Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CARDLYTICS, INC. |
Entity Central Index Key | 0001666071 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure number in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Year Summary Compensation Table Total for PEO - Karim Temsamani, Chief Executive Officer (1) Compensation Actually Paid to PEO - Karim Temsamani, Chief Executive Officer (2) Summary Compensation Table Total for PEO - Lynne Laube, former Chief Executive Officer (1) Compensation Actually Paid to PEO - Lynne Laube, former Chief Executive Officer (2) Average Summary Compensation Table Total for Non-PEO NEOs (3) Average Compensation Actually Paid to Non-PEO NEOs (4) 2022 $17,333,955 $8,199,633 $8,105,384 $11,009,497 $2,962,076 $(1,369,258) 2021 $— $— $6,625,395 $(15,130,174) $2,803,310 $(5,836,574) 2020 $— $— $5,773,600 $34,104,283 $2,765,365 $13,724,075 Value of Initial Fixed $100 Investment Based On: Net Income (Loss) (millions) (7) Company Selected Measures Year Total Stockholder Return (5) Peer Group Total Stockholder Return (6) Adjusted Contribution (millions) (8) Adjusted EBITDA (millions) (9) 2022 $9 $117 $(465) $143 $(45) 2021 $105 $174 $(129) $130 $(12) 2020 $227 $144 $(55) $82 $(8) | ||
Company Selected Measure Name | (8)Adjusted contribution | ||
Named Executive Officers, Footnote [Text Block] | The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Temsamani, our Chief Executive Officer, and Ms. Laube, our former Chief Executive Officer, for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year. Refer to “ Executive Compensation – 2022 Summary Compensation Table .” | ||
Peer Group Issuers, Footnote [Text Block] | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Composite Index. | ||
Adjustment To PEO Compensation, Footnote [Text Block] | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Temsamani and Ms. Laube, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Temsamani and Ms. Laube during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Temsamani’s and Ms. Laube’s total compensation for each covered fiscal year to determine the compensation actually paid to each of them for such fiscal year: PEO - Karim Temsamani, Chief Executive Officer Year Reported Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table (a) Equity Award Adjustments (b) Compensation Actually Paid to PEO 2022 $17,333,955 $(16,909,931) $7,775,609 $8,199,633 PEO - Lynne Laube, former, Chief Executive Officer Year Reported Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table (a) Equity Award Adjustments (b) Compensation Actually Paid to PEO 2022 $8,105,384 $(7,575,254) $10,479,367 $11,009,497 2021 $6,625,395 $(5,898,263) $(15,857,306) $(15,130,174) 2020 $5,773,600 $(5,332,211) $33,662,894 $34,104,283 (a) The reported grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable fiscal year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (ii) the amount equal to the change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for equity awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the applicable fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in the total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: PEO - Karim Temsamani, Chief Executive Officer Year Year End Fair Value of Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Total 2022 $7,775,609 $— $— $— $— $7,775,609 PEO - Lynne Laube, former Chief Executive Officer Year Year End Fair Value of Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested/Forfeited in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Total 2022 $— $— $295,546 $(5,841,747) $16,025,569 $10,479,367 2021 $3,501,448 $(15,135,022) $— $(4,223,732) $— $(15,857,306) 2020 $23,027,373 $8,989,875 $102,984 $1,542,662 $— $33,662,894 | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,962,076 | $ 2,803,310 | $ 2,765,365 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (1,369,258) | (5,836,574) | 13,724,075 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Temsamani and Ms. Laube), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the NEOs as a group (excluding Mr. Temsamani and Ms. Laube) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. Temsamani and Ms. Laube) for each applicable fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2: Year Average Average Reported Average Equity Award Adjustments (a) Average Compensation Actually Paid to Non-PEO NEOs 2022 $2,962,076 $(3,934,969) $(396,365) $(1,369,258) 2021 $2,803,310 $(2,276,866) $(6,363,018) $(5,836,574) 2020 $2,765,365 $(2,429,300) $13,388,010 $13,724,075 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Total 2022 $342,519 $(2,588,113) $114,281 $(962,317) $2,697,265 $(396,365) 2021 $1,126,339 $(5,984,452) $— $(1,504,905) $— $(6,363,018) 2020 $9,671,454 $3,096,513 $78,564 $541,479 $— $13,388,010 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Cumulative TSR of the Company As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our cumulative TSR over the three-year period. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “ Executive Compensation – Compensation Discussion and Analysis .” | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income(loss) The amount of compensation actually paid to Mr. Temsamani and Ms. Laube and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our net income over the three years presented in the table. While we do not use net income as a performance measure in our overall executive compensation program, the measure of net income is correlated with the measure adjusted contribution and adjusted EBITDA, which we do use for when setting goals in our short-term incentive compensation program and the performance-based RSUs that are awarded to our PEOs and other NEOs. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted Contribution As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube), is generally aligned with our adjusted contribution over the three years presented in the table. As described above, we define adjusted contribution as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partners. Adjusted contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns . While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted contribution is the financial performance measure that, in our assessment, represents one of the two most important performance measures used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance. We use adjusted contribution when setting goals in our short-term incentive compensation program, as well as for setting goals for the performance-based RSUs awards that are granted to our PROs and other NEOs. As described in more detail in “ Executive Compensation – Compensation Discussion and Analysis ,” we target that approximately 1% of the value of total compensation awarded to our PEOs and other NEOs consists of amounts determined under our short-term incentive compensation program and approximately 85% of the value of total compensation awarded to our PEOs and other NEOs is to be comprised of equity awards, including restricted stock unit awards, performance-based restricted stock unit awards and stock options. | ||
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, our cumulative TSR over the three-year period presented in the table was (96%), while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Composite Index, was (19%) over the three years presented in the table. Our cumulative TSR consistently outperformed the Nasdaq Composite Index during the three years presented in the table, representing our superior financial performance as compared to the companies comprising the Nasdaq Composite Index. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to “ Executive Compensation – Compensation Discussion and Analysis .” | ||
