Jack Klinck
CardlyticsAbout Jack Klinck
Independent Board Chair of Cardlytics, Inc. since 2016; age 61. Background: former Executive Vice President and Head of Global Strategy & New Ventures at State Street (ran Alternative Investment Solutions, Credit Services, Global Exchange, Corporate Strategy), previously Vice Chairman and President of Investment Manager Solutions at Mellon Financial; B.A. Middlebury College, M.B.A. Duke (Fuqua). Currently a senior advisor with Boston Consulting Group and an active angel/seed investor in fintech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | EVP; Head of Global Strategy & New Ventures; ran multiple business lines | 2006–2015 | Led strategy, new ventures, operated AIS, Credit Services, Global Exchange, Corporate Strategy |
| Mellon Financial Corporation | Vice Chairman; President, Investment Manager Solutions Group | Prior to 2006 | Led IMS business (former Mellon) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Current | Advisory role; no public company directorships disclosed |
Board Governance
- Roles: Independent Board Chair; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined Klinck (and 7 of 8 directors) are independent under SEC/Nasdaq standards .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings. Independent directors met in 12 executive sessions; Klinck presided as Board Chair .
- Committee activity (2024 meetings): Audit 5; Compensation 9; Nominating & Corporate Governance 6 .
- Audit Committee chair is Scott Hill, designated “audit committee financial expert” (Klinck serves as member) .
Fixed Compensation
2024 actual director compensation (Cardlytics):
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jack Klinck | 48,750 | 96,470 | 145,220 |
Non-Employee Director Compensation Policy (current):
- Annual cash retainers: Board Chair $75,000; other directors $30,000; Audit Chair $30,000 / members $20,000; Compensation Chair $15,000 / members $10,000; Nominating & Governance Chair $15,000 / members $10,000; paid quarterly; reimbursement of reasonable travel expenses .
- Equity: Annual RSU grant fair value $165,000 (capped at 11,000 shares), vests in full on first anniversary; new director pro-rated grant with same cap and vesting .
- 2025 Equity Plan limit: non-employee director total annual comp (cash + equity grant-date value) capped at $750,000; $1,500,000 in first year for new directors .
Performance Compensation
- No director performance-based pay disclosed; RSUs vest time-based (no performance metrics) .
Other Directorships & Interlocks
- No current public company directorships disclosed for Klinck .
- Cooperation Agreement with CAS Investment Partners added Alex Mishurov to Board and committees; standstill ended Oct 1, 2024 (context for board composition and investor dynamics) .
Expertise & Qualifications
- Deep financial services and strategy operating experience (State Street; Mellon) .
- Board leadership: independent Chair overseeing agendas and independent director sessions; liaison to shareholders .
- Governance and committee leadership: chairs Nominating & Governance; member Audit .
- Education: B.A. Middlebury; M.B.A. Duke (Fuqua) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 67,593 (<1%) |
| RSUs outstanding (as of 12/31/2024) | 11,000 |
| Options held | 25,000 (fully vested) |
| Shares outstanding (reference) | 52,174,481 |
| Hedging/pledging | Prohibited by insider trading policy |
| Director stock ownership guideline | 5× cash retainer; Company states directors are compliant subject to phase-in |
Governance Assessment
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Strengths:
- Independent Board Chair with finance/strategy credentials; leads executive sessions and board agendas .
- Robust committee coverage: Klinck chairs Nominating & Governance; sits on Audit; Audit chaired by an SEC-defined financial expert .
- Meeting cadence and attendance meet governance expectations (12 board meetings; ≥75% attendance) .
- Shareholder-responsive policies: RSU share cap for directors (11,000) and removal of evergreen in new equity plan; director comp cap; clawback policy in place .
- Independent compensation consultant engaged (Meridian); compensation committee processes detailed and independent .
- Anti-hedging/pledging policy for directors enhances alignment .
-
Watch items / potential red flags:
- 2024 Say‑on‑Pay support was 63.8%—below typical >90% benchmarks; company undertook investor outreach and added PSUs/bonus metric changes (positive remedial steps) .
- Activist influence via CAS agreement (now expired) warrants continued monitoring for board dynamics; not a related‑party conflict but relevant context .
- Director RSUs are time-based (not performance-linked); mitigated by ownership guidelines, anti-hedging, and compensation caps .
-
Engagement signal:
- Klinck signed the CEO employment letter as Board Chair in 2025, evidencing active involvement in leadership transitions .
-
Related-party/Conflicts:
- Company reports no related‑person transactions ≥$120,000 since Jan 1, 2024; formal related‑party policy and audit committee oversight in place . No disclosures of Klinck-related transactions.
Overall, Klinck’s independent chairmanship, committee leadership, and attendance support board effectiveness; policy updates (caps, clawback, anti-hedging) and investor engagement address alignment and governance concerns, with Say‑on‑Pay history and prior activist involvement as areas for ongoing monitoring .