0001576427-18-000022.txt : 20180406 0001576427-18-000022.hdr.sgml : 20180406 20180406171942 ACCESSION NUMBER: 0001576427-18-000022 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180406 DATE AS OF CHANGE: 20180406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Criteo S.A. CENTRAL INDEX KEY: 0001576427 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36153 FILM NUMBER: 18743993 BUSINESS ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33140402290 MAIL ADDRESS: STREET 1: 32 RUE BLANCHE CITY: PARIS STATE: I0 ZIP: 75009 PRE 14A 1 preliminaryproxy2018.htm PRE 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
o
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a‑12
Criteo S.A.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 






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To Our Shareholders:
What:
Our 2018 Annual Combined General Meeting of Shareholders (the “Annual General Meeting”)
When:
June 27, 2018 at 2:00 p.m., local time
Where:
32, Rue Blanche, 75009, Paris, France
Why:
At this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will be asked to:
 
Within the authority of the Ordinary Shareholders’ Meeting:
 
1.
Renew the term of office of Mr. Jean-Baptiste Rudelle as Director;
 
2.
Renew the term of office of Mr. Eric Eichmann as Director;
 
3.
Renew the term of office of Ms. Sharon Fox Spielman as Director;
 
4.
Renew the term of office of Mr. Edmond Mesrobian as Director;
 
5.
Renew the term of office of Mr. James Warner as Director;
 
6.
Approve, on a non-binding advisory basis, the compensation for the named executive officers of the Company;
 
7.
Approve the statutory financial statements for the fiscal year ended December 31, 2017;
 
8.
Approve the consolidated financial statements for the fiscal year ended December 31, 2017;
 
9.
Approve the discharge (quitus) of the members of the board of directors and the statutory auditors for the performance of their duties for the fiscal year ended December 31, 2017;
 
10.
Approve the allocation of profits for the fiscal year ended December 31, 2017;
 
11.
Approve the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code;
 
12.
Renew the term of office of RBB Business Advisors (previously named Rouer, Bernard, Bretout) as statutory auditor;
 
13.
Delegate authority to the board of directors to execute a buyback of Company stock in accordance with Article L. 225-209-2 of the French Commercial Code;
 
Within the authority of the Extraordinary Shareholders’ Meeting:
 
14.
Delegate authority to the Board of Directors to reduce the Company’s share capital by cancelling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code;
 
15.
Delegate authority to the board of directors to issue and grant non-employee warrants (bons de souscription d’actions) for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights;
 
16.
Approve the overall limits on the number of ordinary shares to be issued pursuant to resolution 15 (authorization to grant options to purchase or to subscribe shares), resolution 16 (authorization to grant time-based free shares/restricted stock units to employees of the Company and of its subsidiaries) and resolution 17 (authorization to grant performance-based free shares/restricted stock units to executives and certain employees of the Company and its subsidiaries) adopted by the Annual General Meeting of Shareholders held on June 28, 2017 and Resolution 15 above;
 
17.
Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, through a public offering, without shareholders’ preferential subscription rights;
 
18.
Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, in the context of a private placement, without shareholders’ preferential subscription rights;
 
19.
Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, while preserving shareholders’ preferential subscription rights;
 
20.
Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights;






 
21.
Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase pursuant to the delegations in Resolutions 17 to 20 above, with or without shareholders’ preferential subscription rights;
 
22.
Approve the overall limits on the amount of Ordinary Shares to be issued pursuant to the delegations in Resolutions 17 to 21 above and Resolution 23 below;
 
23.
Delegate authority to the board of directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise); and
 
24.
Transact such other business as may properly come before the Annual General Meeting or any adjournment or postponement thereof.
We intend that this notice of the Annual General Meeting and accompanying proxy materials will first be made available to you, as a holder of record of Criteo S.A. ordinary shares as of April 27, 2018, on or about April 27, 2018. The Bank of New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of American Depositary Shares, each of which represents one ordinary share of the Company (“ADSs”).
If you are a holder of ordinary shares at 12:00 a.m., Paris time, on June 25, 2018, you will be eligible to vote at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. If you vote in advance of the Annual General Meeting by submitting your proxy card, you will not be able to change your vote and you will not be able to vote in person at the meeting.
If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of ordinary shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as April 24, 2018. If you wish to have your votes cast at the meeting, you must obtain, complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank or other nominee in accordance with any instructions provided therefrom.
Your vote is important. Please read the proxy statement and the accompanying materials. Whether or not you plan to attend the Annual General Meeting in person, and no matter how many ordinary shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.

By order of the Board of Directors

Jean-Baptiste Rudelle
Executive Chairman
Paris, France








TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
 





PRELIMINARY PROXY STATEMENT DATED APRIL 6, 2018 - SUBJECT TO COMPLETION
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Criteo S.A.
32, Rue Blanche
75009 Paris – France
 
PROXY STATEMENT
 
FOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS
To Be Held on June 27, 2018
 

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 27, 2018:

The proxy statement and annual report are available at
http://criteo.investorroom.com/annuals
 

This proxy statement is being furnished to you by the board of directors of Criteo S.A. (the “Company,” “Criteo,” “our,” “us,” or “we”) to solicit your proxy to vote your ordinary shares at our 2018 Annual General Meeting of Shareholders (the “Annual General Meeting”). The Annual General Meeting will be held on June 27, 2018 at 2:00 p.m., local time, at 32, Rue Blanche, 75009, Paris, France. This proxy statement and the accompanying proxy card will be first made available on or about April 27, 2018 to holders of our ordinary shares, nominal value €0.025 per share (“Ordinary Shares”), as of April 27, 2018. The Bank of New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share (“ADSs”).






QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Who is entitled to vote at the Annual General Meeting?
As of March 31, 2018, 66,248,351 Ordinary Shares were outstanding, of which 65,155,680 were represented by ADSs.
Holders of record of Ordinary Shares at 12:00 a.m., Paris time, on June 25, 2018 will be eligible to vote at the Annual General Meeting. A holder of ADSs registered in such holder’s name on the books of the Depositary (a “registered holder of ADSs”) may instruct the Depositary to vote the Ordinary Shares underlying its ADSs, so long as the Depositary receives such holder’s voting instructions by 5:00 p.m., Eastern Time, on June 19, 2018. A holder of ADSs held through a brokerage, bank or other account (a “beneficial holder of ADSs”) should follow the instructions that its broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting at April 24, 2018.
What matters will be voted on at the Annual General Meeting?
There are 23 resolutions scheduled to be considered and voted on at the Annual General Meeting:
Within the authority of the Ordinary Shareholders’ Meeting
1.
Renew the term of office of Mr. Jean-Baptiste Rudelle as Director;
2.
Renew the term of office of Mr. Eric Eichmann as Director;
3.
Renew the term of office of Ms. Sharon Fox Spielman as Director;
4.
Renew the term of office of Mr. Edmond Mesrobian as Director;
5.
Renew the term of office of Mr. James Warner as Director;
6.
Approve, on a non-binding advisory basis, the compensation for the named executive officers of the Company;
7.
Approve the statutory financial statements for the fiscal year ended December 31, 2017;
8.
Approve the consolidated financial statements for the fiscal year ended December 31, 2017;
9.
Approve the discharge (quitus) of the members of the board of directors and the statutory auditors for the performance of their duties for the fiscal year ended December 31, 2017;
10.
Approve the allocation of profits for the fiscal year ended December 31, 2017;
11.
Approve the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code;
12.
Renew the term of office of RBB Business Advisors (previously named Rouer, Bernard, Bretout) as statutory auditor;
13.
Delegate authority to the board of directors to execute a buyback of Company stock in accordance with Article L. 225-209-2 of the French Commercial Code;
Within the authority of the Extraordinary Shareholders’ Meeting
14.
Delegate authority to the board of directors to reduce the Company’s share capital by cancelling shares as part of the authorization to the board of directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code;
15.
Delegate authority to the board of directors to issue and grant non-employee warrants (bons de souscription d’actions) for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights;

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16.
Approve the overall limits on the number of Ordinary Shares to be issued pursuant to resolution 15 (authorization to grant options to purchase or to subscribe shares), resolution 16 (authorization to grant time-based free shares/restricted stock units to employees of the Company and of its subsidiaries) and resolution 17 (authorization to grant performance-based free shares/restricted stock units to executives and certain employees of the Company and its subsidiaries) adopted by the Annual General Meeting of Shareholders held on June 28, 2017 and Resolution 15 above;
17.
Delegate authority to the board of directors to increase the Company’s share capital by issuing Ordinary Shares, or any securities granting access to the Company’s share capital, through a public offering, without shareholders’ preferential subscription rights;
18.
Delegate authority to the board of directors to increase the Company’s share capital by issuing Ordinary Shares, or any securities giving access to the Company’s share capital, in the context of a private placement, without shareholders’ preferential subscription rights;
19.
Delegate authority to the board of directors to increase the Company’s share capital by issuing Ordinary Shares, or any securities giving access to the Company’s share capital, while preserving shareholders’ preferential subscription rights;
20.
Delegate authority to the board of directors to increase the Company’s share capital by issuing Ordinary Shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights;
21.
Delegate authority to the board of directors to increase the number of securities to be issued as a result of a share capital increase pursuant to the delegations in Resolutions 17 to 20 above, with or without shareholders’ preferential subscription rights;
22.
Approve the overall limits on the amount of Ordinary Shares to be issued pursuant to the delegations in Resolutions 17 to 21 above and Resolution 23 below; and
23.
Delegate authority to the board of directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise).
We encourage you to read the English translation of the full text of the resolutions, which can be found in Annex A.
What are the board of directors’ voting recommendations?
The board of directors recommends that you vote “FOR” the nominees of the board of directors in Resolutions 1 to 5 and “FOR” each of Resolutions 6 to 23.
Why did I receive a “Notice of Internet Availability of Proxy Materials” but no other proxy materials?

We are distributing our proxy materials to holders of ADSs via the Internet under the “Notice and Access” approach permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”). This approach expedites shareholders’ receipt of proxy materials while conserving natural resources and reducing our distribution costs. We intend that on or about April 27, 2018, we will mail to holders of ADSs a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access and review the proxy materials and how to vote online. If you would prefer to receive printed copies of the proxy materials in the mail, please follow the instructions in the Notice of Internet Availability for requesting those materials.
If you hold ADSs, how do your rights differ from those who hold Ordinary Shares?
ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs the rights of holders of our Ordinary Shares. The deposit agreement among the Company, the Depositary and holders of ADSs, and all other persons directly and indirectly holding ADSs, sets out the rights of ADS holders as well as the rights and obligations of the Depositary. Each ADS represents one Ordinary Share (or a right to receive one Ordinary Share) deposited with the principal Paris office of BNP Paribas

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Securities Services as custodian for the Depositary under the deposit agreement or any successor custodian. Each ADS also represents any other securities, cash or other property which may be held by the Depositary in respect of the depositary facility. The Depositary is the holder of the Ordinary Shares underlying the ADSs. The Depositary’s corporate trust office at which the ADSs are administered is located at 101 Barclay Street, New York, New York, 10286. The Depositary’s principal executive office is located at 225 Liberty Street, New York, New York, 10286.
From whom will I receive proxy materials for the Annual General Meeting?
If you hold Ordinary Shares registered with our registrar, BNP Paribas Securities Services, you are considered the shareholder of record with respect to those Ordinary Shares and will receive these proxy materials directly from us.
If you hold ADSs in your own name registered on the books of the Depositary, you are considered the registered holder of the ADSs and will receive the Notice of Internet Availability and, if requested, other proxy materials from the Depositary. If you hold ADSs through a broker, bank or other nominee, you are considered the beneficial owner of the ADSs and you will receive the Notice of Internet Availability and, if requested, other proxy materials from your broker, bank or other nominee.
How can I vote my Ordinary Shares or ADSs?
If you hold Ordinary Shares, you have the right to (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, provided in each case that you are the holder of record of such Ordinary Shares at 12:00 a.m., Paris time, on June 25, 2018. You may vote in person at the Annual General Meeting so long as you do not submit your proxy card by mail or appoint a proxy in advance of the meeting. If you choose to submit your proxy card by mail, simply mark the enclosed proxy card in accordance with the instructions, date and sign, and return it. To be taken into account, your proxy card must be received by BNP Paribas Securities Services by June 23, 2018. If you cast your vote by appointing the chairman of the Annual General Meeting as your proxy, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the board of directors’ recommendations. If you appoint another shareholder, your spouse or your partner with whom you are in a civil union to act as your proxy, such proxy must be written and made known to the Company. The deadline for requesting a proxy card from BNP Paribas Securities Services is June 21, 2018.
If you are a holder of ADSs, you may give voting instructions to the Depositary or your broker, bank or other nominee, as applicable, with respect to the Ordinary Shares underlying your ADSs. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as April 24, 2018. If you held ADSs as of that date, you have the right to instruct the Depositary, if you held your ADSs directly, or the right to instruct your broker, bank or other nominee, if you held your ADSs through such intermediary, how to vote. So long as the Depositary receives your voting instructions by 5:00 p.m., Eastern Time, on June 19, 2018, it will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker, bank or other nominee, such intermediary will provide you instructions on how you may give voting instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker, bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.
As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the extent you provide the Depositary or your broker, bank or other nominee, as applicable, with voting instructions, the Depositary will vote the Ordinary Shares underlying your ADSs in accordance with your instructions.
You also may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering your ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the