Total Shareholder Return Amount | $ 9 | 105 | 227 |
Peer Group Total Shareholder Return Amount | 117 | 174 | 144 |
Net Income (Loss) | $ (465,000,000) | $ (129,000,000) | $ (55,000,000) |
Company Selected Measure Amount | 143 | 130 | 82 |
Additional 402(v) Disclosure [Text Block] | C umulative total stockholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period. Financial Performance Measures As described in greater detail in “ Executive Compensation – Compensation Discussion and Analysis ,” our executive compensation program reflects a variable “pay-for-performance” philosophy. The performance measures that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our PEOs and other NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance are as follows: Analysis of the Information Presented in the Pay versus Performance table As described in more detail in “ Executive Compensation – Compensation Discussion and Analysis ,” our executive compensation program reflects a variable “pay-for-performance” philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the "Pay vs. Performance" table. All information provided above under the “ Pay vs. Performance ” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate such information by reference. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Income (loss) | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Compensation Actually Paid vs. Other Measure [Text Block] | Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Temsamani and Ms. Laube, and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Temsamani and Ms. Laube) is generally aligned with our adjusted EBITDA over the three years presented in the table. As described above, we define adjusted EBITDA as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration (benefits) costs; and change in fair value of contingent consideration . While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBITDA is one of the two most important financial performance measures used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance. We use adjusted EBITDA when setting goals in our short-term incentive compensation program, as well as for setting goals for the performance-based RSU awards that are granted to our PEOs and other NEOs. As described in more detail in “ Executive Compensation – Compensation Discussion and Analysis ,” we target that approximately 1% of the value of total compensation awarded to our PEOs and other NEOs consists of amounts determined under our short-term incentive compensation program and approximately 85% of the value of total compensation awarded to our PEOs and other NEOs is to be comprised of equity awards, including restricted stock unit awards, performance-based restricted stock unit awards, and stock options. | ||
Other Performance Measure Amount | (45,000,000) | (12,000,000) | (8,000,000) |
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | Adjusted EBITDA is defined as our net loss before income tax benefit; interest expense, net; depreciation and amortization expense; stock-based compensation expense; foreign currency gain (loss); impairment of goodwill and intangible assets; deferred implementation costs; restructuring and reduction of force costs; acquisition and integration (benefits) costs; and change in fair value of contingent consideration . | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Contribution | ||
Non-GAAP Measure Description [Text Block] | Adjusted contribution is defined as a measure by which revenue generated from our marketers exceeds the cost to obtain the purchase data and the digital advertising space from our partner. Adjusted contribution demonstrates how incremental revenue on our platforms generates incremental amounts to support our sales and marketing, research and development, general and administration and other investments. Adjusted contribution is calculated by taking our total revenue less our Partner Share and other third-party costs exclusive of deferred implementation costs, which is a non-cash cost. Adjusted contribution does not take into account all costs associated with generating revenue from advertising campaigns, including sales and marketing expenses, research and development expenses, general and administrative expenses and other expenses, which we do not take into consideration when making decisions on how to manage our advertising campaigns. | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee) | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Investment | ||
Karim Temsamani [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 17,333,955 | ||
PEO Actually Paid Compensation Amount | $ 8,199,633 | ||
PEO Name | Mr. Temsamani | ||
Lynne Laube [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 8,105,384 | $ 6,625,395 | $ 5,773,600 |
PEO Actually Paid Compensation Amount | $ 11,009,497 | (15,130,174) | 34,104,283 |
PEO Name | Ms. Laube | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards Reported Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (16,909,931) | ||
PEO [Member] | Karim Temsamani [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,775,609) | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 7,775,609 | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards Granted During the Year, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards Granted in Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | ||
PEO [Member] | Karim Temsamani [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | ||
PEO [Member] | Lynne Laube [Member] | Equity Awards Reported Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,575,254) | (5,898,263) | (5,332,211) |
PEO [Member] | Lynne Laube [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (10,479,367) | 15,857,306 | (33,662,894) |
PEO [Member] | Lynne Laube [Member] | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | 3,501,448 | 23,027,373 |
PEO [Member] | Lynne Laube [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | (15,135,022) | 8,989,875 |
PEO [Member] | Lynne Laube [Member] | Equity Awards Granted During the Year, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 0 | 102,984 | |
PEO [Member] | Lynne Laube [Member] | Equity Awards Granted in Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (5,841,747) | (4,223,732) | 1,542,662 |
PEO [Member] | Lynne Laube [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 16,025,569 | 0 | 0 |
PEO [Member] | Lynne Laube [Member] | Equity Awards Granted During the Year, Vested or Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 295,546 | ||
Non-PEO NEO [Member] | Equity Awards Reported Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,934,969) | (2,276,866) | (2,429,300) |
Non-PEO NEO [Member] | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (396,365) | (6,363,018) | 13,388,010 |
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 342,519 | 1,126,339 | 9,671,454 |
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (2,588,113) | (5,984,452) | 3,096,513 |
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | 114,281 | 0 | 78,564 |
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | (962,317) | (1,504,905) | 541,479 |
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount, Equity Awards | $ 2,697,265 | $ 0 | $ 0 |