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Name | Symbol | Market | Type |
---|---|---|---|
Criteo SA | NASDAQ:CRTO | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.62 | 1.67% | 37.77 | 36.31 | 39.25 | 38.39 | 36.7449 | 38.09 | 209,207 | 01:00:00 |
☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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France
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Not Applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Title of class)
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(Trading Symbol(s))
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(Name of exchange on which registered)
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American Depositary Shares, each representing
one ordinary share, nominal value €0.025 per share |
CRTO
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Nasdaq Global Select Market
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Ordinary shares, nominal value €0.025 per share*
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Nasdaq Global Select Market
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Large Accelerated Filer
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☒
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Accelerated Filer
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☐
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Non-accelerated Filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Name
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Age
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Position(s)
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Megan Clarken(1)
|
53
|
Chief Executive Officer
|
Benoit Fouilland(2)
|
55
|
Chief Financial Officer
|
Ryan Damon
|
47
|
Executive Vice President, General Counsel and Secretary
|
(1)
|
On November 25, 2019, Ms. Clarken assumed the role of Chief Executive Officer. Mr. Rudelle ceased serving as our Chief Executive Officer on that same date.
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(2)
|
As previously announced, Mr. Fouilland will leave his position as our Chief Financial Officer effective June 30, 2020.
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•
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making recommendations on the appointment and retention of our independent registered public accounting firm to serve as independent auditor to audit our consolidated financial statements, assessing the independence and qualifications of the independent auditor, overseeing the independent auditor’s work and advising on the determination of the independent auditor’s compensation;
|
•
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making recommendations with respect to proposed engagements of the independent auditor, including the scope of and plans for audit or non-audit services;
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•
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reviewing and discussing with management and our independent auditors the results of the annual audit;
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•
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reviewing the Company’s internal quality control procedures and conferring with management and the independent auditor regarding the adequacy and effectiveness of the Company’s internal control over financial reporting;
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•
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reviewing and discussing with management and, as appropriate, the auditors, the Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures;
|
•
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reviewing and recommending procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
|
•
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reviewing the results of management’s efforts to monitor compliance with the Company’s programs designed to ensure adherence to applicable laws and regulations, as well as the Code of Conduct, including reviewing and making recommendations with respect to related person transactions;
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•
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reviewing and discussing the oversight of cybersecurity and data privacy matters;
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•
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reviewing any critical audit matters identified by our independent auditors;
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•
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reviewing and making recommendations, under applicable French and U.S. rules, with respect to the financial statements proposed to be included in any of the Company’s reports to be filed with the SEC, reviewing disclosure discussing the Company’s financial performance in any reports to be filed with the SEC, reviewing earnings press releases and financial information and earnings guidance provided to analysts and ratings agencies and preparing any reports of the audit committee as may be required by the SEC; and
|
•
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reviewing any significant issues that arise regarding accounting principles and financial statement presentation, conflicts or disagreements between management and the independent auditor or other financial reporting issues and reporting to the board of directors with respect to related material issues.
|
•
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reviewing and making recommendations to the board of directors with respect to the overall compensation strategy and policies for the Company, including making recommendations to the board of directors regarding performance goals and objectives of the Chief Executive Officer and other senior management, reviewing regional and industry-
|
•
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making recommendations to the board of directors with respect to the determination and approval of the compensation and other terms of employment of the Chief Executive Officer;
|
•
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making recommendations regarding the compensation of executive officers and certain members of senior management, as appropriate;
|
•
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reviewing and making recommendations to the board of directors regarding the compensation paid to independent directors;
|
•
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reviewing and making recommendations to the board of directors with respect to other personnel and compensation matters, including benefit plans and insurance coverage;
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•
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reviewing and evaluating risks associated with the Company’s compensation programs;
|
•
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reviewing and discussing with management the compensation discussion and analysis and other compensation information that we may be required to include in SEC filings and preparing any reports of the compensation committee on executive compensation as may be required by the SEC; and
|
•
|
considering the results of shareholder advisory votes on executive compensation and on the frequency of such an advisory vote, as required by Section 14A of the Exchange Act and, to the extent it deems appropriate, taking such results into consideration in connection with the review and approval of executive compensation.
|
•
|
identifying, reviewing, evaluating and recommending to the board of directors the persons to be nominated for election as directors and to each of the committees of the board of directors and establishing related policies, including consideration of any potential conflicts of interest, applicable independence and experience requirements and any other relevant factors that the committee considers appropriate in the context of the needs of the board of directors;
|
•
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reviewing and assessing the performance of management and the board of directors, including committees of the board of directors;
|
•
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overseeing the composition of the board of directors and its committees;
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•
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assessing the independence of directors;
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•
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developing and recommending to the board of directors corporate governance principles and practices; and
|
•
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reviewing with the Chief Executive Officer plans for succession to the offices of the Company’s executive officers.
|
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards
($)
|
Warrant
Awards
($)(2)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All Other
Compensation
($)(3)
|
Total
($)
|
||||||
Nathalie Balla(1)
|
47,960
|
—
|
|
199,999
|
|
—
|
|
—
|
|
36,398
|
|
284,357
|
|
Sharon Fox(4)
|
15,696
|
—
|
|
—
|
|
—
|
|
—
|
|
2,304
|
|
18,000
|
|
Edmond Mesrobian
|
44,472
|
—
|
|
199,999
|
|
—
|
|
—
|
|
35,886
|
|
280,357
|
|
Hubert de Pesquidoux
|
56,680
|
—
|
|
199,999
|
|
—
|
|
—
|
|
37,678
|
|
294,357
|
|
Rachel Picard
|
242,700
|
—
|
|
—
|
|
—
|
|
—
|
|
104,014
|
|
346,714
|
|
James Warner
|
81,096
|
—
|
|
199,999
|
|
—
|
|
—
|
|
41,262
|
|
322,357
|
|
Marie Lalleman(5)
|
146,775
|
—
|
|
—
|
|
—
|
|
—
|
|
62,904
|
|
209,679
|
|
(1)
|
The cash portion of Ms. Balla’s remuneration for her service as a director was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.1416, €1.00 = $1.1123, €1.00 = $1.1115, €1.00 = $1.0982, €1.00 = $1.1128 and €1.00 = $1.1107, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration.
