ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
On June 17, 2022, Kirk Somers, Chief Legal and Privacy Officer of Cardlytics,
Inc. (the "Company"), notified the Company of his intent to resign from his
full-time role at Cardlytics effective July 15, 2022. Nick Lynton, currently the
Company's Assistant General Counsel, will assume Mr. Somers' responsibilities
and take over as the Company's Chief Legal and Privacy Officer as of that date.
Mr. Somers will continue in a part-time capacity as Of Counsel until December
31, 2023 (the "Termination Date"), providing advice on legal and regulatory
matters pursuant to a Transition Agreement, the terms of which are described
below.
On June 20, 2022, Mr. Somers entered into a Transition Agreement with the
Company, which agreement supersedes any other compensation agreements between
Mr. Somers and the Company, including Mr. Somers' existing Employment Agreement.
Pursuant to the Transition Agreement, Mr. Somers' current salary and benefits
will continue through the Termination Date. Mr. Somers will be entitled to
receive any bonus paid for the second quarter based on the Company's performance
for the second quarter. For the 2022 annual bonus, Mr. Somers will be entitled
to receive a pro-rata portion based on the days worked as a full-time employee
in 2022, provided that the Company pays bonuses to other executives. Mr. Somers'
entitlement to the compensation and benefits under the Transition Agreement are
subject to his execution of appropriate releases to the Company and continued
compliance with his existing restrictive covenants.
The foregoing description of the Transition Agreement is not complete and is
qualified in its entirety by reference to the Transition Agreement, which the
Company intends to file as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ending June 30, 2022.
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