Further, in the event we consummate a "change in control" (as that term is defined in our 2018 Equity Incentive Plan) and either 90 days prior to or one year after such change in control, either (a) Mr. Lynton's and Ms. DeSieno's employment is terminated by us for any reason other than "cause" (as defined in the Separation Pay Agreement) or by him or her for "good reason" (as defined in the Separation Pay Agreement), (b) his or her role, responsibilities or duties are materially changed, reduced or eliminated, (c) his or her compensation is materially reduced or (d) the geographic location of his or her employment is materially changed (each an "Acceleration Event"), then all of the then outstanding and unvested stock options, and equity awards which were granted prior to such change in control will immediately and fully vest and become exercisable on such Acceleration Event. These Separation Pay Agreements provide reasonable compensation in the form of severance pay and certain limited benefits to the Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation and release agreement providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements provided by these agreements help maintain our Named Executive Officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. The terms and conditions of these agreements were approved by our Board of Directors after an analysis of competitive market data. Under the Separation Pay Agreements, all acceleration of vesting of outstanding equity awards in the event of a change in control of the Company are payable only if there is a connected involuntary loss of employment or a constructive termination of employment by Mr. Lynton and Ms. DeSieno (a so-called "double-trigger" arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity awards accelerated automatically as a result of the transaction. We do not use excise tax payments (or "gross-ups") relating to a change in control of the Company and have no such obligations in place with respect to any of our Named Executive Officers. We believe that reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

  41. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  42. 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.

  43. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2022, 2023 and 2024 by our Named Executive Officers:

  44. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(4) | Bonus ($) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Amit Gupta, Chief Executive Officer, Director and former Chief Operating Officer(1) | 2024 | 438,126 | 3,845,256 | 275,000(5) | — | 33,284 | 4,591,666 | | | 2023 | 331,002 | 1,925,000 | 100,000 | 252,623 | 28,002 | 2,636,627 | | Karim Temsamani, former Chief Executive Officer and Director(2) | 2024 | 418,654 | 4,770,000 | — | — | 26,600 | 5,215,254 | | | 2023 | 500,001 | 968,000 | — | 384,038 | 33,905 | 1,885,944 | | | 2022 | 166,667 | 16,909,931 | 250,000 | — | 7,357 | 17,333,955 | | Alexis DeSieno, Chief Financial Officer(3) | 2024 | 400,001 | 1,825,256 | — | — | 19,102 | 2,244,359 | | | 2023 | 153,538 | 4,784,500 | 165,000 | 117,842 | 7,086 | 5,227,966 | | Nick Lynton, Chief Legal and Privacy Officer | 2024 | 334,750 | 1,352,057 | — | — | 26,050 | 1,712,857 | | | 2023 | 311,247 | 484,000 | — | 239,206 | 26,972 | 1,061,425 | | | 2022 | 243,495 | 1,305,852 | 2,500 | 11,075 | 13,057 | 1,575,979 |

  45. 2024 Summary Compensation Table

    (1)Mr. Gupta was appointed as Chief Executive Officer on August 16, 2024. Mr. Gupta was not a Named Executive Officer for the year ended December 31, 2022. (2)Mr. Temsamani resigned as Chief Executive Officer on August 16, 2024. (3)Ms. DeSieno was not a Named Executive Officer for the year ended December 31, 2022. (4)Amounts reported represent the aggregate grant date fair value of the RSU awards to our Named Executive Officers during the years presented, calculated in accordance with ASC Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the RSUs reported in these columns are set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the Named Executive Officer. (5)The reported amount reflects a signing bonus of $275,000 in connection with Mr. Gupta's appointment as Chief Executive Officer on August 16, 2024. (6)The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company goals and other factors deemed relevant by the Board of Directors and the Compensation Committee. For additional information, see the section titled “—Compensation Discussion and Analysis—Short-Term Incentive Compensation.” (7)This amount includes our Section 401(k) plan matching contributions as well as life and health insurance premiums paid by us.

  46. Grants of Plan-Based Awards in 2024 Table

    Grants of Plan-Based Awards in 2024 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 2024.

  47. Grants of Plan-Based Awards in 2024 Table

    | Name and Principal Position | Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards | Grant Date Fair Value of Stock Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Shares (#) | | | Amit Gupta, Chief Executive Officer, Director and former Chief Operating Officer | RSU | 3/22/2024 | | | | 114,796(2) | 1,825,256 | | | RSU | 8/21/2024 | | | | 500,000(3) | 2,020,000 | | | Annual Cash | | 197,157 | 394,313 | 552,038 | | | | Karim Temsamani, former Chief Executive Officer and Director | RSU | 3/22/2024 | | | | 300,000(2) | 4,770,000 | | | Annual Cash | | 187,500 | 375,000 | 525,000 | | | | Alexis DeSieno, Chief Financial Officer | RSU | 3/22/2024 | | | | 114,796(2) | 1,825,256 | | | Annual Cash | | 180,001 | 360,001 | 504,001 | | | | Nick Lynton, Chief Legal and Privacy Officer | RSU | 3/22/2024 | | | | 85,035(2) | 1,352,057 | | | Annual Cash | | 150,638 | 301,275 | 421,785 | | |

  48. Grants of Plan-Based Awards in 2024 Table

    (1)These amounts set forth represent possible payouts pursuant to the short-term incentive compensation 2024 Bonus Plan. For more information about the 2024 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 two-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 one-year period, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date.