|
(2)
|
In accordance with French law, the acquisition of warrants by our directors is subject to the payment of a subscription price that must be at least equal to the fair market value of such warrants on the date of grant. The amounts reported in the Warrant Awards column reflect the subscription price of the warrants, which is equal to the aggregate grant date fair value of such warrants, computed in accordance with FASB ASC Topic 718 Compensation - Stock Compensation (“ASC Topic 718”). To account for the required subscription price, the independent directors received additional compensation from the Company equivalent in value to $200,000 as grossed up to account for withholding taxes and social contributions, and eligible to offset the subscription price for the warrants up to the amount shown. See “Independent Director Compensation” below. For information regarding the assumptions used in determining the fair value of a warrant, please refer to Note 20 of the Company’s Annual Report on Form 10-K as filed with the SEC on March 2, 2020.
All of our directors chose to subscribe for warrants in 2019 other than Ms. Picard and Ms. Lalleman, who elected to take the cash and invest an amount equal to the subscription price of the warrants they would have otherwise received in Criteo securities purchased on the open market and to hold such securities for a period of time mirroring the vesting of the warrants, i.e., a four-year period. The total number of shares purchased by Ms. Picard and Ms. Lalleman as a result were 9,610 and 6,250, respectively.
|
Name
|
|
Number of Warrants
|
|
Nathalie Balla
|
|
55,335
|
|
Sharon Fox
|
|
—
|
|
Edmond Mesrobian
|
|
62,245
|
|
Hubert de Pesquidoux
|
|
105,160
|
|
Rachel Picard
|
|
5,875
|
|
James Warner
|
|
122,410
|
|
Marie Lalleman
|
|
—
|
|
(3)
|
The amounts reported in the “All Other Compensation” column reflect gross-ups to the cash amounts paid to the directors on account of withholding taxes in the total amount of $7,040 for Ms. Balla, $2,304 for Ms. Fox, $6,528 for Mr. Mesrobian, $8,320 for Mr. de Pesquidoux, $44,379 for Ms. Picard, $11,904 for Mr. Warner and $26,839 for Ms. Lalleman, and gross-ups in respect of social contributions in the amount of $59,635 for Ms. Picard and $36,065 for Ms. Lalleman. In addition, the “All Other Compensation” column reflects Company-paid taxes in respect of the subscription price of the warrants in the total amount of $29,358 for each of Ms. Balla, Mr. Mesrobian, Mr. de Pesquidoux and Mr. Warner. No such taxes were paid by the Company on behalf of Ms. Picard and of Ms. Lalleman for 2019 because they did not subscribe for warrants. See “-Independent Director Compensation” below for a discussion of the warrants granted to non-employee members of our board of directors in 2019.
|
(4)
|
Ms. Fox resigned from our board of directors effective April 25, 2019.
|
(5)
|
Ms. Lalleman joined our board of directors effective April 26, 2019.
|
Megan Clarken
|
|
Chief Executive Officer (principal executive officer)
|
Jean-Baptiste Rudelle
|
|
Former Chief Executive Officer
|
Benoit Fouilland
|
|
Chief Financial Officer (principal financial officer)
|
Ryan Damon
|
|
General Counsel & Corporate Secretary
|
Mary Spilman
|
|
Former Chief Operating Officer
|
Dan Teodosiu
|
|
Former Chief Technology Officer
|
____________________________________
1 Driving Awareness for an advertiser means exposing its brand name to consumers who have not been in touch with the advertiser before, thereby creating brand awareness from such consumers. Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services. Driving Conversion for an advertiser's products or services means triggering a purchase by consumers who have already engaged with this advertiser's products or services in the past. |
•
|
Revenue declined 2%, or increased 1% at constant currency, from $2,300 million in 2018 to $2,262 million in 2019;
|
•
|
Revenue excluding traffic acquisition costs, which we refer to as Revenue ex-TAC, which is a non-GAAP financial measure, decreased 2%, or increased 0.3% at constant currency, from $966 million in 2018 to $947 million in 2019;
|
•
|
Net income was $96 million in 2019, flat compared to the prior year; and
|
•
|
Adjusted EBITDA, which is a non-GAAP financial measure, decreased 7%, or 3% at constant currency, from $321 million in 2018 to $299 million in 2019.
|
•
|
We added 828 net new clients, ending the year with more than 20,200 clients globally, a 4% increase year-over-year, while maintaining an average client retention rate of approximately 90%2 over the past three years;
|
•
|
New solutions, which include all solutions outside of retargeting, grew 54% year-over-year to 12% of total Revenue ex-TAC, including 16% in the fourth quarter of 2019;
|
•
|
Our retargeting business declined slightly, in particular with large customers;
|
•
|
At the end of 2019, 800 clients were already live with our Consideration products priced on cost-per-impression (or CPM) basis just one quarter after beta launch in the third quarter of 2019; and
|
•
|
Our direct header-bidding technology connects to over 4,500 publishers across Web and App.
