ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On September 26, 2021, the board of directors (the "Board") of Cardlytics, Inc.
(the "Company") appointed Christopher Suh to serve as a director of the Company
and as a member of the Company's audit committee. Mr. Suh will serve as a Class
III director whose term will expire at the 2024 annual meeting of stockholders.
There is no arrangement or understanding between Mr. Suh and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Suh and any of the Company's other directors or
executive officers. The Company is not aware of any transaction involving Mr.
Suh requiring disclosure under Item 404(a) of Regulation S-K. Additional
information about Mr. Suh is set forth below.
Christopher Suh, age 51, has served as the Chief Financial Officer of
Microsoft's Cloud and AI business since February 2018. Prior to this role, Mr.
Suh held numerous positions of increasing responsibility at Microsoft from 1996
to January 2018, including General Manager of Investor Relations from 2013 to
January 2018. Mr. Suh holds a B.A. degree in Accounting and a M.B.A. degree,
both from the University of Washington.
In accordance with the Company's compensation policy for non-employee directors,
upon his commencement of service as a director, Mr. Suh was granted 1,102
restricted stock units, which will vest in full on the first anniversary of the
grant date, provided that Mr. Suh is, as of such vesting date, then a director
of the Company. Additionally, Mr. Suh will be entitled to receive a $30,000
annual retainer for his service as director and a $20,000 annual retainer for
his service as a member of the Company's audit committee. At each annual
stockholder meeting following which Mr. Suh's term as a director continues, Mr.
Suh will be entitled to receive an additional restricted stock unit award with a
grant date fair value of $165,000, which award will vest in full on the first
anniversary of such grant date, provided that he is, as of such vesting date,
then a director of the Company. Mr. Suh has also entered into the Company's
standard form of indemnification agreement.


ITEM 7.01 REGULATION FD DISCLOSURE
On September 28, 2021, the Company issued a press release announcing the
appointment of Mr. Suh.
A copy of this press release is furnished herewith as Exhibit 99.1 to this
Current Report. The information contained in the press release furnished as
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not
incorporated by reference into any of the Company's filings under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific reference in any
such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits

  Exhibit       Exhibit Description
   99.1           Press release dated September 2    8    , 2021

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