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terms described in the deposit agreement. However, it is possible that you may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Annual General Meeting as a holder of record of Ordinary Shares. Holders of ADSs may incur additional costs associated with the surrender process.
How will my Ordinary Shares be voted if I do not vote?
If you hold Ordinary Shares and do not (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, your Ordinary Shares will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter.
If you hold Ordinary Shares and you vote by mail, your Ordinary Shares will be treated as abstentions (which will be treated as a vote “AGAINST”) on any matters with respect to which you did not make a selection.
If you hold Ordinary Shares and grant your voting proxy directly to the chairman of the Annual General Meeting without specifying how you wish to vote with respect to a particular matter, your Ordinary Shares will be voted in accordance with the board of directors’ recommendations.
How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank or other nominee?
If you are a registered holder of ADSs and do not provide voting instructions to the Depositary on how you would like the Ordinary Shares underlying your ADS to be voted on one or more matters or do not return your voting instruction form, pursuant to the terms of the deposit agreement, the Depositary will deem you to have instructed the Depositary to vote such Ordinary Shares on such uninstructed matters in accordance with the board of directors’ recommendations.
If you are a beneficial holder of ADSs and do not return your voting instruction form, your broker, bank or other nominee will not have discretionary authority to provide voting instructions to the Depositary on any such matter. Further, because such intermediaries are not permitted to exercise discretionary authority, there will be no broker non-votes with respect to any matter. Therefore, pursuant to the terms of the deposit agreement, the Depositary will deem you to have instructed the Depositary to vote the Ordinary Shares underlying such ADSs in accordance with the board of directors’ recommendations. If you are a beneficial holder of ADSs and return your voting instruction form but do not provide instructions on how you would like the Ordinary Shares underlying your ADSs to be voted with respect to a particular matter or all matters, the Ordinary Shares underlying your ADSs will be voted in accordance with the board of directors’ recommendations on all matters with respect to which you have not provided voting instructions.
How will my Ordinary Shares be voted if I grant my proxy to the chairman of the Annual General Meeting?
If you are a holder of Ordinary Shares and you grant your proxy to the chairman of the Annual General Meeting, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the board of directors’ recommendations. As a result, your Ordinary Shares would be voted “FOR” the nominees of the board of directors in Resolutions 1 to 5 and “FOR” each of Resolutions 6 to 23.
Could other matters be decided at the Annual General Meeting?
At this time, we are unaware of any matters, other than as set forth above and the possible submission of additional shareholder resolutions, as described under “Other Matters” elsewhere in this proxy statement, that may properly come before the Annual General Meeting.

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Holders of Ordinary Shares: To address the possibility of another matter being presented at the Annual Meeting, holders of Ordinary Shares who choose to vote by mail may use their proxy card to (i) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, (ii) abstain from voting (which will be treated as a vote “AGAINST”) on such matters, or (iii) grant a proxy to another shareholder, a spouse or a partner with whom the holder of Ordinary Shares is in a civil union to vote on such matters. If no instructions are given with respect to matters about which we are currently unaware, your Ordinary Shares will be voted “AGAINST” such matters.
If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the board of directors and a vote against adopting any other such undisclosed resolutions.
Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement.
Who may attend the Annual General Meeting?
Holders of record of Ordinary Shares as of 12:00 a.m., Paris time, on June 25, 2018 and ADS holders as of April 24, 2018, or their duly appointed proxies, may attend the Annual General Meeting. Holders of Ordinary Shares may request an admission card for the Annual General Meeting by checking the appropriate box on the proxy form, dating and signing it, and returning the proxy form by regular mail or may present evidence of their status as a shareholder at the Annual General Meeting as of 12:00 a.m., Paris time, on June 25, 2018.
Holders of ADSs may be asked to provide proof of ownership in order to be admitted to the Annual General Meeting, such as their most recent account statement or other similar evidence confirming their ownership as of the ADS record date.
Holders of Ordinary Shares or ADSs can obtain directions to the Annual General Meeting by contacting our Investor Relations Department by phone at +33 1 40 40 22 90 or by email at InvestorRelations@criteo.com.
Can I vote in person at the Annual General Meeting?
If you hold Ordinary Shares as of 12:00 a.m., Paris time, on June 25, 2018 you may vote in person at the Annual General Meeting unless you submit your proxy or voting instructions prior to the Annual General Meeting.
If you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs in person at the Annual General Meeting.
Can I change my vote?
If you hold Ordinary Shares and submit your proxy card to vote by mail or appoint a proxy in advance of the meeting, you will not be able to change your vote.
If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by the Depositary or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank or other nominee, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares underlying your ADSs.
What is an “abstention” and how would it affect the vote?

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With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. With respect to ADSs, an abstention occurs when a shareholder sends proxy instructions to the Depositary to abstain from voting regarding a particular matter.
An abstention by a holder of Ordinary Shares or by a holder of ADSs will be counted toward a quorum and will be treated as a vote “AGAINST” matters on which such holder has abstained.
What are the quorum requirements for the resolutions?
In deciding the resolutions that are scheduled for a vote at the Annual General Meeting, each shareholder as of the record date is entitled to one vote per Ordinary Share. Under our By-laws, in order to take action on the resolutions, a quorum, consisting of the holders of 33 1/3% of the Ordinary Shares entitled to vote, must be present in person or by proxy. Abstentions and ADSs for which no voting instructions have been provided are treated as Ordinary Shares that are present for purposes of determining the presence of a quorum. If a quorum is not present, the meeting will be adjourned.
What are the voting requirements for the resolutions?
The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee named in Resolutions 1 to 5 and for the approval of each matter described in Resolutions 6 to 13. Under French law, this means that the votes cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee and abstentions, and the votes cast “FOR” a resolution must exceed the aggregate of the votes cast “AGAINST” that resolution and abstentions. For approval of Resolutions 14 through 23, the affirmative vote of two-thirds of the total number of votes cast, including abstentions, is required.
Who will count the votes?
Representatives of BNP Paribas Securities Services will tabulate the votes and act as inspectors of election.
Who will conduct the proxy solicitation and how much will it cost?
We are soliciting proxies from shareholders on behalf of our board of directors and will pay for all costs incurred by it in connection with the solicitation. In addition to solicitation by mail, the directors, officers and employees of Criteo and its subsidiaries may solicit proxies from shareholders of the Company in person or by telephone, facsimile or email without additional compensation other than reimbursement for their actual expenses.
We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to assist us in the solicitation of proxies for the Annual General Meeting. Criteo will pay Innisfree a fee of approximately $50,000, as well as reimburse the firm for certain expenses and indemnify the firm against certain losses, costs and expenses.
We will make arrangements with the Depositary, brokers, banks and other nominees for the forwarding of solicitation material to the direct and indirect holders of ADSs, and we will reimburse the Depositary and such intermediaries for their related expenses.
Where can I find the documents referenced in this proxy statement?
The following documents are included in this proxy statement: (i) an English translation of the statutory financial statements of the Company for the fiscal year ended December 31, 2017 prepared in accordance with generally accepted accounting principles as applied to companies in France (“French GAAP”), (ii) an English translation of the consolidated financial statements of the Company for the fiscal year ended December 31, 2017 prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, and (iii) an English translation of the full text of the

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resolutions to be submitted to shareholders at the Annual General Meeting. This proxy statement will be accompanied by the Company’s Annual Report on Form 10-K, which includes the consolidated financial statements of the Company for the fiscal year ended December 31, 2017 prepared under generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The Company’s Annual Report on Form 10-K was filed with the SEC on March 1, 2018 and is available on our website at ir.criteo.com. In addition, once available, the Report of the Board of Directors and the Management Report will be posted on our website at ir.criteo.com and filed with the SEC. Information contained on, or that can be accessed through, any website referenced herein does not constitute a part of this proxy statement. Websites referenced herein are included solely as an inactive textual reference.
You may obtain additional information, which we make available in accordance with French law, by contacting the Company’s Investor Relations Department at Criteo S.A., 32, Rue Blanche, Paris, 75009 France, by telephone at +33 1 40 40 22 90 or by emailing InvestorRelations@criteo.com. Such additional information includes, but is not limited to, the statutory auditors’ reports and the report prepared by the independent expert appointed pursuant to the provisions of Article L. 225-209-2 of the French Commercial Code referenced in the resolutions described below.
Who can I contact if I have questions about voting my Ordinary Shares or ADSs or attending the Annual General Meeting?
If you have any questions about voting your Ordinary Shares or ADSs or attending the Annual General Meeting, please call our Legal Department, in the United States at (646) 410-0400 (extension 5376) and outside the United States at +33 (0)1 01 75 87 41 66, or our proxy solicitor, Innisfree, in the United States at (888) 750-5834 and outside the United States at +1 (412) 232-3651.

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BOARD OF DIRECTORS
Director and Director Nominee Biographies
Jean-Baptiste Rudelle, one of our founders, serves as our Executive Chairman, focused on the long-term strategic vision of the Company. Prior to January 2016, Mr. Rudelle served as our Chief Executive Officer and Chairman of the board of directors, having been a member of our board of directors since the creation of the Company. From 1999 to 2004, he founded and was the Chief Executive Officer of K-Mobile, a mobile content provider, which was acquired by AG Interactive, Inc., the online division of American Greetings Corporation, in June 2004, and he founded and has served as the Chief Executive Officer of LESS, a ride-sharing startup for commuters and other short-distance riders, since October 2016. Mr. Rudelle received a degree in Engineering from Ecole Supérieure d’Électricité (Supélec). The board of directors believes that Mr. Rudelle’s extensive knowledge of the Company as one of our founders and his industry experience with technology companies qualify him to serve on, and allow him to make valuable contributions to, the board of directors.
Nathalie Balla has served as a member of our board of directors since June 2017. Since June 2014, Ms. Balla has served as Co-Chairman and Chief Executive Officer of La Redoute and Relais Colis. Ms. Balla is also currently the General Manager of New R SAS, the sole shareholder of La Redoute. From 2009 to 2014, Ms. Balla served as Chief Executive Officer of La Redoute, a subsidiary of Redcats. Ms. Balla currently serves on the board of directors of Solocal Group SA. Ms. Balla has a Bachelor’s Degree from École supérieure de commerce (ESCP-EAP) of Paris and a PhD in Business Administration from Saint Gallen University. The board of directors believes that Ms. Balla’s extensive experience as an executive of an e-commerce company qualifies her to serve on, and will allow her to make valuable contributions to, the board of directors.
Eric Eichmann has served as our Chief Executive Officer since January 2016 and was appointed to our board of directors at the 2016 Annual General Meeting. Prior to that, he was our President and Chief Operating Officer from August 2014 to December 2015, our Chief Operating Officer from November 2013 to August 2014, and our Chief Revenue Officer from March 2013 to November 2013. From September 2010 to December 2012, Mr. Eichmann was the Chief Operating Officer of LivingSocial, Inc. and President of International at LivingSocial Limited. Mr. Eichmann received a Master in Management degree from the Kellogg Graduate School of Management, Northwestern University and a degree in Computer Engineering from the Swiss Federal Institute of Technology. The board of directors believes that Mr. Eichmann’s extensive knowledge of the Company as our Chief Executive Officer and from his prior positions of responsibility with the Company since joining in 2013, as well as his industry experience with technology companies, qualify him to serve on, and allow him to make valuable contributions to, the board of directors.
Edmond Mesrobian has served as a member of our board of directors since February 2017. Since June 2015, Mr. Mesrobian has served as Chief Technology Officer of Tesco PLC, a grocery and general merchandise retailer. From January 2011 to September 2014, Mr. Mesrobian served as Chief Technology Officer of Expedia, Inc., an online travel company. Mr. Mesrobian holds a B.S. degree in math and computer science, an M.Sc. degree in computer science and a Ph.D. in artificial intelligence and computer vision, all from University of California, Los Angeles. The board of directors believes that Mr. Mesrobian’s extensive experience as an executive of companies in the technology industry and his prior service on the board of directors of Apigee Corporation, an API platform that was acquired by Google Inc. in November 2016, qualify him to serve on, and allow him to make valuable contributions to, the board of directors.
Hubert de Pesquidoux has served as a member of our board of directors and chairman of the audit committee since October 2012. Mr. de Pesquidoux is currently Executive Partner at Siris Capital, a private equity firm focused on making control investments in data/telecom, technology and technology-enabled business service companies in North America, and Executive Chairman of both Premiere Global