  49. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth certain information about equity awards granted to our Named Executive Officers that were outstanding as of December 31, 2024. Mr. Temsamani had no outstanding equity awards as of December 31, 2024.

  50. 2024 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | | Amit Gupta, Chief Executive Officer, Director and former Chief Operating Officer | | | | | 43,750(2) | 162,313 | | | | | | | 86,097(3) | 319,420 | | | | | | | 500,000(4) | 1,855,000 | | Alexis DeSieno, Chief Financial Officer | | | | | 131,250(2) | 486,938 | | | | | | | 86,097(3) | 319,420 | | Nick Lynton, Chief Legal and Privacy Officer | 779 | — | 24.48 | 4/1/2027 | | | | | | | | | 6,312(5) | 23,418 | | | | | | | 6,312(6) | 23,418 | | | | | | | 6,312(6) | 23,418 | | | | | | | 682(7) | 2,530 | | | | | | | 3,488(8) | 12,940 | | | | | | | 11,046(9) | 40,981 | | | | | | | 63,777(3) | 236,613 |

  51. 2024 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 RSU award granted in April 2024. The remaining unvested shares vest in equal amounts quarterly for six quarters. (4) These shares represent unvested shares underlying a RSU award granted in August 2024. The remaining unvested shares vest in equal amounts bi-annually over a two year period from the grant date. (5)These shares represent unvested shares underlying a PSU award granted in August 2022. The performance measures were met in February 2025. (6)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. (7)These shares represent unvested shares underlying a RSU award granted in April 2021. 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 five 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 seven quarters. (10)The market value amount is calculated based on the closing price of our common stock of $3.71 per share on December 31, 2024.

  52. Option Exercises and Stock Vested in 2024 Table

    Option Exercises and Stock Vested in 2024 Table The following table provides certain information with respect to RSU award vestings for our Named Executive Officers during 2024. None of our Named Executive Officers exercised any stock options during 2024.

  53. Option Exercises and Stock Vested in 2024 Table

    | | Stock Awards | | | Name and Principal Position | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Amit Gupta, Chief Executive Officer, Director and former Chief Operating Officer | 334,949 | $2,428,663 | | Karim Temsamani, former Chief Executive Officer and Director | 268,157 | $2,618,539 | | Alexis DeSieno, Chief Financial Officer | 247,449 | $1,002,850 | | Nick Lynton, Chief Legal and Privacy Officer | 81,383 | $809,607 |

  54. Option Exercises and Stock Vested in 2024 Table

    (1)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.

  55. 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 2024 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 2024 in accordance with the requirements of the Summary Compensation Table. For 2024, the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $142,502 and the annual total compensation of our Chief Executive Officer, as reported in the 2024 Summary Compensation Table included in this Proxy Statement, was $4,591,667. 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 32:1.

  56. 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.

  57. PAY VS. PERFORMANCE

    | Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for PEO - Amit Gupta, Chief Executive Officer(1) | Compensation Actually Paid to PEO - Amit Gupta, Chief Executive Officer (2) | Summary Compensation Table Total for PEO - Karim Temsamani, former Chief Executive Officer(1) | Compensation Actually Paid to PEO - Karim Temsamani, former Chief Executive Officer (2) | 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) | | 2024 | $4,591,666 | $3,752,640 | $5,215,254 | $981,193 | $— | $— | $367,375 | $275,657 | | 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 |

  58. 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) | | 2024 | $64 | $185 | $(189) | $151 | $3 | | 2023 | $159 | $143 | $(135) | $159 | $4 | | 2022 | $9 | $67 | $(465) | $143 | $(45) | | 2021 | $46 | $121 | $(129) | $130 | $(12) | | 2020 | $227 | $144 | $(55) | $82 | $(8) |

  59. PAY VS. PERFORMANCE

    (1)The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Gupta, Chief Executive Officer, Mr. Temsamani, our former 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. Gupta, 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 represents our Net Loss before interest expense, net; depreciation and amortization; stock-based compensation expense; foreign currency loss (gain); gain on debt extinguishment; acquisition, integration and divestiture costs (benefits); change in contingent consideration; impairment of goodwill and intangible assets, loss on divestiture; restructuring and reduction of force; income tax benefit and, in applicable periods, certain other income and expense items, such as deferred implementation costs. Please refer to Appendix A for the "Reconciliation of GAAP Net Loss to Adjusted EBITDA."

