Alex Mishurov
CardlyticsAbout Alex Mishurov
Independent director since September 19, 2023; age 49 (2025 proxy) with a background as founder/CEO/CIO of KPS Global Asset Management (since 2017), previously partner/portfolio manager at Tremblant Capital Group (2004–2017) and private equity analyst at The Blackstone Group; holds a B.S. from the University of Colorado Boulder and an MBA from Harvard Business School . He was nominated to the board as a Class I director for a term through the 2028 annual meeting; he was identified as a potential director by a stockholder and appointed pursuant to a 2023 Cooperation Agreement with CAS Investment Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tremblant Capital Group | Partner & Portfolio Manager | 2004–2017 | Led public equity investing; brings investor perspective to Compensation and Nominating committees |
| The Blackstone Group | Private Equity Analyst | Prior to 2004 | Transaction analysis experience, relevant to governance and strategic oversight |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| KPS Global Asset Management | Founder, CEO & CIO | 2017–present | Global alternative investments in robotics, technology, e-commerce; aligns with CDLX’s data/tech ecosystem |
Board Governance
- Committees (current): Compensation Committee member (chair: Liane Hornsey) and Nominating & Corporate Governance Committee member (chair: Jack Klinck); not on Audit Committee .
- Independence: All committee members are independent under Nasdaq rules (Rule 5605) .
- Attendance: Board met 12 times in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held 12 executive sessions presided over by Board Chair Jack Klinck .
- Annual Meeting engagement: Company policy encourages directors to attend; six directors attended the 2024 annual meeting .
Committee Membership Snapshot (2024–2025)
| Committee | 2024 Meetings | 2024 Role | 2025 Role |
|---|---|---|---|
| Audit | 6 (2023), 5 (2024) | Not a member | Not a member |
| Compensation | 8 (2023), 9 (2024) | Member (chair: Aimée Lapic in 2024 proxy context) | Member (chair: Liane Hornsey) |
| Nominating & Corporate Governance | 10 (2023), 6 (2024) | Member (chair: Jack Klinck) | Member (chair: Jack Klinck) |
Fixed Compensation
- Director compensation policy: annual Board retainer $30,000; Board Chair $75,000; committee chair retainers Audit $30,000, Compensation $15,000, Nominating & Corporate Governance $15,000; committee member retainers Audit $20,000, Compensation $10,000, Nominating & Corporate Governance $10,000; paid quarterly in arrears .
- Mishurov waived all director compensation: $0 cash, $0 equity, $0 total in 2023 and 2024; agreed not to receive compensation through the 2025 annual meeting, and (updated) through the 2026 annual meeting .
Actual Director Compensation (USD)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $0 | $0 |
Non‑Employee Director Compensation Policy (Structure)
| Component | Amount |
|---|---|
| Board retainer (non‑employee director) | $30,000 per year |
| Board Chair retainer | $75,000 per year |
| Audit Committee chair/member | $30,000 / $20,000 per year |
| Compensation Committee chair/member | $15,000 / $10,000 per year |
| Nominating & Corporate Governance chair/member | $15,000 / $10,000 per year |
Performance Compensation
- Annual equity for directors: RSU grant with $165,000 grant date fair value (capped at 11,000 shares), vesting in full after one year; new director grant pro‑rated; share cap implemented October 2023 to address dilution concerns .
- Mishurov RSU/option awards outstanding: none as of December 31, 2024 .
Director Equity Awards (Mishurov)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSU grant received | None | None |
| Options outstanding (#) | None | None |
| RSUs outstanding (#) | None | None |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed in biographies/proxy |
Expertise & Qualifications
- Financial/investment expertise; board notes his financial expertise as qualification to serve .
- Education: B.S. (University of Colorado Boulder) and MBA (Harvard Business School) .
- Investor/operator perspective from KPS and Tremblant; relevant to compensation design, capital allocation, and strategic oversight .
Equity Ownership
- Beneficial ownership includes personal, family trusts, and KPS Fund I LP holdings; no RSU or option holdings outstanding as of year‑end 2024 .