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Services, Inc. and Mavenir Systems (formerly Xura, Inc.). Until 2009, Mr. de Pesquidoux spent more than 20 years in various roles as a senior executive of Alcatel-Lucent SA. His last position was Chief Financial Officer of Alcatel-Lucent and President of its Enterprise Business Group. Mr. de Pesquidoux served as chairman of the board for Tekelec from May 2011 to January 2012 and served on the board of directors of Mavenir Systems from January 2012 to February 2015. He is currently the chairman of the audit committee and member of the board of directors of Sequans Communications S.A. and Radisys Corporation and a member of the board of directors of Transaction Network Services. The board of directors believes that Mr. de Pesquidoux’s experience and knowledge in the high-tech industry, as well as his broad financial expertise, qualify him to serve on, and allow him to make valuable contributions to, the board of directors.
Rachel Picard has served as a member of our board of directors and as chairwoman of the nomination and corporate governance committee since June 2017. Since October 2014, Ms. Picard has been the Chief Executive Officer of Oui.sncf (formerly Voyages SNCF) at SNCF Group. Prior to that, Ms. Picard was the Chief Executive Officer of SNCF Gares & Connexions at SNCF Group from June 2012 to September 2014. From October 2010 to April 2012, Ms. Picard was with Thomas Cook Group, first as Deputy General Manager of Tour Operating and Marketing, and subsequently as Chief Executive Officer of Thomas Cook. Ms. Picard is currently a member of the board of directors of Compagnie des Alpes, a French public company. Ms. Picard was a member of the board of directors of Unibail Rodamco for a short period in 2012. Ms. Picard has a Master’s Degree from HEC Paris. The board of directors believes that Ms. Picard’s extensive experience in developing and transforming large business entities and managing digital companies qualifies her to serve on, and will allow her to make valuable contributions to, the board of directors.
Sharon Fox Spielman (hereinafter referred to as Sharon Fox) has served as a member of our board of directors since March 2016. Ms. Fox is currently the Chief Marketing Officer at Freshly. From September 2015 to April 2017, Ms. Fox was the Chief Marketing Officer at Melissa & Doug, where she led global brand development and brand building activities as well as eCommerce business development. From December 2014 to August 2015, Ms. Fox served as Senior Vice President, North America eCommerce of Ralph Lauren Corporation. From October 2011 to November 2014, Ms. Fox served as Senior Vice President, Retail Consumables and International Expansion of Quidsi, LLC, an Amazon Company, where she was responsible for Diapers.com, Wag.com and Soap.com, as well as their AutoShip and Easy Reorder product development. Ms. Fox received a Bachelor of Science degree in Industrial Operations Engineering from the University of Michigan and a Master of Business Administration from Harvard Business School. The board of directors believes that Ms. Fox’s experience in the omni-channel retail, brand and digital marketing industries qualifies her to serve on, and will allow her to make valuable contributions to, the board of directors.
James Warner has served as a member of our board of directors and as chairman of the compensation committee since February 2013, and as our lead independent director since December 2013. Since January 2009, he has been a Principal of Third Floor Enterprises, an advisory firm specializing in digital marketing and media. From January 2000 until December 2008, Mr. Warner served in various leadership roles at aQuantive Inc., including as Executive Vice President at Razorfish Inc. (formerly Avenue A), which was acquired by Microsoft Corporation in August 2007. Prior to aQuantive, he held leadership positions at HBO, CBS and Primedia. Mr. Warner is also a member of the board of directors for Talix, Inc. and Ansira, Inc. From 2011 to 2016, Mr. Warner served as a member of the board of directors of Merkle, Inc., and from 2012 to 2016, he served as a member of the board of directors of Zoom, Inc. From 2009 to 2015, Mr. Warner served as a member of the board of directors of Healthline Networks, Inc. From 2011 to 2012, Mr. Warner served as a member of the board of directors of MediaMind Technologies Inc. Mr. Warner received a Bachelor of Arts degree from Yale University and a Master in Business Administration from Harvard Business School. The board of directors believes that Mr. Warner’s experience in the consumer and digital marketing and media industries qualifies him to serve on, and allows him to make valuable contributions to, the board of directors.

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Family Relationships
There are no family relationships among any of our executive officers, directors or director nominees.
Board Leadership
Mr. Rudelle serves as the Executive Chairman of the board of directors. Mr. Warner has served as our lead independent director since December 2013, and it is expected that he will continue in that role.
The Company’s governance framework provides the board of directors with flexibility to select the appropriate leadership structure for the Company. The board of directors has reviewed its leadership structure in light of the Company’s operating and governance environment and determined that Mr. Rudelle should serve as the Executive Chairman of our board of directors, based on the board of directors’ belief that Mr. Rudelle’s in‑depth knowledge of the Company, keen understanding of the Company’s operations, proven leadership and vision position him to provide strong and effective leadership to the board of directors. The board of directors has determined to maintain its current leadership structure, taking into account the foregoing factors as well as the leadership and strategic vision Mr. Rudelle continues to bring to the Chairman position.
In addition, the board of directors continues to maintain the position of lead independent director that it created in 2013. The board of directors determined that it was appropriate to have a lead independent director for so long as the Chairman of the board of directors is holding an executive position, or otherwise is not an independent director. The lead independent director’s responsibilities include organizing topics for board of directors’ meeting agendas for review and approval; leading meetings; and coordinating with the Chairman on sensitive matters of consideration by the board of directors.
The board of directors does not have a policy that requires the combination or separation of the Chairman of the board of directors and Chief Executive Officer positions. Given the dynamic and competitive environment in which we operate, the board of directors continues to believe that retaining the flexibility to vary the leadership structure as appropriate based on certain circumstances over time is in the best interests of the Company and its shareholders at this time.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers. The Code of Conduct is available on our website at ir.criteo.com under “Corporate Governance.” The audit committee is responsible for overseeing the Code of Conduct, and our board of directors is required to approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct or waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed on our website.
Director Independence
Our nomination and corporate governance committee and our board of directors have undertaken a review of the independence of the directors using the current standards for “independence” established by Nasdaq and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out the responsibilities of a director. As a result of this review, our board of directors determined that Mses. Balla, Fox and Picard, and Messrs. de Pesquidoux, Mesrobian and Warner, who currently serve on our board of directors, are “independent directors” as that term is defined under the applicable rules and regulations of the SEC and

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Nasdaq. Our board of directors determined that Ms. Dana Evan, who served as a director until the expiration of her term of office as a director at our 2017 Annual General Meeting, also qualified as independent. In making these determinations, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining the director’s independence, including the number of Ordinary Shares beneficially owned by the director and his or her affiliated entities, if any. In determining that Mses. Balla and Picard are independent under Nasdaq and other applicable standards, our board of directors considered that Ms. Balla is the chief executive officer of La Redoute and Ms. Picard is the chief executive officer of Oui.sncf, and that each of La Redoute and Oui.sncf is a customer of the Company and purchases retargeting and other services from the Company on arms-length terms in the ordinary course. For more information, see “Certain Relationships and Related Transactions—Other Relationships.”
Role of the Board in Risk Oversight
Our board of directors is primarily responsible for the oversight of our risk management activities and has delegated to the audit committee the responsibility to assist our board of directors in this task. The audit committee also monitors our system of disclosure controls and procedures and internal control over financial reporting and reviews contingent financial liabilities. The audit committee reviews and discusses with management, and, as appropriate, the Company’s 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 to monitor and manage those exposures and the Company’s contingent financial liabilities. For a description of the principal duties and responsibilities of the audit committee, see “— Board Committees — Audit Committee” below.
While our board of directors oversees our risk management, our management is responsible for day-to-day risk management processes. Our board of directors expects our management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face.
Board Committees
The board of directors has established an audit committee, a compensation committee and a nomination and corporate governance committee, each of which operates pursuant to a separate charter adopted by our board of directors. The charters of each of the Company’s board committees and other governance materials can be accessed on our website at ir.criteo.com under “Corporate Governance.” The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq and SEC rules and regulations. In accordance with French law, committees of our board of directors only have an advisory role and can only make recommendations to our board of directors. As a result, decisions are made by our board of directors taking into account non-binding recommendations of the relevant board committee.
Audit Committee. Our audit committee assists the board of directors in overseeing the Company’s corporate accounting and financial reporting process, the Company’s systems of internal control over financial reporting, risk management and audits of financial statements, the quality and integrity of the Company’s financial statements and reports, the qualifications, independence and performance of the Company’s independent auditor and statutory auditor, the performance of the Company’s internal audit function and the Company’s compliance program. The committee held five meetings in 2017. Messrs. de Pesquidoux and Warner and Ms. Balla currently serve on the committee, with Mr. de Pesquidoux serving as its chairman. Ms. Evan served on the committee until the expiration of her term of office as a director on June 28, 2017. Our board of directors has determined that each

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member of the committee is independent within the meaning of the applicable listing rules and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our board of directors has further determined that Mr. de Pesquidoux, Ms. Balla and Mr. Warner qualify as financially sophisticated under Nasdaq rules. In addition, our board of directors has determined that each of Mr. de Pesquidoux and Ms. Balla is an “audit committee financial expert” as defined by SEC rules and regulations, based, in the case of Mr. de Pesquidoux, on his extensive prior experience in the principal financial officer role during his tenure as Chief Financial Officer of Alcatel-Lucent SA, and in the case of Ms. Balla, her extensive experience directly supervising principal financial and accounting officers as the Chief Executive Officer of La Redoute. The principal duties and responsibilities of our audit committee include:
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;
making recommendations with respect to proposed engagements of the independent auditor, including the scope of and plans for audit or non-audit services;
reviewing and discussing with management and our independent auditors the results of the annual audit;
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;
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;
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;
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;
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
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.
Nasdaq rules require that the audit committee have the specific audit committee responsibilities and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which

