Liane Hornsey

About Liane Hornsey

Liane Hornsey, age 66, has served as an independent director of Cardlytics since April 9, 2024. She was Advisor to the CEO at Palo Alto Networks until November 2024 and previously its Chief People Officer; earlier roles include Chief People Officer at Uber, Chief Administrative Officer and Operating Partner at SoftBank Group International, and nearly a decade leading People Operations for Google’s Global Business where she became Google’s first female VP in HR. She holds a B.A. in English Literature from Newcastle University, U.K.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Hornsey is independent under SEC and Nasdaq rules .
• Committee assignments: Compensation Committee member and Chair (effective upon 2024 Annual Meeting; Chair confirmed in 2025) .
• Board and committee engagement: In 2024 the Board met 12 times; each director attended ≥75% of Board and committee meetings during their service period; independent directors held 12 executive sessions, chaired by the independent Board Chair .
• Current committee structure and meetings (2024):

• Compensation Committee processes: Meets quarterly or more; agenda set by the Chair (Hornsey), uses independent consultants, conducts executive sessions, CEO excluded from deliberations about his compensation .
• Compensation consultant: Meridian Compensation Partners engaged since May/June 2024; the Committee evaluated Meridian’s independence and found no conflicts; Compensia served earlier in 2023–early 2024 .

Fixed Compensation

• Policy terms (non-employee directors):

  • Annual Board retainer: $30,000 (Board Chair $75,000)
  • Committee chair retainers: Audit $30,000; Compensation $15,000; Nominating & Governance $15,000
  • Committee member retainers: Audit $20,000; Compensation $10,000; Nominating & Governance $10,000
  • RSUs: Annual grant fair value $165,000; capped at 11,000 shares; vest 1 year (cap implemented Oct 2023 due to shareholder feedback) .

• 2024 director compensation (earned for service in 2024):

• Appointment grant: On joining the Board (Apr 9, 2024), Hornsey received 1,326 RSUs vesting in full on the first anniversary of grant; standard annual RSU grant (fair value $165,000, cap 11,000 shares) applies at each subsequent annual meeting while serving .

Performance Compensation

• Director equity terms: Non-employee director equity is time-based RSUs (one-year vest), capped at 11,000 shares; the company states it does not grant stock options or similar instruments with option-like features under its current policies .
• Compensation Committee oversight of executive incentives (signals for pay-for-performance):
  • 2025 Bonus Plan adds two performance metrics (Billings and Adjusted EBITDA), removes personal performance for NEOs .
  • PSUs reintroduced beginning 2025 for officers to directly link executive pay to long-term performance (first PSU awards since 2022) .

Other Directorships & Interlocks

• Interlocks: Compensation Committee Interlocks section discloses no interlocks; members are all independent and not officers/employees of the company .
• Related-party transactions: Upon appointment, the company reported no transactions requiring Item 404(a) disclosure and no family relationships for Hornsey .

Expertise & Qualifications

• Human capital and compensation leadership across global tech and consumer companies; recognized as a preeminent practitioner in people operations and leadership development .
• Experience implementing market-based compensation structures and governance reforms via the Compensation Committee .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director and Compensation Committee Chair; leads rigorous processes with independent advisors; no consultant conflicts found .
  • Clear director pay structure with capped RSU grants to address dilution; transparent retainers and vesting terms .
  • Strong board engagement: ≥75% attendance; regular independent executive sessions; independent Board Chair .
  • Shareholder-responsive reforms: added PSUs, dual metrics in bonus plan, removed evergreen feature in new 2025 equity plan .

• Watch items / Red flags

  • 2023 Say-on-Pay approval was low at 51.9%, though the Board (including Compensation Committee members) conducted outreach and implemented changes in 2024–2025; continued monitoring warranted .
  • No disclosed other public company boards; while limiting interlock risk, it reduces external network insights into public board best practices; maintain ongoing review of board skill mix .
  • Ensure continued adherence to anti-hedging/pledging and ownership guidelines to sustain alignment .

• Related-party/conflicts

  • No related-party transactions or family relationships disclosed for Hornsey; no Item 404(a) exposures .

Director Compensation Policy Detail

Attendance & Independence Snapshot

Compensation Committee Composition

Shareholder Feedback & Committee Response

• Outreach to holders representing ~38% of outstanding shares in 2024–2025; engaged Alliance Advisors for insights .
• Implemented PSUs, dual-performance metrics (Billings and Adjusted EBITDA) for 2025 bonus plan, and removed evergreen provision by recommending a 2025 plan without evergreen .