|
___________________________
|
2 Average client retention rate is measured on a quarterly basis.
|
•
|
We continue to maintain rigorous short- and long-term incentive compensation programs for our executive officers to ensure fair ongoing pay-for-performance outcomes and strong alignment with our shareholders:
|
◦
|
We paid annual incentive bonuses to our named executive officers with funding at 79.4% of target (with the exception of Megan Clarken, whose bonus was granted at 100% of target, prorated for the period from November 25, 2019 through the end of the fiscal year in accordance with her management agreement), reflecting the rigor of our incentive compensation program and its strenuous Company performance targets, despite high overall achievement of our executives’ individual goals, as described below under the heading “—Elements of Executive Compensation Program—Annual Incentive Bonus”;
|
◦
|
50% of the performance stock units (“PSUs”) granted to certain of our named executive officers in 2019 were earned, as we met the target of our Free Cash Flow performance goals but did not meet the threshold for our Gross Revenue performance goals for 2019. As a result, target PSU awards with a total grant date fair value of $1,806,299.30 to our named executive officers in 2019 were forfeited;
|
◦
|
The PSUs and restricted stock units (“RSUs”) granted in 2019 to Mary Spilman, our former Chief Operating Officer, and Dan Teodosiu, our former Chief Technology Officer, were forfeited when they left the Company; and
|
◦
|
The stock options granted to Megan Clarken in 2019 will only deliver realizable value over time if our stock price appreciates from the date of grant. The exercise price of Ms. Clarken’s stock options is €15.67 ($17.54 at a rate of €1.00 = $1.119574, which represents the average exchange rate for the year ended December 31, 2019).
|
◦
|
Ms. Clarken has not yet realized value from these grants. No other named executive officers received stock options in 2019.
|
•
|
We updated our compensation peer groups to maintain alignment with key attributes of the Company (including our industry, market capitalization and certain financial attributes, such as annual revenue and annual revenue growth), and to reflect the Company’s position in the market and determined executive compensation levels with reference, in part, to these reasonable comparator groups;
|
•
|
We continued the practice by which a majority of our executive officers’ target total direct compensation opportunity is paid in the form of long-term performance-based equity incentives, including PSUs, RSUs, and stock options, each of which vest over four years, and generally only provide realizable pay opportunities for executives with demonstrated growth in Company value over time or achievement of measurable, objective, pre-determined performance goals; and
|
•
|
We maintained performance targets for executive bonuses that give more importance to quantitative measures of Company performance over qualitative performance goals for our named executive officers, in order to align our executives’ interests even more closely with those of our shareholders.
|
What We Do
|
|
What We Don’t Do
|
• Clawback policy allows recoupment of incentive compensation paid to executive officers if our financial statements are the subject of a restatement or in the event of misconduct
• Performance-based equity incentives
• Performance-based annual incentive bonus
• Caps on performance-based cash and equity compensation
• Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external competitive market data when making compensation decisions
• Significant portion of executive compensation contingent upon corporate performance, which directly influences stockholder return
• Four-year equity award vesting periods, including a one-year performance period and a two-year initial vesting cliff for PSUs
• Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs
• Limited executive perquisites
• Independent compensation consultant engaged by our compensation committee
• Annual board and committee self-evaluations
• Established market practice chairman and Section 16 executive officer share ownership requirement guidelines (new for 2019)
|
|
• No “single-trigger” change of control benefits
• No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally
• No tax “gross-ups” for change of control benefits
• No employment agreements with executive officers that contain guaranteed salary increases or equity compensation
• No discounted stock options or option re-pricings without shareholder approval
• No payment or accrual of dividends on unvested stock option, PSU or RSU awards
|
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|
Shutterfly
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Cloudera
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MicroStrategy
|
Tableau Software
|
Cornerstone OnDemand
|
Nutanix
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Verint Systems
|
Endurance International
|
Pandora Media
|
Yelp
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Fair Isaac
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Zynga
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FireEye
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QAD
|
|
HubSpot
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RealPage
|
|
Auto Trader Group
|
Luxoft Holding
|
Talend S.A.
|
Cimpress N.V.
|
Playtech
|
Travelport Worldwide
|
Delivery Hero
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Rightmove
|
trivago
|
InterXion Holding N.V.
|
Scout24
|
|
Just Eat
|
Sophos Group
|
|
FORMER CEO
|
|
|
|
in thousands of U.S. dollars unless indicated otherwise
|
|
||
|
CRTO FY19 Target
|
U.S. Market Percentile
|
CRTO FY19 Realizable Pay
|
Base Salary
|
$555
|
50%
|
$555
|
Total Cash
|
$1,109
|
55%
|
$995
|
Equity Value
|
$8,146
|
75%
|
$5,425
|
Target Total Pay
|
$9,255
|
75%
|
$6,420
|
CFO
|
|
|
|
in thousands of U.S. dollars unless indicated otherwise
|
|
||
|
CRTO FY19 Target
|
U.S. Market Percentile
|
CRTO FY19 Realizable Pay
|
Base Salary
|
$448
|
50%
|
$448
|
Target Total Cash
|
$784
|
75%
|
$715
|
Equity Value
|
$3,806
|
>75%
|
$2,535
|
Target Total Pay
|
$4,590
|
>75%
|
$3,249
|
•
|
Base salary
|
•
|
Annual incentive bonus
|
•
|
Long-term incentive compensation
|
•
|
individual performance of the executive officer, as well as overall performance of the Company, during the prior year;
|
•
|
level of responsibility, including breadth, scope and complexity of the position;
|
•
|
years and level of experience and expertise and location of the executive officer;
|
•
|
internal review of the executive officer’s compensation relative to other executives to take into account internal fairness considerations; and
|
•
|
in the case of executive officers other than those holding the positions of chairman and Chief Executive Officer, the recommendations of the individuals holding the positions of chairman and Chief Executive Officer.
|
Name
|
|
Position(1)
|
|
2018 Base Salary (in local currency)
|
|
2019 Base Salary (in local currency)
|
|
2018 Base Salary
(in USD)(2)
|
|
2019 Base Salary at Constant Currency
(in USD)(2)
|
|
Rationale for Adjustment
|
||||||||
Megan Clarken
|
|
Chief Executive Officer
|
|
N/A
|
|
$650,000
|
|
|
N/A
|
|
|
$650,000
|
|
|
Ms. Clarken began serving as our Chief Executive Officer on November 25, 2019. The amounts shown reflect the compensation she would have received if she had served for the full year.