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requires, among other things, that the audit committee have direct responsibility for the appointment, compensation, retention and oversight of our auditors, establishment of procedures for complaints made and selection of consultants with respect to its duties. However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full board of directors from delegating such responsibilities to the audit committee, the audit committee’s powers with respect to such matters may instead be advisory. As indicated above, under French law, our audit committee may only have an advisory role and make recommendations to our board of directors. Moreover, Rule 10A-3 also provides that its audit committee requirements do not conflict with any laws of a company’s home country that require shareholder approval of such matters. Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we have two statutory auditors. Our shareholders renewed the term of office of Deloitte & Associés, our independent registered public accounting firm, at the 2017 Annual General Meeting, and our shareholders are being asked to renew the term office of RBB Business Advisors (formerly named Rouer, Bernard, Bretout) at the Annual General Meeting this year pursuant to Resolution 12.
Compensation Committee. Our compensation committee assists our board of directors in reviewing, making recommendations to our board of directors regarding, and overseeing matters related to the compensation of our executive officers and directors, including establishing and overseeing the Company’s compensation philosophy, policies, plans and programs. The committee held six meetings in 2017. Messrs. Warner and Mesrobian and Ms. Picard currently serve on the committee, with Mr. Warner serving as its chairman. Ms. Evan also served on the committee from January 2017 to February 2017, for transitional purposes, until Mr. Mesrobian’s appointment to the committee became effective. Our board of directors has determined that each member of the committee is independent within the meaning of the applicable Nasdaq and SEC rules. The principal duties and responsibilities of our compensation committee include:
reviewing and making recommendations to the board 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-wide compensation practices and trends and evaluating and recommending to the board of directors the compensation plans and programs, key terms of employment, severance and other compensation-related policies advisable for the Company;
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;
making recommendations regarding the compensation of executive officers and certain members of senior management, as appropriate;
reviewing and making recommendations to the board of directors regarding the compensation paid to independent directors;
reviewing and making recommendations to the board of directors with respect to other personnel and compensation matters, including benefits plans and insurance coverage;
reviewing and evaluating risks associated with the Company’s compensation programs;
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

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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.
The charter for our compensation committee allows the compensation committee to delegate its authority to subcommittees, as appropriate.
The compensation of members of our senior management other than our Executive Chairman and Chief Executive Officer is determined by the board of directors, taking into account recommendations from our compensation committee and our Executive Chairman and Chief Executive Officer.
Under French law, we must obtain shareholder approval at a general meeting of shareholders in order to authorize the board of directors to grant equity compensation. Generally, we ask shareholders to give our board of directors the authority to decide on the specific terms of the grant of equity compensation, within the limits of the shareholders’ authorization. The most recent authorization to grant equity compensation was given to our board of directors at the 2017 Annual General Meeting. The compensation committee is responsible for evaluating and making recommendations to the board of directors with respect to our equity plans.
Our compensation committee engages compensation consultants from time to time to assist in evaluating the design and assessing the competitiveness of our executive compensation. For more detailed information on the role of compensation consultants, see “Executive Compensation–Compensation Discussion and Analysis – Compensation Philosophy and Objectives – Participants in the Compensation Process – Role of Compensation Consultant” elsewhere in this proxy statement.
Nomination and Corporate Governance Committee. Our nomination and corporate governance committee mainly assists our board of directors in overseeing all aspects of the company’s corporate governance functions and making recommendations to the board of directors regarding corporate governance issues. The committee also identifies, reviews, evaluates and recommends to our board of directors candidates to serve as directors. The committee held three meetings in 2017. Ms. Fox and Ms. Picard currently serve on the committee, with Ms. Picard serving as its chairwoman. Ms. Evan served on the committee until the expiration of her term of office as a director on June 28, 2017. Our board of directors has determined that each member of the committee is independent within the meaning of the applicable Nasdaq and SEC rules. The principal duties and responsibilities of our nomination and corporate governance committee include:
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;
reviewing and assessing the performance of management and the board of directors, including committees of the board of directors;
overseeing the composition of the board of directors and its committees;
assessing the independence of directors;
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.
The charter for our nomination and corporate governance committee allows the committee to delegate its authority to subcommittees, as appropriate.
Nomination of Directors
Our board of directors believes that it should be composed of directors with diverse, complementary backgrounds, and that directors should, at a minimum, exhibit proven leadership capabilities and possess experience at a high level of responsibility within their chosen fields. When considering a candidate for director, the nomination and corporate governance committee considers whether the directors, both individually and collectively, can and do provide the experience, judgment, commitment, skills and expertise appropriate to lead the Company in the context of its industry. In addition, the nomination and corporate governance committee considers a nominee’s expected contribution to the diversity of skills, background, experiences and perspectives, as well as whether such nominee could provide added value to any of the committees of the board of directors, given the then existing composition of the board of directors as a whole. The nomination and corporate governance committee also provides input and guidance regarding the independence of directors, for formal review and approval by our board of directors.
Prior to nominating a sitting director for re-election at an annual meeting of shareholders, in addition to the factors described above, the nomination and corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the board of directors and the committees on which the director sits, as well as the director’s formal and informal contributions to the work of the board of directors and its committees. The nomination and corporate governance committee will also consider feedback received during the annual committee assessment process, as well as general, overall board assessments conducted from time to time. The nomination and corporate governance committee considers each director nominee’s experience, judgment, commitment, skills and expertise relevant to service on our board of directors.
When seeking candidates for director, the nomination and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. Additionally, the board of directors has in the past used and may continue to use the services of third-party search firms to assist in the identification and analysis of appropriate candidates. In 2016 and 2017, for example, Heidrick & Struggles assisted the board of directors in identifying two of our board members, Ms. Balla and Ms. Picard, both based in Europe. After conducting an initial evaluation of a prospective candidate, members of the board of directors will interview that candidate if they believe the candidate might be suitable. The Chairman of the board of directors may also ask the candidate to meet with certain members of executive management. If the nomination and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to the board of directors that candidate’s appointment or election, who, in turn, can submit the candidate for consideration by the shareholders.
The nomination and corporate governance committee will consider candidates for director recommended by a shareholder or group of shareholders who meet the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code. The nomination and corporate governance committee will evaluate such recommendations applying its regular nomination criteria and considering the additional information set forth below. Eligible shareholders wishing to recommend a candidate for nomination as a director are requested to send the recommendation in writing to: Board of Directors, Criteo, 32, Rue Blanche, 75009 Paris, France. The nomination and corporate governance committee will accept recommendations of director candidates throughout the year; however, in order for a recommended director candidate to be considered by the nomination and corporate governance committee for nomination to stand for election at an upcoming annual meeting of shareholders, the

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recommendation must be received no fewer than 25 days prior to the date of the Company’s annual meeting of shareholders. A shareholder recommendation must contain the following information:
the text of the resolution to appoint the director candidate;
a brief explanation of the reason for such recommendation;
information about the director nominee set forth in Article R. 225-83 5 of the French Commercial Code; and
an affidavit to evidence the requisite share holdings.
In connection with its evaluation of director candidates, the nomination and corporate governance committee or the board of directors may request additional information from the candidate or the recommending shareholder and may request an interview with the candidate. The nomination and corporate governance committee has discretion to decide which individuals, if any, to recommend for nomination as directors to the board of directors, provided that any such nomination will be reviewed by the full board of directors. The board of directors then makes a recommendation to the shareholders.
Executive Sessions of Non‑Management Directors
In order to promote discussion among the non‑management directors, regularly scheduled executive sessions (i.e., meetings of non‑management directors without management present) are held to review such topics as the non-management directors determine. Mr. Warner, our lead independent director, presides at our executive sessions.
Communications with the Board of Directors
The board of directors has established a process to facilitate communication between shareholders and other interested parties and our directors, including our lead independent director. All communications by shareholders and other interested parties can be sent to: General Counsel, Criteo, 32, Rue Blanche, 75009 Paris, France. Communications are distributed to the board of directors or to any specific director(s), as appropriate. Items unrelated to the duties and responsibilities of the board of directors or otherwise unsuitable for distribution to the board of directors will be redirected.
Directors’ Attendance at Board, Committee and Annual Meetings
The board of directors held 10 meetings (of which five were in-person and five were telephonic) during 2017. Each incumbent director attended at least 75% of the aggregate of the meetings of the board of directors and meetings held by all committees on which such director served during 2017. A director’s retainer fees are reduced if such director does not attend 100% of the five regularly-scheduled in-person meetings held by the board of directors during the fiscal year, provided that each director is permitted to attend one such meeting telephonically or by video conference without his or her retainer fees being reduced. In addition, a director may attend a meeting telephonically or by video conference without his or her retainer fees being reduced if such director is unable to attend in person due to a change in the date or location of the physical meeting after the board of directors establishes its meeting calendar for any particular fiscal year. For more information, see “Director Compensation” elsewhere in this proxy statement.
Directors are invited but not required to attend the annual meeting of shareholders. Messrs. Rudelle and Eichmann attended the 2017 Annual General Meeting of Shareholders.

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RESOLUTIONS 1 TO 5:

ELECTION OF DIRECTORS
General
We currently have eight directors. Under French law and our By-laws, our board of directors must be composed of between three and 18 members. Within this limit, the number of directors is determined by our shareholders. Directors are elected, re-elected and may be removed at a shareholders’ general meeting with a simple majority vote of our shareholders. Currently, pursuant to our By-laws, our directors are elected for two-year terms.
Our By-laws also provide, in accordance with French law, that our directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the votes of the shareholders present, represented by a proxy or voting by mail at the relevant ordinary shareholders’ meeting. In addition, our By-laws provide, in accordance with French law, that any vacancy on our board of directors resulting from the death or resignation of a director may be filled by vote of a majority of our directors then in office, provided there are at least three directors remaining, and provided further that there has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed to fill a vacancy are elected by the board of directors for the remaining duration of the current term of the replaced director. The appointment must be ratified at the shareholders’ general meeting following such election by the board of directors. In the event the board of directors is composed of less than three directors as a result of vacancies, the remaining directors shall immediately convene a shareholders’ general meeting to elect one or several new directors in order for there to be at least three directors serving on the board of directors at any given time, in accordance with French law.
As of January 1, 2017, French law requires that our board of directors be composed of 40% female members as of the Annual General Meeting. However, we can avail ourselves of an exception to this rule applicable to French companies with boards of directors with eight or fewer members. Under the applicable exception, our board of directors is required to have a difference of no more than two members between the number of men and women. We are in compliance with this rule pursuant to this exception.

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The following table sets forth information regarding each director and director nominee, including his or her age, as of March 31, 2018.
Name
 
Age
 
Current
Position
 
Director Since
 
Term 
Expiration
Year
Jean-Baptiste Rudelle
 
48
 
Chairman
 
2006
 
2018
Eric Eichmann
 
50
 
Director
 
2016
 
2018
Nathalie Balla(1)
 
50
 
Director
 
2017
 
2019
Sharon Fox(2)
 
47
 
Director
 
2016
 
2018
Edmond Mesrobian(3)
 
57
 
Director
 
2017(4)
 
2018
Hubert de Pesquidoux(1)
 
52
 
Director
 
2012
 
2019
Rachel Picard(2)(3)
 
51
 
Director
 
2017
 
2019
James Warner(1)(3)
 
64
 
Lead Independent Director
 
2013
 
2018
(1)
Member of the audit committee.
(2)
Member of the nomination and corporate governance committee.
(3)
Member of the compensation committee.
(4)
Mr. Mesrobian was appointed by the board of directors effective February 2017 (as ratified by the Company’s shareholders at our 2017 Annual General Meeting) for the remainder of Mr. Vidal’s two-year term in office, expiring in 2018.
In addition, French law requires that companies having at least 50 employees for a period of 12 months over the last three years set up a Comité d’Entreprise, or Works’ Council, composed of representatives elected from among the employees. Our Works’ Council was formed in May 2011. Two of these representatives are entitled to attend all meetings of the board of directors and meetings of the shareholders in an observer capacity.
Director Nominees
The board of directors, based on the recommendation of the nomination and corporate governance committee, has nominated Jean-Baptiste Rudelle, Eric Eichmann, Sharon Fox, Edmond Mesrobian and James Warner to be elected directors at the Annual General Meeting.
Each of the nominees for director to be elected at the Annual General Meeting currently serves as a director of the Company. Each director elected at the Annual General Meeting will hold office until the 2020 Annual General Meeting. Each director elected at the Annual General Meeting will serve until his or her successor is duly elected and qualified.
If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, then the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.
Given the unique and indispensable skills and expertise, and the dedication and value that each of Mr. Rudelle, Mr. Eichmann, Ms. Fox, Mr. Mesrobian and Mr. Warner bring to our board of directors, we request that, pursuant to Resolutions 1 through 5, you approve:
the renewal of the term of office of Mr. Rudelle;
the renewal of the term of office of Mr. Eichmann;
the renewal of the term of office of Ms. Fox;
the renewal of the term of office of Mr. Mesrobian; and

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the renewal of the term of office of Mr. Warner.
For the full text of Resolutions 1 to 5, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTIONS 1 TO 5.