  60. PAY VS. PERFORMANCE

    | PEO - Amit Gupta, Chief Executive Officer | | | | | | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2024 | $4,591,666 | $(3,845,256) | $3,006,230 | $3,752,640 |

  61. PAY VS. PERFORMANCE

    | PEO - Karim Temsamani, former Chief Executive Officer | | | | | | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2024 | $5,215,254 | $(4,770,000) | $535,939 | $981,193 | | 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 |

  62. 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 | | 2024 | $— | $— | $— | $— | | 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 |

  63. 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: (c)

  64. PAY VS. PERFORMANCE

    | PEO - Amit Gupta, Chief Executive Officer | | | | | | | | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2024 | $2,336,732 | $— | $334,949 | $334,549 | $— | $3,006,230 |

  65. PAY VS. PERFORMANCE

    (d)

  66. PAY VS. PERFORMANCE

    | PEO - Karim Temsamani, former Chief Executive Officer | | | | | | | | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2024 | $— | $— | $268,157 | $267,782 | $— | $535,939 | | 2023 | $921,000 | $(8,518,025) | $7,635,245 | $4,627,367 | $— | $4,665,587 | | 2022 | $7,775,609 | $— | $— | $— | $— | $7,775,609 |

  67. PAY VS. PERFORMANCE

    (e)

  68. 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 | | 2024 | $— | $— | $— | $— | $— | $— | | 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 |

  69. 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. Gupta, 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. Gupta, 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 2024, Ms. DeSieno and Mr. Lynton; (ii) for 2023, Mr. Gupta, Ms. DeSieno, Mr. Lynton and Andrew Christiansen, our former Chief Financial Officer; (iii) for 2022, Mr. Christiansen, Mr. Lynton and Kirk Somers, our former Chief of Legal and Privacy Officer; (iv) for 2021, Mr. Christiansen and Mr. Somers; and (v) 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:

  70. 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 | | 2024 | $367,375 | $(1,588,656) | $1,496,938 | $275,657 | | 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 |

  71. PAY VS. PERFORMANCE

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

  72. 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 | | 2024 | $1,168,802 | $— | $164,416 | $163,720 | $— | $1,496,938 | | 2023 | $2,302,500 | $(129,265) | $268,150 | $132,868 | $6,215 | $2,580,468 | | 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 |

  73. 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. Gupta, Mr. Temsamani and Ms. Laube and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta, Mr. Temsamani and Ms. Laube) is generally aligned with our net income over the five 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. Gupta, Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta, Mr. Temsamani and Ms. Laube), is generally aligned with our adjusted contribution over the five 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 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. Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Gupta, 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 five 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

  74. PAY VS. PERFORMANCE

    As demonstrated by the following graph, our cumulative TSR over the five-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 five years presented in the table. Our cumulative TSR consistently outperformed the Nasdaq Composite Index during the five 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. Gupta, Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Gupta, Mr. Temsamani and Ms. Laube) is generally aligned with our cumulative TSR over the five-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.

  75. 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, 2024 by our non-employee directors. Mr. Gupta, our Chief Executive Officer, is also a member of our Board of Directors, but did not receive any additional compensation for his service as a director. Mr. Gupta's compensation as an executive officer is set forth above in the “Executive Compensation - 2024 Summary Compensation Table."

  76. 2024 Director Compensation Table

    2024 Director Compensation Table

  77. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Andre Fernandez | $37,500 | $136,165 | $173,665 | | Jon Francis | $22,500 | $136,165 | $158,665 | | Srishti Gupta(2) | $— | $25,453 | $25,453 | | Scott Hill | $45,000 | $96,470 | $141,470 | | Liane Hornsey(3) | $14,258 | $115,458 | $129,716 | | Jessica Jensen(4) | $11,868 | $— | $11,868 | | Jack Klinck | $48,750 | $96,470 | $145,220 | | Aimée Lapic(5) | $11,868 | $— | $11,868 | | Alex Mishurov(6) | $— | $— | $— |

  78. 2024 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)Srishti Gupta joined our Board of Directors on October 30, 2024. (3)Liane Hornsey joined our Board of Directors on April 9, 2024. (4)Jessica Jensen resigned from our Board of Directors on May 23, 2024. (5)Aimée Lapic resigned from our Board of Directors on May 23, 2024. (6)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. In January 2024 Mr. Mishurov agreed to not receive any compensation for his services as a director incurred through the 2026 Annual Meeting of Stockholders. (7)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, 2024:

  79. 2024 Director Compensation Table

    | Name | Option Awards (#) | Stock Awards (#) | | Andre Fernandez | — | 11,000 | | Jon Francis | — | 11,000 | | Srishti Gupta | — | 6,148 | | Scott Hill | — | 11,000 | | Liane Hornsey | — | 11,000 | | Jack Klinck | 25,000(a) | 11,000 | | Alex Mishurov | — | — |

  80. 2024 Director Compensation Table

    (a)Fully vested.

  81. 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 Chair who receives an annual board service retainer of $75,000. Under the policy, the chair of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee receive additional annual committee chair service retainers of $30,000, $15,000 and $15,000, respectively. Other members of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee 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.