ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
On March 17, 2022, Mark Johnson provided notice to the board of directors (the
"Board") of Cardlytics, Inc. (the "Company") of his decision to not stand for
re-election at the Company's 2022 annual meeting of stockholders (the "Annual
Meeting"). Mr. Johnson has served as a valued member of the Board, on the
Company's Audit Committee, and as chairperson of the Company's Compensation
Committee. Mr. Johnson's decision not to stand for re-election was not the
result of any disagreement with the Company. The Company thanks Mr. Johnson for
his contributions to the Company.
In connection with Mr. Johnson's decision not to stand for re-election as a
Class I director, the Board determined that it was in the best interests of the
Company to reconstitute the Board such that each class of the Board consists, as
nearly as possible, of one-third of the total number of directors. For that
purpose, the Board has nominated Chris Suh, who is currently a Class III
director of the Company, to stand for election at the Annual Meeting to serve as
a Class I director of the Company. Effective immediately prior to the conclusion
of, and contingent upon his election as a Class I director at, the Annual
Meeting, the Company expects that Mr. Suh will resign as a Class III director of
the Company. Mr. Suh's term as a Class III director was scheduled to expire at
the 2024 annual meeting of stockholders. Following the Annual Meeting and Mr.
Suh's transition to a Class I director, the Company expects that the Board will
consist of three Class I directors, three Class II directors and three Class III
directors.
Mr. Suh will continue to serve on the Company's Audit Committee. Director Aimèe
Lapic will replace Mr. Johnson as chairperson of the Company's Compensation
Committee and John V. Balen will discontinue service on the Company's Audit
Committee and join the Company's Compensation Committee.
Additional information about Mr. Suh is set forth in the Company's Report on
Form 8-K filed with the SEC on September 28, 2021. As a non-employee director,
Mr. Suh will continue to be compensated in accordance with the Company's
Non-Employee Director Compensation Policy.
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CARDLYTICS, INC. 
