Amit Gupta
CardlyticsAbout Amit Gupta
Amit Gupta is Chief Executive Officer and a Director of Cardlytics, appointed on August 16, 2024; he previously served as Chief Operating Officer and General Manager of Bridg from January 2023 to July 2024 . He holds a B.S. in Electrical Engineering from The Ohio State University and an M.B.A. from NYU Stern; prior roles include Partner at Booz Allen Hamilton (2000–2010), founding/CEO roles in startups (2010–2017), executive leadership at Google Geo (2018–Dec 2021), and Stripe (Jan 2021–Jan 2023) . Age: 53 . Company performance context: FY2024 revenue was $278.3M with Adjusted Contribution $150.5M and Adjusted EBITDA $2.523M; Net Loss was $(189.3)M, and the five-year $100 TSR measure stood at $64 for 2024 (Nasdaq Composite peer $185) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardlytics | Chief Operating Officer; General Manager of Bridg | Jan 2023–Jul 2024 | Led operations and Bridg platform; promoted to CEO . |
| Cardlytics | Chief Executive Officer; Director | Aug 2024–present | Principal executive leadership; board member . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stripe | Strategy and operations with banks, networks, payment methods (global) | Jan 2021–Jan 2023 | Partner ecosystem execution in payments . |
| Google (Geo) | Executive leadership; product/engineering for Maps, Local Search, Food, SMBs | 2018–Dec 2021 | Product and engineering execution for location-related products . |
| Startups | Founder and CEO (series of startups) | 2010–2017 | Entrepreneurial leadership . |
| Booz Allen Hamilton | Partner, Tech practice | 2000–2010 | Management consulting in technology . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $331,002 | $438,126 (blended; base increased from $350,000 to $550,000 upon CEO promotion) |
| Target Bonus (%) | 75% (as COO) | 75% pre‑promotion; increased to 100% upon CEO promotion |
| Actual Annual Bonus ($) | $252,623 (non‑equity incentive, COO) | $0 (Adjusted EBITDA below threshold) |
| Promotion/Sign‑on Bonus ($) | $100,000 (2023) | $275,000 promotion bonus (repayable if resigns/terminated for cause before Aug 16, 2025) |
Performance Compensation
Annual Incentive Plan – 2024
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA ($M) | 100% | $28.8 | $2.523 | 0% (no payout) |
Notes: 2024 bonus plan used Adjusted EBITDA; in 2025, Cardlytics added Billings and Adjusted EBITDA as dual metrics and removed personal performance for NEOs .
Equity Awards – Amit Gupta
| Grant Date | Award Type | Shares | Vesting Schedule | Status/Notes |
|---|---|---|---|---|
| Mar 22, 2024 | RSU | 114,796 | 8 equal installments on Jul 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025; Jul 1, 2025; Oct 1, 2025; Jan 1, 2026; Apr 1, 2026 | Promotion equity as COO . |
| Aug 16, 2024 (Start Date) | RSU (“2024 RSUs”) | 500,000 | 25% vesting at 6, 12, 18, 24 months from Start Date; service‑based | CEO promotion grant . |
| Aug 16, 2024 (Start Date) | RSU (“2025 RSUs”) | 500,000 | 25% vesting at 6, 12, 18, 24 months from Start Date; service‑based | CEO promotion grant . |
| On/before May 31, 2025 (subject to approval) | Equity (≥80% RSUs; remainder PSUs) | Value $5,000,000; ≤1,000,000 shares | Terms set at grant; service‑based vesting; mix includes PSUs | “Second 2025 Equity Award” . |
Clawback: All awards subject to Nasdaq/Dodd‑Frank clawback policy; dividends/dividend equivalents restricted until vesting; repricing prohibited without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 364,072 shares; includes 43,750 RSUs settling within 60 days of Mar 26, 2025; <1% of outstanding . |
| Shares Outstanding (record date) | 52,174,481 (Mar 26, 2025) . |
| Unvested RSUs (Dec 31, 2024) | 43,750 (Inducement plan) MV $162,313; 86,097 (Apr 2024 grant) MV $319,420; 500,000 (Aug 2024 grant) MV $1,855,000 . |
| Options (exercisable/unexercisable) | None disclosed for Amit Gupta . |
| Hedging/Pledging | Prohibited for employees and directors (no hedging or pledging of Cardlytics stock) . |
| Ownership Guidelines | CEO must hold ≥5x base salary; company states current compliance for CEO and other covered roles . |
Vesting supply considerations: Scheduled RSU vestings on Jan 1, 2026 and Apr 1, 2026 from the Mar 2024 grant; semi‑annual tranches at 6/12/18/24 months from Aug 16, 2024 for the 500k RSUs, creating periodic potential supply as tranches settle .
