Andre Fernandez
CardlyticsAbout Andre Fernandez
Andre Fernandez (age 56) is an independent Class III director at Cardlytics (CDLX) since January 2024. He previously served as CFO of WeWork (Jun 2022–Jun 2023), EVP & CFO at NCR (Aug 2018–Oct 2020), President & CEO of CBS Radio (2015–2017), and held senior roles at Journal Communications (2008–2015) and GE (~12 years). He holds an A.B. in Economics from Harvard College and is positioned as a financially savvy operator and board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork, Inc. | Chief Financial Officer | Jun 2022 – Jun 2023 | Finance leadership |
| NCR Corporation | EVP & Chief Financial Officer | Aug 2018 – Oct 2020 | Finance leadership |
| CBS Radio Inc. | President & Chief Executive Officer | 2015 – 2017 | Corporate leadership |
| Journal Communications Inc. | President, COO, CFO | 2008 – 2015 | Operational/financial oversight |
| General Electric Company | Various leadership roles | ~12 years prior to 2008 | Cross-business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 23andMe Inc. | Director | Since Oct 2024 | Not disclosed |
| FaZe Holdings Inc. | Director | Jul 2022 – Mar 2024 (until sale) | Not disclosed |
Board Governance
- Independence: The Board determined Fernandez is independent under SEC and Nasdaq rules; 7 of 8 directors are independent .
- Committees: Audit Committee member; Compensation Committee member (not chair) .
- Committee chairs: Audit—Scott Hill (chair); Compensation—Liane Hornsey (chair); Nominating & Corporate Governance—Jack Klinck (chair) .
- Meeting cadence and attendance: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors met in 12 executive sessions; Board Chair (independent) presided .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (2024) | 37,500 | Quarterly-paid; covers board and committee service within policy |
| Total cash retainer policy | Board: 30,000; Audit member: 20,000; Compensation member: 10,000; Board Chair: 75,000; Committee chairs: Audit 30,000; Comp 15,000; Nominating 15,000 | Paid quarterly, prorated for partial months |
| Total 2024 director compensation (cash + equity) | 173,665 | Stock award detailed below |
Performance Compensation
| Equity Award | Grant Value ($) | Shares/Status | Vesting | Notes |
|---|---|---|---|---|
| 2024 RSU award (director) | 136,165 | Notional RSUs; outstanding RSUs: 11,000 | One-year cliff on annual grant per policy | Annual director RSU policy targets $165,000 fair value, capped at 11,000 shares; vests fully on first anniversary |
| Director equity policy guardrails | — | Cap $750,000 total comp/year; no evergreen; no repricing; clawback applies | — | Dividends not paid before vest; awards subject to clawback |
| Performance metrics (director awards) | Not used | RSUs are time-based (no PSUs for directors) | — | Company resumed PSUs in 2025 for officers, not directors |
Other Directorships & Interlocks
| Company | Relationship to CDLX | Potential Interlock/Conflict |
|---|---|---|
| 23andMe Inc. (public) | No CDLX-related transactions disclosed | None disclosed |
| FaZe Holdings Inc. (public, sold Mar 2024) | No CDLX-related transactions disclosed | None disclosed |
- Related party transactions: Company reports none >$120,000 involving directors since Jan 1, 2024; policy requires Audit Committee review of any such transactions .
Expertise & Qualifications
- Financial leadership: Former CFO roles at WeWork and NCR; finance and operating executive experience across media and technology .
- Industry breadth: Media (CBS Radio, Journal Communications), fintech/tech (NCR), shared services (GE) .
- Education: A.B., Economics, Harvard College .
- Governance: Independent director; Audit and Compensation Committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| Andre Fernandez | 4,310 | <1% | 11,000 | 0 |
- Ownership guidelines: Non-employee directors must hold 5x cash retainer; company states directors are currently compliant (subject to phase-in) .
- Hedging/Pledging: Prohibited by insider trading policy; short selling, options, hedging, margin, pledging disallowed .
Governance Assessment
- Board effectiveness: Strong independence profile (7/8 independent); independent chair; structured risk oversight through committees; regular executive sessions—supports objective oversight .
- Committee assignments: Fernandez sits on Audit and Compensation—aligns with his finance expertise; Audit chaired by an “audit committee financial expert” (Scott Hill), enhancing oversight .
- Attendance & engagement: Board met 12 times; each director met the ≥75% attendance threshold; committees active (Audit 5, Compensation 9, Nominating 6)—indicates ongoing engagement .
- Pay-for-performance alignment signals: For executives, investors pushed for PSUs and multi-metric bonuses; company acted (2025 PSUs; Billings + Adjusted EBITDA in bonus plan). For directors, equity is time-based RSUs with annual cap—balanced dilution control and alignment .
- Conflicts/related-party exposure: No related-person transactions disclosed for directors; formal policy and Audit Committee oversight in place .
- Red flags and watch items:
- Say-on-Pay approval was 63.8% in 2024—improved but still a governance watch item; company conducted outreach and made program changes .
- Multi-company commitments: Currently on 23andMe board; ensure no overlapping business relationships affecting CDLX independence—none disclosed .
- Equity dilution control remains under active oversight; 2025 plan removes evergreen and restricts repricing—positive governance stance .