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DIRECTOR COMPENSATION
Director Compensation Table
The following table sets forth compensation information for each person who served as a non-employee member of our board of directors during 2017. Mr. Rudelle, our Executive Chairman, and Mr. Eichmann, our Chief Executive Officer, are not included in this table, as they were executive officers of the Company for 2017. The compensation received by Messrs. Rudelle and Eichmann for 2017 is described under “Executive Compensation—Compensation Discussion and Analysis–Elements of Executive Compensation Program” and under “Executive Compensation–Summary Compensation Table” and the tables that follow. Mr. Eichmann did not receive any compensation for his services as a member of our board of directors during 2017. Mr. Rudelle receives half of his compensation in his capacity as Chief Executive Officer of Criteo Corp. and the other half in his capacity as Executive Chairman. As a result, all of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table under “Executive Compensation” and 50% of the other amounts shown in the Summary Compensation Table for Mr. Rudelle for 2017 were paid to Mr. Rudelle in his capacity as Chairman of our board of directors.
Name
Fees Earned or Paid in Cash
($)
Stock Awards
($)
Warrant 
Awards
($)(3)
Non-Equity 
Incentive 
Plan 
Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
All Other 
Compensation
($)(4)
Total
($)(4)
Nathalie Balla(1)
12,950
80,023
39,845
132,818
Dana Evan(2)
19,075
8,175
27,250
Sharon Fox
30,100
200,001
98,615
328,716
Edmond Mesrobian
31,500
200,046
99,234
330,780
Hubert de Pesquidoux
36,400
200,001
101,315
337,716
Rachel Picard
20,002
120,085
80,523
220,610
James Warner
59,500
200,001
111,215
370,716
(1)
The cash portion of Ms. Balla’s compensation 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 = $1.1740 and €1.00 = $1.1785, which represent the respective exchange rates on the dates of payment of Ms. Balla’s cash attendance fees.
(2)
Ms. Evan’s term expired at the Annual General Meeting held on June 28, 2017, and she did not stand for re-election.
(3)
In accordance with French law, the acquisition of non-employee warrants, or Bons de Souscription d’Actions (“BSAs”), 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 BSAs on the date of grant. The amounts reported in the Warrant Awards column reflect the subscription price of the BSAs, which is equal to the aggregate grant date fair value of such BSAs, 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 the amount shown, and eligible to offset the subscription price for the BSAs. See “Independent Director Compensation” below. For information regarding the assumptions used in determining the fair value of a warrant, please refer to Note 18 of the Company’s Annual Report on Form 10-K as filed with the SEC on March 1, 2018.

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The aggregate number of BSAs held by each independent director as of December 31, 2017 was as follows:
Name
 
Number of BSAs
Nathalie Balla
 
3,915
Sharon Fox
 
21,325
Edmond Mesrobian
 
10,825
Hubert de Pesquidoux
 
53,740
Rachel Picard
 
5,875
James Warner
 
70,990
(4)
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 and social contributions in the total amount of $5,550 for Ms. Balla, $8,175 for Ms. Evan, $12,900 for Ms. Fox, 13,500 for Mr. Mesrobian, $15,600 for Mr. de Pesquidoux, $11,498 for Ms. Picard and $25,500 for Mr. Warner. In addition, the “All Other Compensation” column reflects Company-paid taxes in respect of the subscription price of the BSAs in the total amount of $34,295 for Ms. Balla, $85,715 for Ms. Fox, $85,734 for Mr. Mesrobian, $85,715 for Mr. de Pesquidoux, $69,025 for Ms. Picard and $85,715 for Mr. Warner. See “–Independent Director Compensation” below for a discussion of the BSAs granted to non-employee members of our board of directors in 2017.
Independent Director Compensation
Directors (other than the Executive Chairman) who are not independent receive no remuneration for service as a member of our board of directors or any committee of the board, but are reimbursed for reasonable expenses incurred in connection with attending board and committee meetings.
The compensation committee is responsible for reviewing and recommending the compensation for our non-employee members of our board of directors for approval. The compensation committee reviews our independent director compensation annually and, with the assistance of its independent compensation consultant, designs and updates director compensation to maintain competitive compensation levels and structures.
In making decisions regarding independent director compensation, the compensation committee considers data provided by its compensation consultant regarding independent director compensation at the companies in our compensation peer group (the composition of our compensation peer group is described below under “Executive Compensation–Compensation Discussion and Analysis”). Total average compensation for each of our independent directors is generally targeted at the median of our peer group total average director compensation.
The compensation committee believes that a combination of cash and equity is the best way to attract and retain directors with the background, experience and skills necessary for a company such as ours, and is in line with our industry’s practice. Pursuant to French law, non-employee directors may not be granted stock options or RSU awards. As a result, BSAs are a key element of our independent director compensation and our strategy to remain competitive against our peers in the marketing technology industry. Non-employee members of our board of directors receive an initial grant of BSAs upon being appointed and an annual attendance fee comprised of cash and BSAs, provided that they do not receive the BSA portion of the annual attendance fee in the year that they join the board of directors.
However, in accordance with French law, the acquisition of BSAs by our non-employee directors is subject to the payment of a subscription price that must be at least equal to the fair market value of such BSAs on the date of grant. To account for this, the non-employee members of our board of directors received additional compensation equivalent in value to, and eligible to offset, the subscription price for the BSAs. The payment of fees to offset the BSA subscription price constitutes taxable compensation to these directors. Once the BSAs are subscribed for, they are subject to a four-year vesting period and can thereafter be exercised by the holder by paying the corresponding exercise price. The amounts reported in the column titled “Warrant Awards” in the Director Compensation table above reflect the amount of the subscription price of the BSAs, which is equal to the aggregate grant date fair value of such BSAs.

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As in 2016, for fiscal year 2017, Compensia, Inc. (“Compensia”), the compensation committee’s compensation consultant, conducted a review of our independent director compensation compared to the competitive market. Compensia’s analysis showed that overall compensation for our independent directors was generally in line with the median for our peer group, as shown in the chart below. See “Executive Compensation—Compensation Discussion and Analysis” for details on the composition of our compensation peer group.
directorcompensation2017.jpg
For fiscal year 2017, we retained the same director compensation arrangements that were in place for 2016, other than to increase the number of board meetings (from four to five) at which in-person attendance generally is required in order to receive the full amount of independent director fees. The components of independent director compensation were as follows:
Compensation Element
 
Director Compensation
Annual cash attendance fees(1)
 
$40,000
Annual equity attendance fees(2)
 
$200,000 in BSAs that vest over four years(3)
Committee membership fees(1)
 
$10,000 for audit committee
$5,000 for compensation committee
$3,000 for nomination and corporate governance committee
Chair fee(1)
 
$20,000 for audit committee
$15,000 for compensation committee
$10,000 for nomination and corporate governance committee
Lead Independent Director fee(1)
 
$20,000
New director equity award (one-time grant)(4)
 
$200,000 in BSAs that vest over four years(3)
(1)    Fees paid to directors are contingent, subject to limited exceptions described below, on in-person attendance at 100% of the five scheduled ordinary in-person board of directors’ meetings and four scheduled ordinary in-person committee meetings and are reduced pro-rata to the extent of any absence from such meetings; provided (i) directors are allowed to attend one meeting per year by telephone or video conference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person board of directors’ meeting is changed during the course of the year, a director’s attendance at such meeting by telephone or video conference will not affect his or her 100% participation rate.
(2)    Directors do not receive the annual equity attendance fees for the year that they join the board of directors.
(3)    One quarter of the BSA award vests on the first anniversary of the date of grant and the remainder vests in 12 equal quarterly installments thereafter.
(4)    Prorated for directors who join during the year, upon discretion of the board of directors. If a director resigns or is removed from the board of directors before the first anniversary of his or her new director equity award, the entire award is forfeited.

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EXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers, including their ages, as of March 31, 2018:
Name
Age
Position(s)
Jean-Baptiste Rudelle(1)
48
Executive Chairman
Eric Eichmann(1)
50
Chief Executive Officer
Benoit Fouilland
53
Chief Financial Officer
Mary Spilman(2)
50
Chief Operating Officer
Dan Teodosiu(2)
51
Chief Technology Officer
(1)
Biographical information for Messrs. Rudelle and Eichmann is provided above under “Board of Directors – Director and Director Nominee Biographies.”
(2)
Our board of directors determined that Ms. Spilman and Mr. Teodosiu were executive officers of the Company effective as of March 1, 2017.
Benoit Fouilland has served as our Chief Financial Officer since March 2012. From September 2009 to March 2012, he served as Senior Vice President and Chief Financial Officer for the Europe, Middle East and Africa (EMEA) region of SAP AG, a multinational software corporation. From April 2008 to September 2009, Mr. Fouilland was the Chief Financial Officer of Business Objects S.A., an enterprise software company which was acquired by SAP AG in 2007. Mr. Fouilland received a Master in Business Administration degree from INSEAD, a Diplôme d’Études Supérieures Spécialisées degree in Financial Audit from Université Paris Dauphine and a Business degree from the ESLSCA Graduate School of Business in Paris.
Mary “Mollie” Spilman has served as our Chief Operating Officer since October 2017, and formerly served as our Chief Revenue Officer from August 2014 until October 2017. Prior to joining Criteo, Ms. Spilman was with Millennial Media, Inc. where she served as Executive Vice President, North America and Chief Marketing Officer from October 2012 to April 2013 and as Executive Vice President, Global Sales and Operations, from April 2013 to August 2014. From January 2010 to September 2012, Ms. Spilman was with Yahoo! Inc., where she served in several roles, with her last role being Chief Marketing Officer. Ms. Spilman received a B.A. degree from Trinity College.
Dan Teodosiu has served as our Chief Technology Officer since May 2016. Prior to that, he was our Executive Vice President, Engineering from February 2013 to May 2016. From March 2011 to December 2012, Mr. Teodosiu was with Google, where he served as Engineering Director. Mr. Teodosiu received a B.S. degree from Politehnica University of Bucharest and M.S. and PhD degrees in Computer Science from Stanford University.




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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The following compensation discussion and analysis provides comprehensive information and analysis regarding our executive compensation program for 2017 for our named executive officers and provides context for the decisions underlying the compensation reported in the executive compensation tables in this proxy statement. For 2017, our named executive officers included (i) our principal executive officer; (ii) our principal financial officer; and (iii) our other three executive officers, other than the principal executive officer and the principal financial officer, who were serving as executive officers as of the end of the fiscal year. For the year ended December 31, 2017, our named executive officers were:
Jean-Baptiste Rudelle
 
Executive Chairman
Eric Eichmann
 
Chief Executive Officer (principal executive officer)
Benoit Fouilland
 
Chief Financial Officer (principal financial officer)
Mary Spilman
 
Chief Operating Officer
Dan Teodosiu
 
Chief Technology Officer
Certain amounts in this Compensation Discussion and Analysis relating to compensation in 2017 have been converted from euros to U.S. dollars at a rate of €1.00 = 1.129354, which represents average exchange rates for the year ended December 31, 2017, and certain amounts relating to compensation in 2016 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.10683 and from British pounds to U.S. dollars at a rate of £1.00 = $1.351193, which represent average exchange rates for the year ended December 31, 2016.
We believe that we have a very strong team of executives who have the ability to execute our strategic and operational priorities. The combination of strong executive leadership and highly talented and motivated employees played a key role in our strong financial performance in 2017, as described below.
2017 Financial and Operating Highlights
We are a global commerce marketing technology company. We help commerce companies and brand manufacturers acquire, convert and re-engage their customers, using shopping data, predictive technology and large consumer reach. We strive to deliver post-click sales at scale to our clients across different marketing objectives to meet their targeted return on investment. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive sales for our clients, we activate our data assets through proprietary machine-learning algorithms to engage consumers in real time through the pricing and delivery of highly relevant digital advertisements, across devices and environments. By pricing our offering on a cost-per-click basis and measuring our value based on post-click sales, we make the return on investment transparent and easy to measure for our clients.
Our vision is to build the highest performing and open Commerce Marketing Ecosystem by connecting shoppers to the things they need and love and by delivering the highest performance to the commerce companies and brand manufacturers who participate in our ecosystem.
2017 Financial Highlights:
Revenue increased 27.7% from $1,799 million in 2016 to $2,297 million in 2017;
Revenue excluding traffic acquisition costs, which we refer to as Revenue ex-TAC, increased 28.9% from $730 million in 2016 to $941 million in 2017;
Net income increased 10.8% from $87 million in 2016 to $97 million in 2017; and