Employment Terms
| Term | Details |
|---|---|
| CEO appointment | Effective Aug 16, 2024 . |
| Base salary | $550,000 initial CEO base . |
| Target annual bonus | 100% of base (post‑promotion) . |
| Repayment obligation | If employment terminates for any reason within 12 months of Effective Date, must repay pre‑tax value of shares vesting from 2024 RSUs, 2025 RSUs, and Second 2025 Equity Award . |
| Severance | If terminated without cause or resigns for good reason: 12 months base salary ($550,000) plus 12 months health insurance benefits ($33,284); pro‑rated annual bonus if qualified . |
| Change‑in‑control | Gupta’s severance agreement provides acceleration of outstanding equity awards in connection with a change in control . |
| Clawback | Incentive Compensation Recoupment Policy compliant with Exchange Act Rule 10D‑1/Nasdaq 5608 . |
| Insider trading policy | Prohibits short sales, options, hedging, margin accounts, pledging; policy filed with 10‑K . |
Board Governance
Amit Gupta serves as a Class II Director since August 2024; he is not independent due to his CEO role, while seven of eight directors are independent and the Board Chair (Jack Klinck) is independent . Committee memberships for 2024 show Gupta not serving on Audit, Compensation, or Nominating & Corporate Governance committees; committee chairs: Audit—Scott Hill; Compensation—Liane Hornsey; Nominating & Corporate Governance—Jack Klinck . Board met 12 times in 2024; each director attended ≥75% of meetings; independent directors held 12 executive sessions, chaired by the independent Board Chair .
Director compensation: Gupta receives no additional compensation for board service; director compensation policy applies to non‑employee directors only .
Compensation Structure Analysis
- Equity‑heavy mix and increased fixed pay: Base increased from $350,000 to $550,000 on CEO promotion, alongside large RSU grants (500k + 500k) and a planned $5M equity award including PSUs, indicating strong equity alignment but also meaningful vesting‑driven supply cadence .
- No 2024 annual bonus payout: Company’s Adjusted EBITDA missed the threshold, resulting in 0% payout under the 2024 bonus plan .
- Governance enhancements after shareholder feedback: 2024 Say‑on‑Pay approval was 63.8%; in response, 2025 program reintroduced PSUs, added Billings alongside Adjusted EBITDA for bonus metrics, and removed evergreen from the new 2025 plan .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000) | $186,892 | $267,116 | $298,542 | $309,204 | $278,298 |
| Adjusted Contribution ($000) | $82,182 | $129,628 | $143,035 | $158,626 | $150,537 |
| Net Loss ($000) | $(55,422) | $(128,565) | $(465,264) | $(134,702) | $(189,304) |
| Adjusted EBITDA ($000) | $(7,780) | $(12,220) | $(45,169) | $3,771 | $2,523 |
| $100 Investment (Company TSR) | $227 | $46 | $9 | $159 | $64 |
| $100 Investment (Peer TSR: Nasdaq Composite) | $144 | $121 | $67 | $143 | $185 |
Say‑on‑Pay & Shareholder Feedback
Say‑on‑Pay approval in 2024 was approximately 63.8%; the Board and Compensation Committee conducted outreach (representing ~38% of shares) and engaged an independent proxy advisor, leading to 2025 program changes including PSUs and dual performance metrics for the annual bonus .
Compensation Peer Group
The Compensation Committee uses a technology‑sector peer group and Radford survey data, considering revenue and market cap ranges to benchmark pay; peer data informs but does not mechanically determine pay decisions .
Related Party Transactions and Red Flags
No related‑person transactions >$120,000 since Jan 1, 2024, apart from a 2023 Cooperation Agreement with CAS Investment Partners (an >5% holder) to appoint Alex Mishurov and set standstill terms; repricing prohibited in equity plans; no excise tax gross‑ups; hedging/pledging prohibited .
Investment Implications
- Alignment and retention: Large, time‑based RSU grants (total 1,000,000 shares) and a planned $5M equity award with PSUs tie Gupta’s realized compensation to service and future performance; the repayment clause for shares vested within 12 months enhances retention incentives .
- Vesting‑driven supply: Known vesting dates for the Mar 2024 grant (quarterly through Apr 1, 2026) and semi‑annual tranches off the Aug 16, 2024 start date suggest periodic potential selling pressure around settlement windows, subject to policy constraints and individual choices .
- Governance mitigants: Independent Board Chair and majority‑independent board, clawback policy, ban on hedging/pledging, and no repricing without shareholder approval support investor protection while CEO’s non‑independence is standard for executive directors .
- Pay‑for‑performance trajectory: 2024 no‑payout bonus and 2025 addition of PSUs and dual metrics (Billings and Adjusted EBITDA) increase performance linkage, addressing prior shareholder concerns from a 63.8% Say‑on‑Pay outcome .