Cardlytics, Inc. announced that Scott D. Grimes resigned from all positions with the Company, including but not limited to that of the Executive Chairman of the Board of Directors (the “Board”) of the Company. Mr. Grimes' resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Mr. Grimes' departure, on November 11, 2022, the Company and Mr. Grimes entered into a Resignation and Release Agreement (the “Grimes Resignation and Release Agreement”), which replaces the existing Amended and Restated Separation Pay Agreement between Mr. Grimes and the Company.

The Grimes Resignation and Release Agreement provides that 51,117 unvested restricted stock units held by Mr. Grimes shall be accelerated and vest by November 18, 2022. All other restricted stock units and all performance stock units held by Mr. Grimes were forfeited for no consideration. Mr. Grimes is also entitled to reimbursement on a monthly basis for the COBRA premiums actually paid by Mr. Grimes to continue Mr. Grimes' and his covered dependents' health insurance coverage in effect on the date of separation for up to eighteen months following the date of separation, subject to certain criteria.

The Grimes Resignation and Release Agreement contains a release and certain restrictive covenants that are binding upon Mr. Grimes and On November 11, 2022, Lynne Laube resigned from all positions with the Company, including but not limited to that of Advisor to the Chief Executive Officer and Director of the Board of the Company. Ms. Laube's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Ms. Laube's departure, on November 11, 2022, the Company and Ms. Laube entered into a Resignation and Release Agreement (the “Laube Resignation and Release Agreement”), which replaced the existing Transition Agreement and Amended and Restated Separation Pay Agreement between Ms. Laube and the Company.

The Laube Resignation and Release Agreement provides that 65,372 unvested restricted stock units held by Ms. Laube shall be accelerated and vest by November 18, 2022. All other restricted stock units and all performance stock units held by Ms. Laube were forfeited for no consideration. Ms. Laube is also entitled to reimbursement on a monthly basis for the COBRA premiums actually paid by Ms. Laube to continue Ms. Laube's and her covered dependents' health insurance coverage in effect on the date of separation for up to eighteen months following the date of separation, subject to certain criteria.

The Laube Resignation and Release Agreement contains a release and certain restrictive covenants that are binding upon Ms. Laube. In connection with the resignation of Mr. Grimes as Executive Chairman, on November 12, 2022, the Board also approved the appointment of Board member John V. Balen as Board Chairman, effective immediately, in addition to his ongoing service on the Board's Compensation Committee and Nominating and Corporate Governance Committee. Prior to this appointment, Mr. Balen served as the Lead Independent Director of the Board.