Scott Hill
CardlyticsAbout Scott Hill
Scott Hill (age 57) has served as an independent director of Cardlytics (CDLX) since September 5, 2023. He is the Audit Committee Chair and an SEC-defined “audit committee financial expert,” supported by a CFO background at Intercontinental Exchange (ICE) and senior finance roles at IBM; he also chairs CS Disco’s board and briefly served as its interim CEO. He holds a B.B.A. in finance (University of Texas at Austin) and an M.B.A. (NYU Stern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercontinental Exchange (ICE) | Chief Financial Officer | 2007 – May 2021 | Public company CFO experience; qualifies as audit committee financial expert |
| IBM | International finance executive | 1991 – 2007 | Global finance leadership |
| Cardlytics (CDLX) | Independent Director | Sep 5, 2023 – present | Audit Committee Chair; independent director |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CS Disco, Inc. | Director; Chairman (from May 2024); Interim CEO | Director since Jun 2021; Interim CEO Sep 2023 – May 2024 | Board leadership; operating experience |
| VVC Corporation | Director | Aug 2017 – Nov 2023 | Board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (not listed); Nominating & Corporate Governance Committee (not listed). 2024 meetings: Audit 5, Compensation 9, Nominating & Corporate Governance 6 .
- Independence: Board determined Hill is independent under SEC/Nasdaq standards .
- Attendance: The Board met 12 times in fiscal 2024; each director attended ≥75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors met in executive session 12 times; Board Chair (Jack Klinck) presided .
- Expertise designation: Board determined Hill is an “audit committee financial expert” under SEC rules .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee) | $30,000 | Board Chair: $75,000 |
| Audit Committee Chair Retainer | $30,000 | Additional cash retainer |
| Audit Committee Member Retainer | $20,000 | If serving (non-chair) |
| Compensation Committee Chair Retainer | $15,000 | Additional cash retainer |
| Compensation Committee Member Retainer | $10,000 | Additional cash retainer |
| Nominating & Corporate Governance Chair Retainer | $15,000 | Additional cash retainer |
| Nominating & Corporate Governance Member Retainer | $10,000 | Additional cash retainer |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $15,897 | $116,875 | $132,772 |
| 2024 | $45,000 | $96,470 | $141,470 |
Observation: Hill’s 2024 cash fees rose versus 2023 (reflecting full-year service and audit chair role), while 2024 equity grant fair value was lower than the 2024 peer group norm (several directors at ~$136k), suggesting pro-ration or share price effects for his RSU award .
Performance Compensation
| Policy Element | Terms |
|---|---|
| Annual RSU grant (continuing directors) | Grant date fair value $165,000, capped at 11,000 shares; vests in full on first anniversary if still serving |
| New director RSU grant | One-time, pro-rated to next Annual Meeting, capped at 11,000 shares annualized; vests in full on first anniversary if still serving |
| Dividends on equity awards | No dividends paid before vesting |
| Option practices | No option-like instruments granted; repricing prohibited without stockholder approval |
| Year | RSU Grant Fair Value ($) | RSU Shares Outstanding (#) | Vesting Schedule |
|---|---|---|---|
| 2023 | $116,875 | 6,748 (vest 9/5/2024) | One-year vest from grant date (time-based) |
| 2024 | $96,470 | 11,000 outstanding at 12/31/2024 | One-year vest from grant date (time-based) |
No performance-based (TSR, revenue, EBITDA) metrics are disclosed for director equity; director RSUs are time-based, reinforcing alignment through tenure rather than explicit performance hurdles .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| CS Disco, Inc. | Director; Chairman; Interim CEO (past) | External leadership; no related-party transactions with CDLX disclosed |
Expertise & Qualifications
- Financial oversight: Former public-company CFO (ICE); designated audit committee financial expert .
- Global finance and operations: 16 years at IBM in international finance roles .
- Board leadership and operating experience: Chairman and interim CEO roles at CS Disco .
- Education: B.B.A. (UT Austin), M.B.A. (NYU Stern) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Components |
|---|---|---|---|
| Scott A. Hill | 46,748 | <1% | Includes 11,000 shares issuable upon RSU settlement within 60 days of Mar 26, 2025 ; no options reported outstanding for Hill as of 12/31/2024 |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x cash retainer; subject to phase-in, non-employee directors are currently compliant .
- Hedging/pledging: Prohibited (short sales, options, hedging, margin accounts, pledging) for directors under the Insider Trading Policy .
Governance Assessment
- Board effectiveness: Hill’s deep CFO experience and audit committee leadership bolster financial oversight; formally recognized as an audit committee financial expert . Attendance thresholds met; independent director status affirmed .
- Compensation structure: Non-employee director pay is balanced with cash and time-based RSUs; October 2023 share cap of 11,000 per annual grant addressed stockholder dilution concerns—a positive governance response .
- Alignment and risk controls: Robust ownership guidelines (5x retainer), clawback policy, dividend restrictions pre-vesting, and prohibition of hedging/pledging enhance alignment and investor protection .
- Conflicts/related parties: The company reports no related-party transactions involving directors since Jan 1, 2024; Section 16 filings were timely, reducing compliance risk .
- RED FLAGS: None disclosed regarding related-party transactions, pledging, hedging, or delinquent filings. External chair role at CS Disco suggests meaningful time commitments, but no conflicts are disclosed with CDLX .
Net investor signal: Strong governance posture with experienced audit chair oversight, independence, and formalized alignment policies; equity grants for directors are time-based and capped, reflecting responsiveness to dilution concerns .