Beneficial Ownership Detail
| Metric | Mar 31, 2024 | Mar 26, 2025 |
|---|---|---|
| Shares outstanding (reference) | 48,174,014 | 52,174,481 |
| Total beneficial ownership (shares) | 1,354,330 | 1,354,330 |
| Ownership % | 2.8% | <1.0% (as shown) |
| Direct holdings (shares) | 100,000 | 100,000 |
| Family trusts (shares) | 35,500 | 35,500 |
| KPS Fund I LP (shares) | 1,218,830 | 1,218,830 |
| RSUs outstanding (as of 12/31 prior year) | — | — |
| Options outstanding (as of 12/31 prior year) | — | — |
| Pledging/Hedging policy | Prohibited for directors | Prohibited for directors |
| Director ownership guideline | 5× cash retainer; 5‑year compliance window; currently compliant (company statement) | 5× cash retainer; 5‑year compliance window; currently compliant (company statement) |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 15,925,219 For; 9,043,339 Against; 396,518 Abstain; broker non‑votes 10,345,204 .
- 2025 Say‑on‑Pay: 18,586,420 For; 3,427,246 Against; 319,658 Abstain; broker non‑votes 11,746,028 .
Advisory Vote Results (Counts)
| Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 15,925,219 | 9,043,339 | 396,518 | 10,345,204 |
| 2025 | 18,586,420 | 3,427,246 | 319,658 | 11,746,028 |
Director Election Results (2025)
- Votes for Mishurov’s re‑election (Class I, term to 2028): 19,645,866 For; 2,687,458 Withheld; 11,746,028 broker non‑votes .
2025 Class I Election Detail
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Alex Mishurov | 19,645,866 | 2,687,458 | 11,746,028 |
Related‑Party Exposure & Policies
- Appointment dynamics: Mishurov was appointed under a September 19, 2023 Cooperation Agreement with CAS Investment Partners (>5% holder); agreement included standstill and voting commitments; standstill ended October 1, 2024 or 30 days prior to director nomination deadline; agreement terminated thereafter .
- Beneficial ownership via KPS Fund I LP (1,218,830 shares); Mishurov has investment/voting power and may be deemed beneficial owner .
- Related‑Person Transaction Policy: transactions >$120,000 involving directors/5% holders reviewed by Audit Committee or other independent board body; emphasizes independence and market terms; no other related‑person transactions since Jan 1, 2023 beyond disclosures noted .
- Hedging/short‑selling/pledging: prohibited for directors under Insider Trading Policy .
- Clawback: Incentive Compensation Recoupment Policy in place and 2025 equity plan awards subject to recoupment; director comp subject to annual limits ($750,000; $1,500,000 in first year) .
Compensation Committee Analysis (Structure & Controls)
- Committee independence: fully independent members; uses independent compensation consultant (no other services in 2024) .
- Governance practices: no excise tax gross‑ups; no single‑trigger CIC; capped incentive payouts at 2×; prohibits hedging/pledging; emphasizes at‑risk pay for executives .
- Target setting & peer review: committee reviews base/bonus/LTI opportunities annually; factors include company performance, role scope, market data, and CEO recommendations (excluding his own pay) .
Governance Assessment
- Alignment signal: Mishurov declined all director compensation through the 2026 annual meeting; zero cash and equity paid in 2023–2024, indicating reduced personal financial incentives from board service and potential alignment with shareholder outcomes .
- Independence and engagement: Serves on two key committees (Compensation; Nominating & Corporate Governance), with board‑wide independent executive sessions and 75%+ attendance; committee memberships are fully independent per Nasdaq rules .
- Ownership and skin‑in‑the‑game: Significant beneficial ownership (1,354,330 shares) across personal, family trusts, and KPS Fund I LP; hedging/pledging prohibited; director ownership guidelines (5× retainer) and company‑stated compliance support alignment .
- Shareholder sentiment: Say‑on‑pay support improved from 2024 to 2025 (counts above), and Mishurov’s 2025 re‑election received 19.6M For vs. 2.7M Withheld, providing a read on investor confidence .
- Potential conflicts (monitor): Appointment via Cooperation Agreement with a >5% holder and beneficial control of KPS Fund I LP shares could raise influence/independence questions; however, related‑party transaction controls are robust and no material related‑person transactions beyond the agreement were disclosed .
- Equity award discipline: Director RSUs are time‑based with an 11,000‑share cap and $165k grant value; 2025 plan prohibits repricing and limits director total compensation; Mishurov has no outstanding director equity, reducing potential entrenchment/dilution concerns .
RED FLAGS to monitor: influence via large shareholder appointment (Cooperation Agreement), continued significant beneficial ownership through an investment fund managed by the director; ensure ongoing independence, absence of related‑party transactions, and adherence to pledge/hedge prohibitions .