Ms. Clarken’s remuneration is solely for her role as Chief Executive Officer of Criteo Corp.
|
|||||
Jean-Baptiste Rudelle
|
|
Former Chief Executive Officer
|
|
€23,299 (services to Criteo S.A. as executive chairman, pro rated)
$27,290 (services to Criteo Corp. as executive chairman, pro rated)
€340,619 (services as Chief Executive Officer, pro rated)
|
|
€495,323
|
|
|
$457,087
|
|
|
$584,989
|
|
|
Until April 25, 2018, Mr. Rudelle served as executive chairman of the Company, which is reflected in the amounts shown in the table. In connection with Mr. Rudelle’s transition from executive chairman to Chief Executive Officer on April 25, 2018, his base salary was increased from $175,123 to €495,323 (or approximately $584,989) to reflect the change in role. Mr. Rudelle’s base salary was not increased from 2018 to 2019.
|
|||||
Benoit Fouilland
|
|
Chief Financial Officer
|
|
|
€350,000
|
|
|
|
€400,000
|
|
|
$
|
413,359
|
|
|
$
|
472,410
|
|
|
Base salary increase to recognize strong performance.
|
(i)
|
help attract and retain a high quality executive management team;
|
(ii)
|
increase management focus on challenging yet realistic goals intended to create value for shareholders;
|
(iii)
|
encourage management to work as a team to achieve the Company’s goals; and
|
(iv)
|
provide incentives for participants to achieve results that exceed Company goals.
|
|
|
|
|
|
|
|
|||||
Performance Measure
|
|
Weight
|
|
|
50%
|
|
100%
|
150%
|
200%
|
|
Actual
|
2019 Revenue ex-TAC growth at constant currency
|
|
40%
|
|
|
0%
|
|
5.4%
|
7.75%
|
≥10%
|
|
0.3%
|
2019 Adjusted EBITDA on an absolute and constant currency basis
|
|
40%
|
|
|
$237 million
|
|
$299 million
|
$335 million
|
≥$370 million
|
|
$293.7 million
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Bonus Target as % of Base Salary(1)
|
|
Quantitative Goals Achievement
(80%)
|
|
Qualitative Goals Achievement
(20%)
|
|
Funding Multiplier as % of Target
|
|
Actual Payout Amount(2)
|
|
Jean-Baptiste Rudelle
|
|
100%
|
|
74.3%
|
|
100%
|
|
79.44%
|
|
$470,505
|
|
Megan Clarken
|
|
100%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$65,890
|
|
Benoit Fouilland
|
|
75%
|
|
74.3%
|
|
100%
|
|
79.44%
|
|
$284,969
|
|
Ryan Damon
|
|
50%
|
|
74.3%
|
|
100%
|
|
79.44%
|
|
$164,838
|
|
Mary Spilman(3)
|
|
100%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Dan Teodosiu(3)
|
|
60%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Bonus targets as a percentage of base salary for the named executive officers did not change from 2018 to 2019.
|
|||||||||||
(2) Certain amounts have been converted from euros to U.S. dollars at a rate of €1.00 = $1.119574, which represents the average exchange rate for the year ended December 31, 2019.
|
|||||||||||
(3) Ms. Spilman and Mr. Teodosiu did not receive annual incentive payouts in respect of 2019.
|
•
|
each executive officer’s individual performance assessment, the results and contributions delivered during the year, as well as his or her anticipated potential future impact;
|
•
|
delivering equity values that are competitive, yet reasonable, when compared to the equity values delivered by the companies in our peer group to their executives with similar responsibility;
|
•
|
the size and vesting schedule of existing equity awards in order to maximize the long-term retentive power of additional awards;
|
•
|
the size of each executive officer’s total cash compensation opportunity;
|
•
|
the Company’s overall performance relative to corporate objectives; and
|
•
|
the Company’s overall equity pool for the year.
|
2019 Free Cash Flow
|
|
Percentage of PSUs Earned
|
$60 million
|
|
50% (Threshold)
|
$113 million
|
|
100% (Target)
|
•
|
the Company’s use of different types of compensation vehicles to provide a balance of short-term and long-term incentives with fixed and variable components;
|
•
|
the granting of equity-based awards that are earned based on performance (in the case of executive officers) and subject to time-based vesting, which aligns employee compensation with Company performance, encouraging participants to generate long-term appreciation in equity values;
|
•
|
the Company’s annual bonus determinations for each employee being tied to achievement of Company goals, which goals seek to promote retention on behalf of the Company and to create long-term value for our shareholders; and
|
•
|
the Company’s system of internal control over financial reporting and code of business conduct and ethics, which among other things, reduce the likelihood of manipulation of the Company’s financial performance to enhance payments under any of its incentive plans.