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Adjusted EBITDA increased 37.8% from $225 million in 2016 to $310 million in 2017.
Revenue ex-TAC and Adjusted EBITDA are non-GAAP measures. We define Revenue ex-TAC as our revenue excluding traffic acquisition costs. We define Adjusted EBITDA as our consolidated earnings before interest, taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Traffic acquisition costs consist of purchases of impressions from publishers. We purchase impressions directly from publishers or third-party intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our consolidated statements of financial position as accounts payable and accrued expenses. Please refer to footnotes 3 and 5 to the Other Financial and Operating Data table in “Item 6—Selected Financial Data” of our Annual Report on Form 10-K for a reconciliation of Revenue ex-TAC to revenue and Adjusted EBITDA to net income, in each case the most directly comparable financial measure calculated and presented in accordance with GAAP.
The following charts show the growth of our revenue, Revenue ex-TAC, net income, Adjusted EBITDA and cash flow from operating activities over the past three years:
chart-ffb294d51748599c9b2.jpg


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chart-1cc555d7fc645c9ca01.jpg
2017 Operating Highlights:
We added over 3,600 net clients, ending 2017 with over 18,000 clients;
We maintained client retention at approximately 90% while increasing our client base 25%;
We continued to innovate and improve our technology to broaden our reach, including our launch in 2017 of Criteo Shopper Graph, a highly differentiated group of data collectives built through collaboration and data pooling within our open ecosystem of commerce and brand clients, which is one of the world’s biggest and most open data sets focused on shoppers;
We continued to improve the Criteo Engine, including through the addition of new variables for enhanced prediction bidding on in-app inventory, which, given the amount of time users spend on mobile apps, is a key technology improvement; and
In October 2017, we launched Beta versions of two new products: Criteo Audience Match, which drives more post-click sales for our commerce clients by accurately targeting and re-engaging their existing customers with personalized advertisements offering new products or services that they have not yet purchased, and Criteo Customer Acquisition, which drives post-click sales for our commerce clients by helping them to acquire prospective customers, using intent information across a large pool of retailers and engaging such prospective customers with personalized advertisements offering products or services that are predicted to be of interest to them.

2017 Executive Compensation Highlights
Highlights of our executive compensation program for 2017 include:
We paid annual incentive bonuses to our named executive officers with funding at between 81.8% and 86.8% of target based on strong Company performance relative to a rigorously designed incentive compensation program with strenuous targets in a challenging environment as described below under the heading “—Elements of Executive Compensation Program—Annual Incentive Bonus”;
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

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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 performance stock units (“PSUs”) and stock options, both of which vest over four years, and only provide realizable pay opportunities for executives with demonstrated growth in Company value over time or achievement of objective, pre-determined performance goals; and
We set the performance targets for executive bonuses to 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.

Executive Compensation Policies and Practices
We maintain several policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy:
What We Do
 
What We Don’t Do
•    Newly adopted 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

 
•    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, bonuses or equity compensation
    No discounted stock options or option re-pricings
    No explicit benchmarking of our compensation to a specific percentile of our peer group
    No payment or accrual of dividends on unvested stock option, PSU or RSU awards

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Executive Pay Mix for 2017
The charts below show the pay mix for 2017 of our Chief Executive Officer and all of our other executive officers as a group. These charts illustrate the predominance of performance-based compensation and long-term incentive compensation through equity awards in our executive compensation program. We believe that this weighting of components allows us to reward our executives for achieving or exceeding our financial, operational and strategic performance goals, and align our executives’ long-term interests with those of our shareholders.
ceopaymix.jpg
otherneospaymix.jpg
The pay mix shown under “Other NEOs” above shows the average of the relative components of all of our named executive officers other than our Chief Executive Officer. For more information on the pay mix for our named executive officers, please see “Compensation Tables—Summary Compensation Table.”
Realizable Pay for 2017
Because our compensation committee aims to align executives’ incentives with shareholder value creation, the majority of our named executive officers’ compensation is composed of equity awards, the value of which is significantly impacted by both stock-based performance and Company financial performance. There is no assurance that the grant date fair values reported in the Summary Compensation Table for these equity awards will be reflective of their actual economic value or that comparable amounts will ever be realized by our named executive officers. For example, the PSUs granted to the named executive officers in 2017 that were scheduled to vest in January 2018 based on achievement of our pre-determined Revenue ex-TAC targets were earned as to 50% of the PSUs originally granted (as described further below). Similarly, the stock options granted to the named executive officers in 2017 were “out-of-the-money” at fiscal year-end and will only deliver actual value to our named executive officers with future stock price appreciation above the exercise price of such stock options.
The chart below compares 2017 target total compensation provided to each of Mr. Eichmann, our Chief Executive Officer, and Mr. Fouilland, our Chief Financial Officer, to the value of the pay realizable for each pay component by Messrs. Eichmann and Fouilland as of fiscal year end 2017. Target total compensation for the chart below represents: (1) base salary, (2) 2017 target cash bonus opportunity (100% of base salary in the case of Mr. Eichmann, and 75% of base salary in the case of Mr. Fouilland), and (3) the aggregate grant date fair values of PSUs and stock options granted to each of Mr. Eichmann and Mr. Fouilland in 2017 (as reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table included below under the heading “Compensation Tables”). Mr. Eichmann’s total

29




target compensation for fiscal year 2017 was $6,061,923 million, and Mr. Fouilland’s total target compensation for fiscal year 2017 was $2,950,915.
Total realizable compensation for the chart below represents: (1) each executive’s base salary, (2) each executive’s actual earned cash bonus for 2017 (as disclosed in the Summary Compensation Table), and (3) the actual intrinsic value of the equity awards, as of December 31, 2017, granted to each of Mr. Eichmann and Mr. Fouilland in 2017. For PSUs, this amount is calculated by multiplying the number of shares earned by each executive in 2017 (50% of target shares) by our closing stock price on December 31, 2017. For stock options, this amount reflects the spread between our closing stock price on December 31, 2017 and the exercise price of such options multiplied by the number of Ordinary Shares underlying such options. All of the equity awards granted to Messrs. Eichmann and Fouilland during 2017 remain subject to time-based vesting, as described further below under “Compensation Tables—Grants of Plan-Based Awards Table 2017.”
Mr. Eichmann’s realizable pay for fiscal 2017 was approximately $1.669 million, or approximately 27.5% of his fiscal 2017 target total pay. Mr. Fouilland’s realizable pay for fiscal 2017 was approximately $924,000, or approximately 31.3% of his fiscal 2017 target total pay.
Chief Executive Officer                Chief Financial Officer
realizableceopay.jpg        realizablecfopay.jpg
        
Compensation Philosophy and Objectives
Pay for Performance
Our philosophy in setting compensation policies for our executive officers has four fundamental objectives: (1) to attract and retain a highly skilled team of executives in competitive markets; (2) to reward our executives for achieving or exceeding our financial, operational and strategic performance goals; (3) to align our executives’ long-term interests with those of our shareholders; and (4) to provide compensation packages that are competitive and reasonable relative to our peers and the broader competitive market. The compensation committee and the board of directors believe that executive compensation should be directly linked both to continuous improvements in corporate performance and accomplishments that are expected to increase shareholder value. Historically, the board of directors has compensated our executive officers through three direct compensation components: base salary, an annual incentive bonus opportunity and long-term incentive compensation in the form of equity awards. The compensation committee and the board of directors believe that cash compensation in the form of base salary and an annual incentive bonus opportunity provides our executive officers with short-term rewards for success in operations, and that long-term incentive compensation using equity awards aligns the objectives of our executive officers with those of our shareholders with respect to long-term performance and increases retention. Since 2015, long-term equity compensation for our executive officers has consisted of both PSU awards and stock options.

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Participants in the Compensation Process
Role of the Compensation Committee and the Board of Directors
In accordance with French law, committees of our board of directors have an advisory role and can only make recommendations to our board of directors. As a result, while our compensation committee is primarily responsible for our executive compensation program, including establishing our executive compensation philosophy and practices, as well as determining specific compensation arrangements for the named executive officers, final approval by our board of directors is required on all such matters. The board of directors’ decisions and actions regarding executive compensation referred to throughout this Compensation Discussion and Analysis are made following the compensation committee’s comprehensive in-depth review, analysis and recommendation.
The board of directors approves the performance goals recommended by the compensation committee under the Company’s annual and long-term incentive plans and achievement by our executive officers of these goals. While the compensation committee draws on a number of resources, including input from the Executive Chairman, the Chief Executive Officer and the compensation committee’s compensation consultant, to make decisions regarding our executive compensation program, the compensation committee is responsible for making the ultimate recommendation to be approved by the board of directors. The compensation committee relies upon the judgment of its members in making recommendations to the board of directors after considering several factors, including recommendations of the Executive Chairman and the Chief Executive Officer with respect to the compensation of executive officers (other than their own compensation), Company and individual performance, perceived criticality, retention objectives, internal equity, current compensation opportunities as compared to similarly situated executives at peer companies (based on a review of competitive market analyses prepared by its compensation consultant) and other factors as it may deem relevant.
Role of Compensation Consultant
The compensation committee retains the services of Compensia as its compensation consultant. The mandate of the compensation consultant includes assisting the compensation committee in its review of executive and director compensation practices, including the competitiveness of pay levels, design of the Company’s annual and long-term incentive compensation plans, executive compensation design, and analysis of competitive market practices. The compensation committee is responsible for oversight of the work of the compensation consultant and annually evaluates the performance of the compensation consultant. The compensation committee has discretion to engage and terminate the services provided by the compensation consultant, subject to formal approval by the board of directors.
At its meeting in October 2017, the compensation committee assessed the independence of Compensia pursuant to SEC and Nasdaq rules and the board of directors concluded that no conflict of interest exists that would prevent Compensia from serving as an independent consultant to the compensation committee.
Role of Executive Chairman and Chief Executive Officer
Our Executive Chairman and Chief Executive Officer attend compensation committee meetings and work with the chair of the compensation committee and its compensation consultant to develop compensation recommendations for the executive officers (excluding the Executive Chairman and the Chief Executive Officer), based upon individual experience and breadth of knowledge, individual performance during the year and other relevant factors. The Executive Chairman’s and the Chief Executive Officer’s recommendations are reviewed and considered with other applicable information by the compensation committee, which then makes a recommendation to the board of directors. The compensation committee works directly with its compensation consultant to recommend to the board of directors compensation actions for our Executive Chairman and Chief Executive Officer. In accordance with Nasdaq rules, our Executive Chairman and Chief Executive Officer are not present during deliberations or voting concerning their own compensation, respectively.

