Lynne Laube
NERDWALLETAbout Lynne Laube
Independent director at NerdWallet (NRDS), director since 2020 and age 55. Former CEO of Cardlytics (May 2020–September 2022), prior COO and director at Cardlytics (2008–November 2022), with earlier roles at Capital One (1994–2008) and Bank One in operations analysis; B.S. in Finance and Marketing from the University of Cincinnati . She currently chairs the Compensation Committee and, subject to stockholder election, will also join the Audit Committee after the May 21, 2025 annual meeting . The Board has determined she is independent for Board service and for both Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardlytics, Inc. (Nasdaq: CDLX) | Chief Executive Officer | May 2020–September 2022 | Former CEO experience cited as a Board skill; brings financial industry, analytics, and operations perspective . |
| Cardlytics, Inc. | Chief Operating Officer; Director | COO since 2008; Director 2008–November 2022 | Public company board experience; former executive leadership . |
| Capital One | Various positions including Vice President | 1994–2008 | Financial services operating expertise . |
| Bank One Corporation | Operations analysis | Not disclosed | Early career operational analysis . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valor Venture Capital | Operating Partner | Current (primary occupation) | Listed in director nominee summary . |
Board Governance
- Committee assignments and roles: Chair, Compensation Committee; expected to join Audit Committee after May 21, 2025 (continuing as Compensation Chair) .
- Independence: Board determined Laube is an independent director and qualifies as independent for Audit and Compensation Committee service under Nasdaq and SEC rules .
- Attendance: In 2024, the Board met 4 times and committees met 8 times; all directors attended at least 75% of Board and committee meetings during their service periods .
- Governance context: NRDS is a controlled company (CEO/Chair Tim Chen controls a majority of voting power). Despite exemption, NRDS maintains independent Audit Committee and has an independent Compensation Committee with external consultants (transitioned from Compensia to Frederic W. Cook & Co., Inc.) .
Fixed Compensation
| Component | 2024 Amount (Laube) | Policy/Rate | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $62,000 | Board member: $50,000; Compensation Chair: $12,000; Audit Member: $10,000; Compensation Member: $6,000 | 2024 actual fees for Laube; cash fee schedule set in director compensation policy . |
| Equity – Annual RSU Grant | $149,987 (grant date fair value) | $150,000 target value at annual meeting | Aggregate grant date fair value per ASC 718; vests by next annual meeting or one-year anniversary . |
| Initial One-Time RSU Grant (on first election) | Not applicable in 2024 (historical) | $300,000 grant at initial appointment | Vests in three equal annual installments; accelerates on change in control if in service at that date . |
Performance Compensation
| Metric/Instrument | Structure | Awarded to Directors? | Vesting/Performance Conditions |
|---|---|---|---|
| RSUs (Annual Equity Award) | Time-based RSUs targeted at $150,000 value | Yes | Vest on the earlier of one-year from grant or day before next annual meeting; accelerates on change in control; no performance metrics disclosed . |
| Initial RSU Grant | Time-based RSUs at $300,000 value | Yes (new directors) | Vest in three equal annual installments; accelerates on change in control; no performance metrics disclosed . |
| Options/PSUs/PSOs tied to performance (director-level) | Not disclosed for directors | No | Not applicable to non-employee directors; director equity is time-based . |
Other Directorships & Interlocks
| Company | Status | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards (current) | None | — | — | “Other Public Company Boards: None” in director profile . |
| Cardlytics, Inc. | Prior public company | Director | 2008–November 2022 | Former CEO and COO; ends in November 2022 . |
Expertise & Qualifications
- Former CEO and operator with deep financial services, analytics, and operations experience; public company board experience; financial acumen and marketing skills highlighted in Board skills matrix and biography .
- Education: B.S. in Finance and Marketing (University of Cincinnati) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 24, 2025) | % of Class/Voting Power | Detail (Footnote) |
|---|---|---|---|
| Lynne M. Laube | 161,996 Class A shares | Less than 1% | (12) Consists of: (i) 30,935 Class A shares; (ii) fully vested option to purchase 120,000 Class A shares (granted with early exercise provision, immediately exercisable); (iii) 11,061 Class A shares issuable upon RSU vesting within 60 days of Mar 24, 2025 . |
| Director outstanding awards (Dec 31, 2024) | 120,000 options; 11,061 RSUs | — | Aggregate outstanding awards per director compensation table . |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-05-21 | 2025-05-23 | Award (A) | 18,137 | $0 | 60,133 | https://www.sec.gov/Archives/edgar/data/1625278/000162527825000079/0001625278-25-000079-index.htm |
| 2024-05-14 | 2024-05-16 | Award (A) | 11,061 | $0 | 41,996 | https://www.sec.gov/Archives/edgar/data/1625278/000162527824000116/0001625278-24-000116-index.htm |
Governance Assessment
- Independence and committee leadership: Laube is independent and chairs the Compensation Committee; she is slated to add Audit Committee membership, enhancing cross-committee perspective and oversight continuity .
- Attendance: She met NRDS’s attendance expectation (≥75%) in 2024; no attendance concerns disclosed .
- Compensation mix and alignment: Director pay is modest cash with equity RSUs that vest on time-based schedules (annual $150k target), and Laube received $149,987 in 2024 stock awards and $62,000 cash, aligning compensation with shareholder value via equity while avoiding meeting fees or short-term incentives .
- Ownership alignment and risk controls: Laube holds common shares, fully vested options, and RSUs; NRDS prohibits pledging, hedging, short sales, and derivatives for directors under its Insider Trading Policy—reducing misalignment risk .
- Conflicts and related-party exposure: NRDS reports no related person transactions in 2024; Board independence reaffirmed; no family relationships among directors or executives .
- Controlled company context: While NRDS is a controlled company with combined CEO/Chair, it maintains independent Audit and Compensation Committees and uses an independent compensation consultant (FW Cook), partially mitigating governance concentration risk .
RED FLAGS
- None disclosed specific to Laube (no related-party transactions, no pledging, and compliant attendance). Structural risk remains from controlled company status and combined CEO/Chair, but committees are independent and active .