|
Name and Principal Position (1)
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)(7)(8)
|
|
Option
Awards
($)(7)
|
|
Non-Equity
Incentive Plan Compensation
($)(9)
|
|
All Other
Compensation
($)(10)
|
|
Total
($)
|
|||||||
Jean-Baptiste Rudelle (2)
|
|
2019
|
|
554,551
|
|
|
—
|
|
|
8,136,029
|
|
|
—
|
|
|
440,536
|
|
|
111,575
|
|
|
9,242,691
|
|
Former Chief Executive Officer
|
|
2018
|
|
457,086
|
|
|
—
|
|
|
2,823,625
|
|
|
2,819,652
|
|
|
241,279
|
|
|
281,340
|
|
|
6,622,982
|
|
|
|
2017
|
|
62,468
|
|
|
—
|
|
|
245 352
|
|
|
248,844
|
|
|
51 099
|
|
|
75,612
|
|
|
683,375
|
|
Megan Clarken (3)
|
|
2019
|
|
65,890
|
|
|
300,000
|
|
|
2,514,156
|
|
|
2,429,699
|
|
|
65,890
|
|
|
75,000
|
|
|
5,450,635
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Benoit Fouilland
|
|
2019
|
|
447,830
|
|
|
—
|
|
|
3,801,406
|
|
|
—
|
|
|
266,817
|
|
|
12,405
|
|
|
4,528,458
|
|
Chief Financial Officer
|
|
2018
|
|
413,359
|
|
|
—
|
|
|
1,298,861
|
|
|
1,168,348
|
|
|
203,125
|
|
|
17,752
|
|
|
3,101,445
|
|
|
|
2017
|
|
387,207
|
|
|
—
|
|
|
1,128,620
|
|
|
1,144,683
|
|
|
237,552
|
|
|
14,617
|
|
|
2,912,679
|
|
Ryan Damon (4)
|
|
2019
|
|
415,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164,838
|
|
|
139,190
|
|
|
719,028
|
|
General Counsel
|
|
2018
|
|
173,959
|
|
|
100,000
|
|
|
531,500
|
|
|
534,950
|
|
|
48,291
|
|
|
—
|
|
|
1,388,700
|
|
Mary Spilman (5)
|
|
2019
|
|
262,438
|
|
|
—
|
|
|
3,801,406
|
|
|
—
|
|
|
—
|
|
|
10,481
|
|
|
4,074,326
|
|
Former Chief Operating Officer
|
|
2018
|
|
500,000
|
|
|
—
|
|
|
1,468,280
|
|
|
1,320,741
|
|
|
277,600
|
|
|
10,250
|
|
|
3,576,871
|
|
|
|
2017
|
|
480,000
|
|
|
—
|
|
|
883,268
|
|
|
895,839
|
|
|
416,640
|
|
|
10,650
|
|
|
2,686,397
|
|
Dan Teodosiu (6)
|
|
2019
|
|
280,522
|
|
|
—
|
|
|
2,849,924
|
|
|
—
|
|
|
—
|
|
|
909,765
|
|
|
4,040,211
|
|
Former Chief Technology Officer
|
|
2018
|
|
383,833
|
|
|
—
|
|
|
1,298,861
|
|
|
1,168,348
|
|
|
127,863
|
|
|
1,903
|
|
|
2,980,808
|
|
|
|
2017
|
|
352,923
|
|
|
—
|
|
|
981,409
|
|
|
995,376
|
|
|
179,567
|
|
|
565
|
|
|
2,509,840
|
|
(1)
|
All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars. Certain amounts payable to Messrs. Rudelle, Fouilland and Teodosiu were paid in euros. The average exchange rate used for the purpose of the Summary Compensation Table, and, unless otherwise noted, the supporting tables that follow, for the three years ended December 31, 2019, 2018 and 2017 is as follows:
|
(2)
|
From April 25, 2018 until November 25, 2019, Mr. Rudelle served as chairman and Chief Executive Officer of the Company. Mr. Rudelle ceased serving as our Chief Executive Officer on November 25, 2019. Mr. Rudelle received his base salary through December 31, 2019 until a new compensation arrangement was established in light of the change in his role.
|
(3)
|
Ms. Clarken became our Chief Executive Officer on November 25, 2019. Ms. Clarken received a sign-on bonus equal to $300,000, and received a relocation allowance of $75,000 in connection with her relocation from New York, NY to Paris, France.
|
(4)
|
Mr. Damon first became a named executive officer of the Company in 2019. In 2018, Mr. Damon received a sign-on bonus equal to $100,000.
|
(5)
|
Ms. Spilman ceased serving as our Chief Operating Officer effective July 5, 2019.
|
(6)
|
Mr. Teodosiu ceased serving as our Chief Technology Officer effective September 30, 2019.
|
(7)
|
The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 20 of our Annual Report on Form 10-K as filed with the SEC on March 2, 2020. The amounts reported for 2017 and 2018 in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, for awards granted in 2017 and 2018, please refer to Note 18 of our Annual Report on Form 10-K as filed with the SEC on March 1, 2018, and Note 19 of our Annual Report on Form 10-K as filed with the SEC on March 1, 2019, respectively.
|
(8)
|
The amounts reported in the “Stock Awards” column represent the grant date fair value of the 2017, 2018 and 2019 PSU awards at target, which also reflects the maximum award.
|
(9)
|
The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amount of the cash incentive bonus earned by our named executive officers for performance for the three years ended December 31, 2019, 2018 and 2017 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program—Annual Incentive Bonus” for a discussion of the annual cash incentives earned by each named executive officer in respect of 2019.
|
(10)
|
The amounts reported in the “All Other Compensation” column for 2019 include unemployment insurance premiums and tax preparation and planning services for Mr. Rudelle and the benefits set forth in the table below. The incremental cost to the Company is based on premiums paid, amounts reimbursed by the Company to the executive and the cost to the Company of mobility benefits and severance-related payments.
|
Named Executive Officer
|
Unemployment Insurance Premiums
($)(a)
|
Life Insurance and Disability Benefit Plan Contributions
($)(b)
|
Defined Contribution Plan Contributions
($)(c)
|
Tax Reimbursements
($)(d)
|
Tax Preparation and Planning Services
($)(e)
|
Mobility Benefits
($)(f)
|
Relocation Allowance
($)(g)
|
Severance Payments
($)(h)
|
Jean-Baptiste Rudelle
|
33,723
|
—
|
—
|
—
|
77,852
|
—
|
—
|
—
|
Megan Clarken
|
—
|
—
|
—
|
—
|
—
|
—
|
75,000
|
—
|
Benoit Fouilland
|
—
|
6,932
|
—
|
5,473
|
—
|
—
|
—
|
—
|
Ryan Damon
|
—
|
—
|
6,095
|
53,399
|
—
|
79,697
|
—
|
—
|
Mary Spilman
|
—
|
—
|
10,481
|
—
|
—
|
—
|
—
|
—
|
Dan Teodosiu
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
909,765
|
(a)
|
As the chairman and former Chief Executive Officer of the Company, Mr. Rudelle was not entitled to receive state-provided unemployment benefits in the event of termination pursuant to French law. The amount listed in this column represents the cost to us of the premium payments in respect of the unemployment insurance policy obtained by us on Mr. Rudelle’s behalf to provide similar benefits to the state-provided unemployment benefits that Mr. Rudelle would have otherwise been eligible to receive, were he not the executive chairman or Chief Executive Officer, as applicable, in the event of a termination of his employment and $15,721.76 in social charges remitted to France by us pursuant to French law. See “—Potential Payments upon Termination or Change of Control” for a discussion of the severance benefits payable to Mr. Rudelle upon termination of employment.