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Use of Competitive Market Data
The compensation committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program, including an evaluation of the compensation practices at peer companies. The compensation committee uses data from this evaluation to assess the reasonableness of compensation and ensure that our compensation practices are competitive in the marketplace.
Our peer companies in 2017 were provided to the compensation committee by Compensia, then selected by the compensation committee and subsequently approved by the board of directors. Each year, the compensation committee reviews our peer group with the assistance of the compensation consultant and updates the peer group as appropriate. The companies comprising the peer group for 2017 were selected on the basis of their comparability to Criteo in terms of broad industry (software and services companies focused on digital media/advertising in the United States and software/technology companies more broadly in Europe, given the more limited number of comparable companies in the European market), geographic location, market capitalization, financial attributes (including revenue, revenue growth, comparable gross margin and cash flow) and number of employees.
Based on this evaluation, the compensation committee selected the peer companies in the following table for 2017. Given the Company’s unique position as a French company publicly-listed on the Nasdaq Global Market in the United States with certain executives based in Europe, the compensation committee determined that it was appropriate to develop both U.S. and international peer groups. The peer companies generally had revenues between half and two times the Company’s revenue, and market capitalization between half to three times the Company’s market capitalization.
U.S. Peers:
Cornerstone OnDemand
j2 Global
Tableau Software
 
 
 
CoStar Group
Marketo
VeriSign
 
 
 
Endurance International
Netsuite
Yelp
 
 
 
Fair Isaac
Pandora Media
Zillow Group
 
 
 
GoDaddy
Qlik Technologies
Zynga
 
 
 
GrubHub
Splunk
 
International Peers:
Atlassian
Just Eat Plc
Rocket Internet
 
 
 
Auto Trader Group Plc
Logitech Intl SA
Sage Group
 
 
 
AVG Technologies
Luxoft Holding
Scout 24
 
 
 
Cimpress N.V.
Micro Focus Intl.
Shopify
 
 
 
Fleetmatics Group PLC
Playtech Plc
Sophos Group Plc
 
 
 
InterXion Holding N.V.
Regus Plc
Travelport Worldwide
In addition to reviewing data drawn from these peer groups, the compensation committee also reviews competitive compensation data from broader Radford technology survey cuts and Compensia databases. To assist the Company in making its executive compensation decisions for 2017, Compensia evaluated competitive market practices, considering base salary, target annual incentives as a

32




percentage of base salary, target total cash compensation, target annual long-term incentive grant date fair values, equity award mixes and target total direct compensation.
In general, our board of directors seeks to set executives’ total cash compensation (base salary plus target annual incentive bonus) and long-term incentive compensation at levels that are competitive with our peers (based on its review of the compensation data for executives with similar roles in the Company’s peer groups) and, in the case of long-term incentive compensation, at a level great enough to ensure deep alignment of our executive officers’ interests with those of our shareholders.
However, the compensation committee does not formally “benchmark” our executive officers’ compensation to a specific percentile of our peer group. Instead, it considers competitive market data as one factor among many in its deliberations. The compensation committee exercises independent judgment in determining appropriate levels and types of compensation to be paid based on its assessment of several factors, including recommendations of the Executive Chairman and the Chief Executive Officer with respect to the compensation of executive officers (other than their own compensation), Company and individual performance, perceived criticality, retention objectives, internal equity, current compensation opportunities as compared with similarly situated executives at peer companies (based on review of competitive market analyses prepared by its compensation consultant) and other factors as it may deem relevant.
The chart below is based on the peer data reviewed by our compensation committee in setting target compensation levels for our Chief Executive Officer and Chief Financial Officer for fiscal year 2017 and shows a comparison, for illustrative purposes, of the elements of fiscal year 2017 target total compensation for our Chief Executive Officer and Chief Financial Officer against chief executive officer and chief financial officer compensation for our U.S. peer group.
We have chosen to present this data for our Chief Executive Officer and Chief Financial Officer only, rather than all of our named executive officers, because chief executive officer and chief financial officer are the two roles for which our compensation committee has access to the most comparable company data, and because these are the two roles most responsible for setting our strategic direction (and therefore for which alignment of interests with shareholders is most important). We chose to present only the comparison against the U.S. peer group because our U.S. peer group consists of companies with which we are most likely to compete for talent, and is therefore the more important of the two peer groups in our compensation committee’s analysis.

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In the chart below, “Total Cash” consists of each executive officer’s base salary and target bonus under our EBP (as further discussed under “—Elements of Executive Compensation Program—Annual Incentive Bonus” below), which, for fiscal year 2017, was greater than the bonus each executive actually earned under our EBP. “Equity Value” includes the combined aggregate grant date fair value of each award at target, and therefore assumes that all PSUs have been earned under the applicable performance criteria. As discussed above, for 2017, the named executive officers earned 50% of the shares subject to their 2017 PSU awards, which shares will vest over a period of four years. For more information on the specific elements of compensation to each of our executives, please see “Compensation Tables—Summary Compensation Table.”
marketposition.jpg
For illustrative purposes only, we have also included realizable pay for 2017 for each of our Chief Executive Officer and Chief Financial Officer, which includes, in each case, (1) base salary, (2) actual earned cash bonus for 2017 under our EBP (as disclosed in the Summary Compensation Table) and (3) the actual intrinsic value, as of December 31, 2017, of the equity awards granted to the executive in 2017. For PSUs, this amount is calculated by multiplying the number of earned shares in 2017 (50% of target shares) by our closing stock price on December 31, 2017. For stock options, this amount reflects the spread between our closing stock price on December 31, 2017 and the exercise price of such options multiplied by the number of Ordinary Shares underlying such options. For more information on realizable pay, please see “—Realizable Pay for 2017.”
Prior Year Say-On-Pay Results
Our executive compensation program received significant shareholder support and was approved, on a non-binding advisory basis, by 86% of the votes cast at the 2017 Annual General Meeting. We value feedback from our shareholders on our executive compensation program and corporate governance policies and welcome input, as it impacts our decision-making. We believe that ongoing engagement builds mutual trust with our shareholders and we will continue to monitor feedback from our shareholders and may solicit outreach on our programs, as appropriate.  At the 2016 Annual General Meeting, shareholder votes expressed a preference for the say-on-frequency proposal to hold an advisory vote to approve executive compensation on an annual basis. In light of this vote, the Company’s board of directors determined that the Company will continue to hold an advisory vote to approve executive compensation on an annual basis until the next required say-on-frequency vote, which will be held at the 2022 Annual General Meeting.
Elements of Executive Compensation Program
In 2017, as in prior years, our executive compensation program consisted of three principal elements:

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Base salary
Annual incentive bonus
Long-term incentive compensation
Base Salary
Base salary is the principal fixed element of an executive officer’s annual cash compensation during employment. The level of base salary reflects the executive officer’s skills and experience and is intended to be on par with other job opportunities available to such executive officer. Given the industry in which we operate and our compensation philosophy and objectives, we believe it is important to set base salaries at a level that is competitive with our peer group in order to retain our current executives and to hire new executives when and as required. However, our review of the competitive market data is only one factor in setting base salary levels. In addition, the compensation committee also considers the following factors:
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 equity considerations; and
in the case of executive officers other than the Executive Chairman and Chief Executive Officer, the recommendations of the Executive Chairman and the Chief Executive Officer.
Base salaries for our executive officers are determined on an individual basis at the time of hire. Adjustments to base salary are considered annually based on the factors described above.

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2017 Base Salaries
The base salaries of the named executive officers for 2016 and 2017, each in local currency and converted into U.S. dollars (on a constant currency basis for 2017), and the rationale for any base salary adjustment are set forth below:  
Name
 
Position(1)
 
2016 Base Salary (in local currency)
 
2017 Base Salary (in local currency)
 
2016 Base Salary
(in USD)(2)
 
2017 Base Salary at Constant Currency
(in USD)(2)
 
Rationale for Adjustment
Jean-Baptiste Rudelle
 
Executive Chairman
 
€124,840 (services to Criteo S.A.)
$137,500 (services to Criteo Corp.)
 
€30,520 (services to Criteo S.A.)
$28,000 (services to Criteo Corp.)
 
$275,678
 
$61,780
 
Adjusted to reflect Mr. Rudelle’s changing role with the Company and continuing transition  to Executive Chairman, assisting the CEO to achieve his objectives for the Company.
Eric Eichmann
 
Chief Executive Officer
 
£181,335
(H1 2016)

$275,000
(H2 2016)(3)

 
$560,000
 
$520,019
 
$560,000
 
Base salary increase to recognize strong performance.
Benoit Fouilland
 
Chief Financial Officer
 
€303,000
 
€342,857
 
$335,369
 
$379,484
 
Base salary increase to recognize strong performance.
Mary Spilman
 
Chief Operating Officer
 
$472,500
 
$480,000
 
$472,500
 
$480,000
 
Ms. Spilman became a named executive officer during 2017. Prior to October 2017, Ms. Spilman served as Chief Revenue Officer of the Company.
Dan Teodosiu
 
Chief Technology Officer
 
€290,000
 
€312,500
 
$320,981
 
$345,884
 
Mr. Teodosiu became a named executive officer during 2017.
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Refers to such named executive officer’s position at the end of 2017.
(2) 2016 base salaries have been converted from euros to U.S. dollars at a rate of €1.00 = $1.106830 and from British pounds to U.S. dollars at a rate of £1.00 = $1.35119, which represent average exchange rates for the year ended December 31, 2016. 2017 base salaries are presented on a constant currency basis, using the 2016 average exchange rates set forth in the preceding sentence, for comparative purposes.
(3) Mr. Eichmann was based in the United Kingdom and received an annual base salary of £362,670 from January 1, 2016 to June 30, 2016. He relocated to the United States and received an annual base salary of $550,000 from July 1, 2016 to December 31, 2016.
Annual Incentive Bonus
The Company provides our executive officers with the opportunity to earn annual cash bonus awards pursuant to the Criteo Executive Bonus Plan (the “EBP”), which are specifically designed to motivate our executive officers to achieve pre-established Company-wide goals set by the board of directors and to reward them for individual results and achievements in a given year.
The EBP is intended to provide structure and predictability regarding the determination of performance-based cash bonuses. Specifically, the EBP seeks to:

36




(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.
Pursuant to the EBP, the annual cash bonus opportunities for our executive officers are approved on an annual basis by the board of directors. The Company goals, their relative weighting, and the relative weighting for each of the individual performance goals of the executive officers, if applicable, are also established by the board of directors at the beginning of the year, upon recommendation of the compensation committee, shortly after the board of directors has approved our annual operating plan.
Under the EBP, the board of directors has the discretion to determine the extent to which a bonus award will be adjusted based on an executive officer’s individual performance or such other factors as it may, in its discretion, deem relevant. An executive officer’s bonus award may be adjusted downward to zero by the board of directors based on a review of individual performance. The board of directors is not required to set individual qualitative goals for a given year.
2017 Annual Bonus Incentive
The performance measures and related target levels for the 2017 EBP, which reflected performance requirements set at the start of the year in the Company’s annual operating plan, were developed by the compensation committee and approved by the board of directors in June 2017. For 2017, the board of directors, on recommendation from the compensation committee, set two shared quantitative goals applicable to all of the named executive officers (weighted 80%, collectively) and individual qualitative goals for each of our named executive officers (weighted 20%). In 2016, the shared quantitative goals applicable to all of the named executive officers were weighted 70% collectively whereas individual qualitative goals were weighted 30%. The board of directors chose to change the weighting of the various goals for 2017 in order to align our executives’ incentives even more closely with those of our shareholders.
Quantitative Goals
The quantitative measures selected for the 2017 EBP were (i) Revenue ex-TAC growth, measured at constant currency, from 2016 to 2017, and (ii) Adjusted EBITDA (on an absolute basis) achieved during 2017. These measures were selected by the board of directors because Revenue ex-TAC and Adjusted EBITDA are the key measures it uses to monitor the Company’s financial performance. In particular, our strategy focuses on maximizing the growth of our Revenue ex-TAC on an absolute basis over maximizing our near-term gross margin, as we believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo Engine’s performance, allowing it to deliver more relevant advertisements at scale. In both 2016 and 2017, the Revenue ex-TAC metric and Adjusted EBITDA metric were given equal weight.
For 2017, the Board of directors selected Adjusted EBITDA (on an absolute basis) as the relevant Adjusted EBITDA metric rather than improvement in Adjusted EBITDA margin, which was the metric selected and used in 2016. Adjusted EBITDA margin was defined as the Company’s Adjusted EBITDA as a percentage of revenue for the relevant period. This change reflects a continuing emphasis on strong growth.
The payout scale on the Revenue ex-TAC portion of the quantitative goals was as follows:
If Revenue ex-TAC grew by less than 29%, there was no payout on the Revenue ex-TAC portion of the quantitative goals;

