Nick Lynton
CardlyticsAbout Nick Lynton
Nick Lynton is Chief Legal and Privacy Officer at Cardlytics (CDLX), serving in this role since July 2022. He is 42 years old, holds a B.A. in American Studies and English from Tulane University and a J.D. from Vanderbilt University Law School . Company performance during his tenure includes revenue of $278.3M in 2024, $309.2M in 2023, and $298.5M in 2022, with Adjusted EBITDA of $2.5M in 2024, $3.8M in 2023, and $(45.2)M in 2022; cumulative five-year TSR was -53% vs a peer composite of -47% .
Company performance metrics:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Thousands) | $298,542 | $309,204 | $278,298 |
| Adjusted EBITDA ($USD Thousands) | $(45,169) | $3,771 | $2,523 |
| Cumulative 5-year TSR | — | — | -53% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardlytics Legal Department | Assistant General Counsel and increasing responsibility | 2015–2022 | Not disclosed |
| Alston & Bird LLP | Attorney | 2010–2014 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed |
Fixed Compensation
Multi-year cash compensation and incentives:
| Item | 2023 | 2024 |
|---|---|---|
| Annual base salary rate ($) | $325,000 (effective Apr 1, 2023) | $338,000 (effective Apr 1, 2024) |
| Salary earned ($) | $311,247 | $334,750 |
| Target bonus (%) | 75% | 75% |
| Target bonus ($) | $233,577 | $253,500 |
| Actual bonus paid ($) | $239,206 | $— (no payout) |
| Retention bonus ($) | — | $150,000 (50% paid 2/15/2025; 50% due 8/15/2025; repay if voluntary resignation before 8/15/2025) |
Performance Compensation
Annual Cash Bonus Plan
2024 bonus plan outcomes:
| Metric | Threshold | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | $14.4M | $28.8M | $2.523M | 0% (no payout) | Individual performance component removed for NEOs in 2025 plan; 2024 plan paid 0% |
2023 bonus plan outcomes:
| Metric | Threshold | Target | Actual | Corporate Attainment | Individual Rating | Payout as % of Salary |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | $(6.40)M | $(2.60)M | $(3.10)M | 93.1% | Significant Impact (110%) | 76.8% |
Equity Awards
Key grants and structures:
| Award Type | Grant Date | Shares | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 3/22/2024 | 85,035 | $1,352,057 | Eight equal installments on 7/1/2024, 10/1/2024, 1/1/2025, 4/1/2025, 7/1/2025, 10/1/2025, 1/1/2026, 4/1/2026 |
| RSU | 4/5/2023 | 100,000 | $484,000 | 25% each on 7/1/2023, 10/1/2023, 1/1/2024, 4/1/2024 |
| PSU | 8/2022 | 6,312 | — | Performance met Feb 2025 |
| PSU | 8/2022 | 6,312 | — | Vests April 2026 if performance targets met |
| Stock Option | Various (2008 Plan) | 779 (exercisable) | — | $24.48 strike, exp. 4/1/2027 |
2025 program update: Cardlytics resumed PSUs for officers in 2025 following shareholder feedback; NEO bonus metrics expanded to Billings and Adjusted EBITDA, and the evergreen provision removed in the proposed 2025 Equity Plan .
Equity Ownership & Alignment
Ownership and guidelines:
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/26/2025) | 94,706 shares |
| Shares outstanding (as of 3/26/2025) | 52,174,481 |
| Ownership % of outstanding | ~0.18% (94,706 / 52,174,481) |
| Shares issuable within 60 days | 582 RSUs; 1,578 options; 10,630 options |
| Ownership guidelines | NEOs: 1x base salary; currently compliant |
| Hedging/pledging | Prohibited (no short sales, options, hedging, margin, pledging) |
Unvested awards at 12/31/2024 (selected):
| Award | Unvested Units (#) | Vesting Detail |
|---|---|---|
| RSU (Apr 2024 grant) | 63,777 | Remaining vests quarterly for six quarters |
| RSU (Jul 2022 grant) | 11,046 | Remaining vests quarterly over seven quarters |
| RSU (Mar 2022 grant) | 3,488 | Remaining vests quarterly for five quarters |
| RSU (Apr 2021 grant) | 682 | Remaining vests April 2025 |
| PSU (Aug 2022 grant) | 6,312 | Performance achieved Feb 2025 |
| PSU (Aug 2022 grant) | 6,312 | Vests April 2026 if performance met |
Stock vested in 2024: 81,383 shares; value realized $809,607 .
Employment Terms
Severance and change-in-control economics:
| Scenario | Cash Severance | Health Benefits | Bonus Treatment | Equity Treatment |
|---|---|---|---|---|
| Termination without cause / resign for good reason | 12 months base salary ($338,000 in 2025 estimate) | 12 months continued medical ($26,050) | Pro-rated if qualified | No automatic acceleration except CIC conditions |
| CIC with qualifying termination / adverse changes (double-trigger within 90 days before or 1 year after CIC) | 12 months base salary ($325,000 in 2024 table) | 12 months COBRA reimbursement ($26,972) | Pro-rated if qualified | Immediate full vesting of outstanding options/RSUs granted prior to CIC upon Acceleration Event |
Estimated totals (as disclosed):
- 12/31/2024 CIC scenario: total $1,249,975 (severance $325,000; equity acceleration $898,003; health benefits $26,972) .
- 12/31/2024 non-CIC: not separately quantified; framework above applies .
- 12/31/2024 vesting acceleration conditions defined (termination without cause/by good reason, material change in role/compensation/geography) .
- 12/31/2025 est. termination: total $727,367 (severance $338,000; equity acceleration $363,317; health benefits $26,050) .
Policies and protections:
- Clawback policy compliant with SEC/Nasdaq (Section 10D/Rule 5608) .
- No excise tax gross-ups .
- Indemnification agreements in place for executives .
Investment Implications
- Alignment: Significant RSU holdings and ownership guideline compliance, plus strict prohibition on hedging/pledging, align legal leadership incentives with long-term equity value creation .
- Near-term selling pressure: Multiple RSU tranches vest through April 2026 and PSUs vest if targets are met; 2024 RSU grant alone has six remaining quarterly tranches, which may create periodic supply into the market as shares vest and are settled .
- Retention risk: A $150,000 retention bonus with clawback if voluntary resignation before August 15, 2025 reduces near-term departure risk; double-trigger CIC protections further stabilize retention through change events .
- Pay-for-performance trajectory: 2024 bonus paid zero due to Adjusted EBITDA below threshold; 2025 plan adds Billings and Adjusted EBITDA metrics and resumes PSUs, signaling tighter pay-performance linkage following a modest 63.8% Say-on-Pay approval in 2024 .