|
(b)
|
Represents the cost to us in respect of Mr. Fouilland’s life insurance and disability plan, which consists of premium cost.
|
(c)
|
Represents the cost to us of our employer contributions to the 401(k) plan accounts of Mr. Damon and Ms. Spilman, who were the only eligible named executive officers who elected to participate in our 401(k) plan.
|
(d)
|
Represents Company-paid taxes in respect of Mr. Fouilland’s health and disability plan, and in respect of Mr. Damon’s taxable mobility benefits, respectively.
|
(e)
|
Represents the costs to us of tax preparation and planning services provided to Mr. Rudelle. We cover these costs to Mr. Rudelle due to the complex nature of his taxes, resulting in part from Mr. Rudelle’s relocation to multiple different countries as Criteo expanded in past years and due to the heavy equity component of Mr. Rudelle’s remuneration.
|
(f)
|
Represents mobility benefits paid by us to Mr. Damon. Mobility benefits include certain benefits that are available to international assignees in France.
|
(g)
|
Represents a $75,000 relocation allowance paid by us to Ms. Clarken in connection with her relocation from New York, NY to Paris, France.
|
(h)
|
Represents (i) $479,457 in severance paid to Mr. Teodosiu in connection with his termination with the Company, (ii) a $206,393 mutual agreement indemnity in settlement of all outstanding claims relating to the termination of Mr. Teodosiu with the Company and (iii) a retention bonus equal to $223,915.
|
Name
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1) |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
|
|
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
|
All Other Option Awards: Number of Securities Underlying Options
(#)(4)
|
|
Exercise or Base Price of Option Awards
($/Sh)(4)
|
|
Closing Price on Date of Grant
($/Sh)(4)
|
|
Grant
Date Fair Value of Stock and Option Awards ($)(5) |
||||||||||||||||||||
|
Grant
Date |
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||||||||||
Jean-Baptiste Rudelle
|
|
—
|
|
|
—
|
|
|
554,551
|
|
|
1,109,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,865
|
|
|
111,458
|
|
|
111,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,459,195
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,675,835
|
|
Megan Clarken(6)
|
|
—
|
|
|
—
|
|
|
65,890
|
|
|
131,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/11/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375,467
|
|
|
17.54
|
|
|
17.54
|
|
|
2,429,699
|
|
|
|
12/11/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,308
|
|
|
—
|
|
|
—
|
|
|
17.54
|
|
|
2,514,156
|
|
Benoit Fouilland
|
|
—
|
|
|
—
|
|
|
335,872
|
|
|
671,744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,021
|
|
|
52,083
|
|
|
52,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,149,152
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,652,253
|
|
Ryan Damon
|
|
—
|
|
|
—
|
|
|
207,500
|
|
|
415,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mary Spilman
|
|
—
|
|
|
—
|
|
|
261,402
|
|
|
522,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,021
|
|
|
52,083
|
|
|
52,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,149,152
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,652,253
|
|
Dan Teodosiu
|
|
—
|
|
|
—
|
|
|
154,703
|
|
|
309,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,417
|
|
|
41,667
|
|
|
41,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
919,335
|
|
|
|
4/24/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,930,588
|
|
(1)
|
The amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent each named executive officer’s annual cash incentive that could have been earned in respect of the annual cash incentive established in 2019 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program—Annual Incentive Bonus” for a discussion of the annual cash incentives earned by each named executive officer for 2019.
|
(2)
|
On April 25, 2019, the named executive officers (other than Ms. Clarken and Mr. Damon) received a grant of PSUs under the Amended and Restated 2015 Performance-Based RSU Plan. Since the 2019 Revenue ex-TAC performance threshold was achieved but the target was not achieved, 50% of the PSUs were earned. Ms. Spilman and Mr. Teodosiu each forfeited their PSUs when their respective employment with the Company was terminated. See “Executive Compensation–Compensation Discussion and Analysis—Elements of Executive Compensation Program—Long-Term Incentive Compensation” for a discussion of the terms of the PSUs granted in 2019.
|
(3)
|
On April 25, 2019, the named executive officers (other than Ms. Clarken and Mr. Damon) received a grant of RSUs under the Amended and Restated 2015 Time-Based RSU Plan, 70% of which will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each year during the two-year period thereafter. On December 11, 2019, Ms. Clarken received a grant of RSUs, 50% of which will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each year during the two-year period thereafter. Ms. Spilman and Mr. Teodosiu each forfeited their RSUs when their respective employment with the Company was terminated. See “Executive Compensation-Compensation Discussion and Analysis-Elements of Executive Compensation Program-Long-Term Incentive Compensation” for a discussion of the terms of the RSUs granted in 2019.
|
(4)
|
Ms. Clarken received a grant of stock options under the 2016 Stock Option Plan on December 11, 2019, as described in “Executive Compensation–Compensation Discussion and Analysis—Elements of Executive Compensation Program—Long-Term Incentive Compensation.” 25% of the stock options will vest on the first anniversary of the date of grant and the remainder will vest in 16 equal quarterly installments thereafter, based on continued employment. Pursuant to our 2016 Stock Option Plan, the exercise price of a stock option is set at the higher of (i) the closing price on the day prior to the grant date, and (ii) 95% of the average closing price during the 20 trading days prior to the grant date. This pricing formula may result in an exercise price that is greater than or less than the closing price on the date of grant. The column titled “Closing Price on the Date of Grant” is provided pursuant to SEC disclosure requirements, where the exercise price of a stock option is less than the closing price of the underlying stock on the date of grant.
