Srishti Gupta
CardlyticsAbout Srishti Gupta
Srishti Gupta, age 46, has served as an independent director of Cardlytics since October 2024. She is Chief Product Officer at Integral Ad Science (since September 2024), with prior leadership roles at Rokt (CPO), Amazon (Director of Ads Measurement), and IRI (President/GM, Media Solutions); she holds a B.A. in Economics from the University of Delhi and an MBA from IIM Bangalore .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integral Ad Science | Chief Product Officer | Since Sep 2024 | Product leadership, market positioning |
| Rokt | Chief Product Officer | Jun 2023–Sep 2024 | Product strategy |
| Amazon | Director of Ads Measurement | 2017–Jun 2023 | Ads measurement domain expertise |
| Information Resources Inc. (IRI, now Circana) | President & GM, Media Solutions | 2014–2017 | Led media solutions business |
| Mediacom | Senior roles | Not disclosed | Media expertise |
| AOL | Senior roles | Not disclosed | Digital media/product |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Integral Ad Science | Chief Product Officer | Sep 2024 | Current operating role; no CDLX-related committee noted |
No other public company directorships are disclosed in the proxy biography .
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair: Jack Klinck; members: Srishti Gupta and Alex Mishurov; all members independent per Nasdaq Rule 5605(a)(2) .
- Independence: The Board determined Ms. Gupta is independent under SEC and Nasdaq standards .
- Attendance and engagement: Board met 12 times in FY2024; each director attended at least 75% of Board and committee meetings during their service period; independent directors held 12 executive sessions presided by Board Chair Jack Klinck .
- Years of service: Joined the Board on October 30, 2024 .
- Board leadership: Independent Board Chair structure (Chair: Jack Klinck) to enhance oversight and accountability .
| Committee | 2024 Meetings | Membership Status for S. Gupta |
|---|---|---|
| Audit | 5 | Not a member |
| Compensation | 9 | Not a member |
| Nominating & Corporate Governance | 6 | Member |
Fixed Compensation
Policy structure (non‑employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $30,000 | Board Chair: $75,000 |
| Audit Committee chair retainer | $30,000 | |
| Compensation Committee chair retainer | $15,000 | |
| Nominating & Corporate Governance chair retainer | $15,000 | |
| Audit Committee member retainer | $20,000 | |
| Compensation Committee member retainer | $10,000 | |
| Nominating & Corporate Governance member retainer | $10,000 | |
| Cash payment cadence | Quarterly in arrears; prorated for partial months | Travel expenses reimbursed |
Realized FY2024 director compensation (S. Gupta):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Srishti Gupta | $0 | $25,453 | $25,453 |
Performance Compensation
Director equity program:
| Component | Grant Value/Cap | Vesting | Notes |
|---|---|---|---|
| Annual RSU (continuing directors) | Target grant-date FV $165,000, capped at 11,000 shares | Vests in full at 1-year anniversary, subject to continued Board service | Share cap implemented Oct 2023 to address dilution concerns |
| New director RSU (pro‑rated) | Up to $165,000 pro‑rated to next AGM; capped at 11,000 shares annualized | Vests in full at 1-year anniversary, subject to continued Board service | |
| Options | Not part of standard director compensation; none disclosed for S. Gupta | n/a |
Srishti Gupta equity positions (as of 12/31/2024):
| Instrument | Quantity | Status |
|---|---|---|
| Stock awards (RSUs) outstanding | 6,148 | Outstanding; vesting per policy |
| Option awards | — | None |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in proxy biography |
| Committee roles at other issuers | Not disclosed |
| Interlocks/potential influence | Alex Mishurov (investor representative via CAS agreement) appointed to Board and sits on Nominating & Governance and Compensation Committees; Cooperation Agreement standstill ended Oct 1, 2024 . |
Expertise & Qualifications
- Education: B.A. Economics, University of Delhi; MBA, IIM Bangalore .
- Domain expertise: Ads measurement, product strategy, media/AdTech; Board cites “management expertise and experience in product positioning” as qualification .
- Board qualifications: Independent; contributes diverse product-market perspective to governance .
Equity Ownership
Beneficial ownership (as of March 26, 2025; 52,174,481 shares outstanding):
| Name | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Srishti Gupta | — | <1%* |
Stock ownership guidelines and alignment:
- Non-employee director ownership guideline: 5x cash retainer; 5-year compliance window from adoption or appointment; only outright shares count; disclosure states, subject to phase-in periods, non-employee directors and NEOs are currently compliant .
- Hedging/pledging/margin ban: Short sales, options, hedging, margin accounts, and pledging of company stock prohibited by Insider Trading Policy .
Section 16 compliance:
- Company states all required Forms 3/4/5 were timely filed for FY2024 by reporting persons .
Governance Assessment
- Strengths: Independent status, formal committee role on Nominating & Corporate Governance (key for board composition/refresh), and 75%+ attendance with robust cadence of independent director executive sessions under an independent Chair .
- Incentive alignment: Director equity uses capped time-based RSUs with one-year vest and a share cap to address dilution, plus strong stock ownership guidelines (5x retainer) and explicit bans on hedging/pledging, supporting long-term alignment .
- Pay mix and prudence: As a new appointee, 2024 compensation was equity-heavy ($25,453 RSUs; no cash), consistent with pro-rated new director grants; no options granted, limiting risk-taking bias .
- Watch items / RED FLAGS: Beneficial ownership shows no outright shares as of March 26, 2025, implying she is still building stake toward the guideline—monitor progress to compliance within the five-year window . Presence of investor-affiliated director (Mishurov) via prior cooperation agreement underscores the importance of a strong, independent Nom/Gov process that includes Gupta to mitigate influence risks .
- Related-party/other conflicts: Company reports no related-person transactions over $120,000 since Jan 1, 2024; robust related-person transaction policy and clawback policy in place .