Jon Francis - Director | Cardlytics (CDLX) Executive Profile & Compensation

About Jon Francis

Independent director of Cardlytics (CDLX) since January 1, 2024; age 53. Currently Chief Data & Analytics Officer at General Motors; prior senior analytics leadership at PayPal and Starbucks. Education: B.B.A. in Math & Statistics (St. Olaf College) and M.S. in Statistics (Oregon State University). Board cites his management and data analytics expertise as qualifications to serve .

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks Corporation	Various roles incl. Chief Digital & Analytics Officer	2015 – Oct 2021	Led digital and analytics functions; board views this as qualifying expertise
PayPal Holdings, Inc.	Head of Global Analytics & Decision Sciences	Nov 2021 – Jul 2022	Advanced global analytics; qualification cited
General Motors Company	Chief Data & Analytics Officer	Jul 2022 – present	Enterprise data/analytics leadership; qualification cited

External Roles

Organization	Role	Status	Notes
General Motors Company	Chief Data & Analytics Officer	Current	Operating executive role; no CDLX-related transactions disclosed

Board Governance

Board class: Class I nominee for re-election (term to 2028 if elected) .
Independence: Determined independent under SEC and Nasdaq standards .
Committee assignments: Member, Compensation Committee (chair: Liane Hornsey) .
Attendance: Board met 12x in 2024; each director attended ≥75% of Board and committee meetings; independent directors held 12 executive sessions (presided by independent Board Chair Jack Klinck) .
Board leadership: Independent Board Chair (Klinck) with defined oversight and agenda-setting responsibilities .
Committee activity levels in 2024: Audit 5 meetings; Compensation 9; Nominating & Corporate Governance 6 .

Fixed Compensation

Non-employee director compensation policy:

Cash retainers:
- Board retainer: $30,000; Board Chair: $75,000.
- Committee chair retainers: Audit $30,000; Compensation $15,000; Nominating & Corp. Gov. $15,000.
- Committee member retainers: Audit $20,000; Compensation $10,000; Nominating & Corp. Gov. $10,000.
- Paid quarterly, prorated; reasonable out-of-pocket travel reimbursed .

2024 compensation earned by Jon Francis:

Component	Amount ($)
Fees Earned or Paid in Cash	$22,500
Stock Awards (grant-date fair value)	$136,165
Total	$158,665

Performance Compensation

Non-employee director equity awards:

Annual RSU grant at Annual Meeting for continuing directors: grant-date fair value $165,000, capped at 11,000 shares; vests 100% on first anniversary, subject to continued Board service .
New director one-time RSU grant on appointment: pro-rated vs. $165,000 cap, also capped at 11,000 shares annualized; vests at first anniversary, subject to Board service .
Plan governance: non-employee director total annual compensation capped at $750,000; $1,500,000 in first year; clawback policy applies; no evergreen; no repricing without stockholder approval .

RSU position (as of 12/31/2024):

Metric	Value
Outstanding Stock Awards (#)	11,000 (RSUs)
Vesting schedule	Annual cliff vest at 1 year for director grants

Other Directorships & Interlocks

Company	Board Role	Committee Roles	Interlock/Conflict Notes
None disclosed	—	—	No other public company directorships disclosed; no related-party transactions reported since Jan 1, 2024 other than standard compensation .

Expertise & Qualifications

Data analytics leadership across Fortune 500 and tech firms (GM, PayPal, Starbucks), viewed by CDLX Board as directly relevant .
Quantitative academic background (Math & Statistics; M.S. Statistics) .
Independent director status affording objective oversight .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Jon Francis	4,310	<1%	Beneficial ownership includes shares deemed outstanding under SEC rules; director had 11,000 RSUs outstanding as of 12/31/2024

Policy signals:

Hedging/pledging prohibited for employees and directors .
Clawback policy updated to SEC/Nasdaq requirements ; equity awards subject to clawback under plan .

Governance Assessment

Positive indicators:
- Independent status and service on Compensation Committee overseeing pay policy; committee engaged independent consultant (Meridian) and implemented stockholder feedback (PSUs re-introduced for officers in 2025; dual-metric 2025 bonus plan; removal of evergreen in proposed 2025 plan), strengthening pay-for-performance alignment .
- Structured director compensation with capped equity shares (11,000) and annual cash limits; clawback in place; no repricing without stockholder approval .
- Attendance met Nasdaq thresholds; frequent executive sessions under independent chair .
Potential watch items:
- Ownership alignment modest (<1% beneficial ownership), though standard for outside directors; ongoing RSU vesting supports alignment .
- 2024 Say-on-Pay support at 63.8% indicates investor scrutiny of compensation; committee (including Francis) responded with program changes for 2025, which should be monitored for effectiveness .
Conflicts/related-party exposure:
- No related-person transactions disclosed involving Francis; related-person policy in place and enforced .

Insider Trades

Item	Status
Section 16(a) compliance (FY 2024)	All required filings made on a timely basis, per company’s knowledge
Form 4 transaction details	Not detailed in proxy; none disclosed beyond standard director compensation

Committee Composition Details (current)

Compensation Committee: Chair Liane Hornsey; members Andre Fernandez, Jon Francis, Alex Mishurov; all independent .
Audit Committee: Chair Scott Hill; members Jack Klinck, Andre Fernandez; Hill designated “financial expert” .
Nominating & Corporate Governance Committee: Chair Jack Klinck; members Srishti Gupta, Alex Mishurov; all independent .

Overall signal: Francis brings deep analytics expertise and independent oversight to the Compensation Committee amid active investor engagement and governance enhancements, with standard director equity alignment and no disclosed conflicts or related-party transactions .