|
(5)
|
Represents the grant date fair value, measured in accordance with ASC Topic 718, of stock option awards, PSU awards and RSU awards made in 2019. Grant date fair values are calculated pursuant to assumptions set forth in Note 20 of our Annual Report on Form 10-K as filed with the SEC on March 2, 2020.
|
(6)
|
The annual bonus granted to Ms. Clarken was prorated at target for her period of service during 2019, as shown in the Summary Compensation Table.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of
Securities Underlying Unexercised Options Exercisable
(#)
|
|
Number of
Securities Underlying Unexercised Options Unexercisable
(#)(1)
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option
Exercise Price ($)(3) |
|
Option
Expiration Date |
|
Number
of Shares or Units of Stock That Have Not Vested (#)(1) |
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)(6)
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(7) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6)(2) |
||||||||||
Jean-Baptiste Rudelle
|
|
4/30/12
|
|
|
77,773
|
|
|
—
|
|
|
—
|
|
|
7.87
|
|
|
4/30/22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
07/30/14
|
|
|
329,281
|
|
|
—
|
|
|
—
|
|
|
30.82
|
|
|
07/30/24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10/29/15
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
39.00
|
|
|
10/29/25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6/28/16
|
|
|
50,998
|
|
|
7,285 (2)
|
|
|
—
|
|
|
42.68
|
|
|
6/28/26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7/28/16
|
|
|
19,168
|
|
|
4,424 (2)
|
|
|
—
|
|
|
41.99
|
|
|
7/28/26
|
|
|
5,718 (4)
|
|
|
99,093
|
|
|
—
|
|
|
—
|
|
|
|
6/27/17
|
|
|
8,189
|
|
|
4,911 (2)
|
|
|
—
|
|
|
48.61
|
|
|
6/27/27
|
|
|
936 (4)
|
|
|
16,221
|
|
|
—
|
|
|
—
|
|
|
|
3/16/18
|
|
|
28,656
|
|
|
36,844 (2)
|
|
|
—
|
|
|
30.40
|
|
|
3/16/28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6/26/18
|
|
|
57,312
|
|
|
95,520 (2)
|
|
|
—
|
|
|
33.57
|
|
|
6/26/28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/25/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,291 (5)
|
|
|
4,458,853
|
|
|
111,458 (4)
|
|
|
1,931,567
|
|
Megan Clarken
|
|
12/11/19
|
|
|
—
|
|
|
375,467 (2)
|
|
|
—
|
|
|
17.54
|
|
|
12/11/19
|
|
|
143,308 (5)
|
|
|
2,483,528
|
|
|
—
|
|
|
—
|
|
Benoit Fouilland
|
|
3/20/12
|
|
|
100,221
|
|
|
—
|
|
|
—
|
|
|
7.82
|
|
|
3/20/22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/3/13
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
15.95
|
|
|
9/3/23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10/29/15
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
39.00
|
|
|
10/29/25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6/28/16
|
|
|
42,431
|
|
|
6,061 (2)
|
|
|
—
|
|
|
42.68
|
|
|
6/28/26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7/28/16
|
|
|
15,948
|
|
|
3,680 (2)
|
|
|
—
|
|
|
41.99
|
|
|
7/28/26
|
|
|
4,758 (4)
|
|
|
82,456
|
|
|
—
|
|
|
—
|
|
|
|
6/27/17
|
|
|
37,664
|
|
|
22,596 (2)
|
|
|
—
|
|
|
48.61
|
|
|
6/27/27
|
|
|
4,312 (4)
|
|
|
74,727
|
|
|
—
|
|
|
—
|
|
|
|
3/16/18
|
|
|
43,940
|
|
|
56,493 (2)
|
|
|
—
|
|
|
30.40
|
|
|
3/16/28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4/25/19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,208 (5)
|
|
|
2,083,205
|
|
|
52,083 (4)
|
|
|
902,598
|
|
Ryan Damon
|
|
10/25/18
|
|
|
16,375
|
|
|
49,125 (2)
|
|
|
—
|
|
|
20.48
|
|
|
10/25/28
|
|
|
25,000 (4)
|
|
|
433,250
|
|
|
—
|
|
|
—
|
|
Mary Spilman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dan Teodosiu
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Refer to “—Potential Payments upon Termination or Change of Control” below for circumstances under which the terms of the vesting of equity awards would be accelerated.
|
(2)
|
The stock options will generally vest as to 25% of the grant on the first anniversary of the date of grant and in 16 equal quarterly installments thereafter, based on continued employment.
|
(3)
|
The applicable exchange rate for the exercise price of the stock option and employee warrant awards shown in the Outstanding Equity Awards at Fiscal Year End table are as follows:
|
Date
|
|
Euro to U.S. Dollar Conversion Rate
|
12/11/19
|
|
1.1077
|
10/25/18
|
|
1.1389
|
6/26/18
|
|
1.1700
|
3/16/18
|
|
1.12340
|
6/27/17
|
|
1.1294
|
7/28/16
|
|
1.0991
|
6/28/16
|
|
1.0998
|
10/29/15
|
|
1.1086
|
1/29/15
|
|
1.1343
|
7/30/14
|
|
1.3429
|
9/3/13
|
|
1.3207
|
4/18/13
|
|
1.3129
|
2/7/13
|
|
1.3528
|
10/25/12
|
|
1.2942
|
4/30/12
|
|
1.3229
|
3/20/12
|
|
1.3150
|
(4)
|
The PSUs will generally vest as to 50% of the earned amount on the second anniversary of the date of grant and in eight equal quarterly installments thereafter, based on continued employment.
|
(5)
|
The RSUs will generally vest as to 70% on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each year during the two-year period thereafter.
|
(6)
|
Determined with reference to $17.33, the closing price of an ADS on December 31, 2019.
|
(7)
|
Reflects the total amount of PSUs granted to our named executive officers. Because the 2019 Revenue ex-TAC performance threshold was met but the target was not met (as determined by the board of directors), 50% of the PSUs granted to our executives were earned. Ms. Spilman and Mr. Teodosiu forfeited their 2019 PSUs when their respective employments with the Company terminated. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation Program—Long-Term Incentive Compensation” for a discussion of the terms of the PSUs granted in 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares
Acquired on Exercise (#) |
|
Value Realized on
Exercise
($)
|
|
Number of Shares
Acquired on Vesting (#) |
|
Value Realized on
Vesting ($) |
Jean-Baptiste Rudelle
|
|
—
|
|
—
|
|
20,693
|
|
435,706
|
Megan Clarken
|
|
—
|
|
—
|
|
—
|
|
—
|
Benoit Fouilland
|
|
—
|
|
—
|
|
19,806
|
|
392,429
|
Ryan Damon
|
|
—
|
|
—
|
|
—
|
|
—
|
Mary Spilman
|
|
—
|
|
—
|
|
7,245
|
|
140,621
|
Dan Teodosiu
|
|
3,000
|
|
26,530
|
|
12,097
|
|
236,293
|
POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL
|
|||||||||||||||||||
|
Termination Without Cause
|
Termination Without Cause or Resignation by the Executive With Change of Control
|
|||||||||||||||||
Name
|
Severance Pay
($)
|
Accelerated Vesting of Equity Awards ($)
|
Non-Compete Payments
($)(1)
|
Continued Insurance Coverage
($)(2)
|
Total
($)
|
Severance Pay
($)
|
Accelerated Vesting of Equity Awards ($)(3)
|
Non-Compete Payments
($)(1)
|
Continued Insurance Coverage
($)(2)
|
Total
($)
|
|||||||||
Jean-Baptiste Rudelle
|
554,551
|
|
—
|
|
—
|
|
—
|
|
554,551
|
277,275
|
|
115,314
|
|
—
|
|
—
|
|
392,589
|
|
Megan Clarken
|
1,350,000
|
|
620,882
|
|
—
|
|
19,283
|
|
1,990,165
|
1,350,000
|
|
—
|
|
—
|
|
19,283
|
|
1,369,283
|
|
Benoit Fouilland
|
783,702
|
|
—
|
|
147,784
|
|
—
|
|
931,486
|
783,702
|
|
157,183
|
|
147,784
|
|
—
|
|
1,088,669
|
|
Ryan Damon
|
311,250
|
|
—
|
|
—
|
|
27,944
|
|
339,194
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.
|
Assumes we did not elect to waive the competitive restrictions in the relevant non-compete clause.
|
2.
|
Amount shown is an estimate based on the monthly cost of life and disability insurance and health insurance coverage as of the end of 2019.
|
3.
|
The value shown includes the value of equity awards held by the executive that would become vested under the applicable circumstances. The value of stock options and employee warrants, to the extent applicable, is based on the excess, if any, of $17.33, the closing price of an ADS on December 31, 2019, over the exercise price of such options or warrants, multiplied by the number of unvested stock options or employee warrants held by the executive that would become vested under the applicable circumstances. For 2019, the value of such stock options held by Messrs. Rudelle and Fouilland, and Ms. Clarken, is $0, because $17.33, the closing price of an ADS on December 31, 2019, is less than the exercise price of the unvested stock options that would become vested under the applicable circumstances. The exchange rate used to convert the exercise price of the options or warrants from euros into U.S. dollars is 1.119574. The amount shown represents the value of the equity awards that would vest upon a change of control under the additional assumption that outstanding equity awards are not assumed or substituted in the change of control transaction, as described above in the “Potential Payments Upon Termination or Change of Control—Treatment Under Equity Plans” narrative.
|
Plan Category
|
|
Securities to Be Issued Upon Exercise of Outstanding Options, Warrants or Rights
|
|
Weighted Average Exercise Price per Share(1)
|
|
Securities Available for Future Issuance(3)
|
|
Equity compensation plans approved by security holders
|
|
7,902,288
|
|
|
$27.00(2)
|
|
2,513,566
|
Equity compensation plans not approved by security holders
|
|
0
|
|
|
0
|
|
0
|
Total
|
|
7,902,288
|
|
|
$27.00(2)
|
|
2,513,566
|
(1) The weighted-average exercise price does not reflect the Ordinary Shares that will be issued in connection with the vesting of RSUs or PSUs, since RSUs and PSUs have no exercise price.
|
|||||||
(2) The weighted-average exercise price was €24.12 and has been converted to U.S. dollars based on the average exchange rate for the year ended December 31, 2019 of €1.00=$1.119574.
|
|||||||
(3) The number of securities available for future issuance under all equity compensation plans maintained by us (each type of plan, as described in detail below), represents full-value awards applying our Fungible Share Ratio of 1.57 under the 2015 Time-Based RSU Plan and the 2015 Performance-Based RSU Plan, and is equivalent to 3,946,299 stock option awards under the 2016 Stock Option Plan.
|
•
|
each beneficial owner of more than 5% of our outstanding Ordinary Shares;
|
•
|
each of our directors, director nominees and named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2019
|
||||
|
(in thousands)
|
||||||
Audit Fees(1)
|
$
|
2,681
|
|
|
$
|
2,489
|
|
|
|
|
|
|
|
||
Audit-Related Fees
|
$
|
35
|
|
|
$
|
34
|
|
|
|
|
|
|
|
||
Tax Fees
|
$
|
15
|
|
|
$
|
65
|
|
|
|
|
|
|
|
||
Other Fees
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||
Total
|
$
|
2,731
|
|
|
$
|
2,592
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
|
|
Description
|
Schedule/ Form
|
|
File Number
|
|
Exhibit
|
|
File Date
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
|
|
|
|
|
|
#
|
Filed herewith.
|
|
CRITEO S.A.
|
|
|
|
|
April 27, 2020
|
By:
|
/s/ Megan Clarken
|
|
|
Megan Clarken
|
|
|
Chief Executive Officer
|
1 Year Criteo Chart |
1 Month Criteo Chart |
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