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If Revenue ex-TAC grew by between 29% and 33%, the payout on the Revenue ex-TAC portion of the quantitative goals was between 50% and 100%; and
If Revenue ex-TAC grew by 39% or more, the maximum payout on the Revenue ex-TAC portion of the quantitative goals was 200%.
The payout scale on the Adjusted EBITDA portion of the quantitative goals was as follows:
If Adjusted EBITDA for 2017 was less than $292 million (which would represent an improvement of 30% on the Adjusted EBITDA of $224.6 million achieved by the Company in 2016), there was no payout on the Adjusted EBITDA portion of the quantitative goals;
If Adjusted EBITDA for 2017 was between $292 million and $302 million, the payout on the Adjusted EBITDA portion of the quantitative goals was between 50% and 100%; and
If Adjusted EBITDA for 2017 was $335 million or above, the maximum payout on the Adjusted EBITDA portion of the quantitative goals was 200%.
The quantitative goals set forth below and the achievement levels for such goals were designed to reward our executives with a payout level of at least 70% of the portion of the executive bonus based on qualitative goals in the event that we achieve financial results at or above the high end of our 2017 guidance. The following chart sets forth the quantitative goals for 2017 and the achievement levels for such goals:
 
 
 
 
Achievement
 
 
Performance Measure
 
Weight
 
0%
 
50%
 
100%
200%
 
Actual
2017 Revenue ex-TAC growth at constant currency
 
40%
 
<29%
 
29%
 
33%
≥39%
 
29%
2017 Adjusted EBITDA
 
40%
 
<292 million
 
$292 million
 
$302 million
≥$335 million
 
$309.6 million
 
 
 
 
 
 
 
 
 
 
 
 
Qualitative Goals
In addition, the board of directors selected individual qualitative goals for each of the named executive officers that were aligned to strategic performance objectives for those individuals. The qualitative goals were weighted 20% for each named executive officer and were subject to a maximum payout of 200% of the applicable portion. Some variation applied from named executive officer to named executive officer and from goal to goal. These qualitative goals for 2017 included strategic initiatives, product, supply and intra-organizational achievements and leadership development for all named executive officers, and profitability initiatives for Messrs. Eichmann and Fouilland and Ms. Spilman.

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2017 Annual Cash Bonus Payouts
The board of directors approved annual incentive bonus awards for each named executive officer under the 2017 EBP as follows:
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%
 
81%
 
85%
 
81.8%
 
$51,099
 
Eric Eichmann
 
100%
 
81%
 
85%
 
81.8%
 
$458,080
 
Mary Spilman
 
100%
 
81%
 
110%
 
86.8%
 
$416,640
 
Benoit Fouilland
 
75%
 
81%
 
85%
 
81.8%
 
$237,552
 
Dan Teodosiu
 
60%
 
81%
 
100%
 
84.8%
 
$179,567
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Bonus targets as a percentage of base salary for the named executive officers (other than Ms. Spilman and Mr. Teodosiu, who were not named executive officers in 2016) did not change from 2016 to 2017.
(2) Certain amounts have been converted from euros to U.S. dollars at a rate of €1.00 = $1.129354, which represents the average exchange rate for the year ended December 31, 2017.
Long-Term Incentive Compensation
Long-term incentive compensation in the form of equity awards is an important tool for the Company to attract industry leaders of the highest caliber and to retain them for the long term. The majority of our named executive officers’ target total direct compensation opportunity in 2017 was provided in the form of long-term equity awards. We use equity awards to align our executive officers’ financial interests with those of our shareholders by motivating them to assist with the achievement of both near-term and long-term corporate objectives.
Historically, the board of directors only granted stock options to employees. However, following a change to the tax treatment of free shares, or restricted stock units (“RSUs”), under French law (the enactment of the Loi Macron in August 2015), the board of directors, after careful review by the compensation committee, decided to add RSUs to the Company’s equity compensation program for certain employees, including executive officers at the discretion of the board of directors, and PSUs to the Company’s equity compensation program for executive officers and managers and certain other employees. In October 2015, the Company’s shareholders approved: (i) a general plan (as such plan has been amended, the “Amended and Restated 2015 Time-Based RSU Plan”) providing for the grant of time-based RSUs to employees of the Company, and (ii) a performance-based plan (as such plan has been amended, the “Amended and Restated 2015 Performance-Based RSU Plan”) providing for the grant of PSUs, subject to the achievement of performance goals and time-based vesting, to the executive officers and certain other members of management and employees of the Company, as determined by the board of directors.
We grant both stock options and PSUs to our executive officers. Stock options remain a valuable compensation tool for us and provide our executive officers with realizable value over time only if our shareholders also realize value after the date options are granted. PSUs provide a direct link between our financial performance and the compensation of our executive officers, thereby furthering the alignment of the interests of our executive officers and shareholders.
In addition to the initial equity award that each executive officer receives upon being hired, the board of directors also grants some or all of our executive officers additional equity awards each year as part of our annual review of our executive compensation program. The eligibility for, and size of, any additional equity award to each of our executive officers are determined on a discretionary basis taking into account the following factors:

39




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 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.

Based on the foregoing factors, the board of directors, upon recommendation of the compensation committee, determined that the 2017 long-term incentive compensation to be granted to each of our executive officers should consist of a mix of stock options and PSUs. The board of directors believes that the use of both stock options and PSUs provides a balanced focus on enhancing value for our shareholders and achieving specified financial results. The compensation committee may determine in the future to grant RSUs to our executive officers as appropriate, in addition to or in lieu of PSUs.
The table below sets forth the equity awards granted by the board of directors to our named executive officers in 2017:  
Name
 
Shares Issuable Upon Exercise of Stock Options Granted in 2017
 
Shares Issuable Upon Vesting of PSUs Granted in 2017(1)
Jean-Baptiste Rudelle
 
13,100
 
5,000
Eric Eichmann
 
131,000
 
50,000
Mary Spilman
 
47,160
 
18,000
Benoit Fouilland
 
60,260
 
23,000
Dan Teodosiu
 
52,400
 
20,000
 
 
 
 
 
(1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers. As set forth below, all the named executive officers earned 50% of the shares subject to their 2017 PSU awards, which shares will vest over a period of four years.
Vesting of Stock Option Grants
To aid in retention of our executives, the stock option awards have a four-year vesting period, with one quarter of the award vesting on the first anniversary of the date of grant and the remainder vesting in 12 equal quarterly installments thereafter, subject to the recipient’s continued employment with the Company.
Performance Conditions and Vesting of PSU Grants
Our Ordinary Shares subject to the PSUs granted to the named executive officers were to be earned contingent upon the attainment of the 2017 growth in Revenue ex-TAC goal set by the board of directors in the first quarter of 2017.
Growth in Revenue ex-TAC is an important metric used by the board of directors to measure the Company’s financial performance and creation of shareholder value given our current development stage, the significant growth opportunities ahead of us and the significant impact that high Revenue ex-TAC can have on the Company’s profitability given the scalability of our operating model. As a result, the compensation committee and board of directors determined, as in 2016, that growth in Revenue ex-TAC was the appropriate performance measure for the 2017 PSU awards. Our compensation committee and board of directors believe that setting a one-year performance measurement period was appropriate at

40




this stage in the Company’s development, due to the steep trajectory of our top-line revenue growth and the risk of setting inappropriate targets if we were to project more than one year in advance. This approach was balanced by the four-year vesting schedule to which any earned PSUs are subject, as discussed below.
The following table sets forth the 2017 Revenue ex-TAC growth goal for the 2017 PSU awards.
2017 Revenue Ex-TAC Growth
 
Percentage of PSUs Earned(1)
<29%
 
0
29%
 
50% (Threshold)
33%
 
100% (Target)
>33%
 
100% (Maximum)
(1) Achievement is linear for Revenue ex-TAC growth between 29% and 33%. Within this range, named executive officers would earn between 50% and 100% of the PSUs granted, on a pro-rata basis.
Actual 2017 Revenue ex-TAC growth was 29%, or approximately 88% of the Revenue ex-TAC growth target for the year. As a result, the named executive officers earned 50% of the Ordinary Shares subject to their 2017 PSU awards.
Our compensation committee and board of directors also believe that a time-based vesting requirement for any earned PSUs was important to provide additional retention incentives and longer term alignment with our shareholders. Accordingly, earned PSUs are subject to a four-year vesting schedule, with half of any earned PSUs vesting on the second anniversary of the grant date and the remainder vesting in eight equal quarterly installments thereafter, which quarterly vesting is subject to the recipient’s continued employment with the Company. As a result, none of the PSUs granted to the named executive officers for 2017 will vest until January 2019, at the earliest.
As the Company and its compensation program evolve and we continue to evaluate the effectiveness of PSUs in attaining our compensation objectives, we intend to review the appropriateness of PSU grants in future years, the weight of PSU grants in our total executive equity mix, the performance metrics applicable to PSUs, the performance scale and related payout scale applicable to PSUs, and the length of the measurement period for PSU performance metrics.

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Share Ownership and Equity Awards
As discussed above, long-term incentive compensation in the form of equity awards is an important tool for the Company to attract industry leaders of the highest caliber and to retain them for the long term. The majority of our named executive officers’ target total direct compensation opportunity in 2017 was provided in the form of long-term equity awards. We use equity awards to align our executive officers’ financial interests with those of our shareholders by motivating them to assist with the achievement of both near-term and long-term corporate objectives.
As a result, each of our named executive officers accumulates substantial exposure to our stock price, which, when coupled with time- and performance-based vesting, we believe results in strong alignment of our executives’ interests with those of our shareholders. Furthermore, our insider trading policy prohibits short sales, trading in derivative instruments and other inherently speculative transactions in our equity securities by our employees and related persons, and our board of directors requires that 10% of the shares resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by our Executive Chairman, Chief Executive Officer and Deputy Chief Executive Officers (“directeurs généraux délégués”) be held by such persons until the termination of their respective offices. For 2017, Mr. Rudelle was our Executive Chairman, Mr. Eichmann was our Chief Executive Officer and Mr. Fouilland was our Deputy Chief Executive Officer.
The table below shows the total amount of exposure that each of our named executive officers had to our stock price as of March 31, 2018, including both vested and unvested equity awards.
Name
Ordinary Shares and ADSs (1)
Securities underlying option awards (2)
Securities underlying RSU and PSU awards (3)
Total
Jean-Baptiste Rudelle
1,176,127
677,529
56,010
1,909,666
Eric Eichmann
15,125
691,737
128,678
835,540
Benoit Fouilland
107,869
449,034
49,426
606,329
Mary Spilman
0
267,143
30,960
298,103
Dan Teodosiu
7,059
258,908
38,235
304,202
 
 
 
 
 
 
 
Total for all named executive officers:
3,953,840
 
 
 
 
 
(1) The amounts shown in this column reflect securities beneficially owned by each of our named executive officers, determined in accordance with the applicable rules of the SEC, other than (i) Ordinary Shares issuable upon the exercise of share options and warrants that are immediately exercisable or exercisable within 60 days after March 31, 2018 (which are included in the “Securities underlying equity awards” column), and (ii) Ordinary Shares issuable upon the vesting of RSUs or PSUs within 60 days after March 31, 2018 (which are included in the “Securities underlying RSU and PSU awards” column). For more information about the beneficial ownership of our securities, please see “Ownership of Securities.”
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2017, please see “Compensation Tables—Outstanding Equity Awards at 2017 Fiscal Year End.” For more information on the most recent stock option grants made to our executive officers, please see the Form 4s filed with the SEC by each of our named executive officers on March 20, 2018.
(3) The amounts shown in this column reflect PSUs that have been determined by our board of directors to have been earned by the applicable named executive officer pursuant to the applicable performance criteria. For more information on the PSUs held by each of our named executive officers as of December 31, 2017, please see “Compensation Tables—Outstanding Equity Awards at 2017 Fiscal Year End.” For more information on the performance criteria applicable to PSU awards, please see “—Long-Term Incentive Compensation.”
Other Compensation Information
Employee Benefit Programs
Each of our executive officers is eligible to participate in the employee benefit plans available to our employees in the country in which they are employed, including medical, dental, group life and disability insurance, in each case on the same basis as other employees in such country, subject to applicable law. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace.

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Health, welfare and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.
Our retirement savings plan for U.S. employees is a tax-qualified 401(k) retirement savings plan (the “401(k) Plan”), pursuant to which all employees, including any named executive officer employed by our U.S. subsidiary (Criteo Corp.), are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Code. In 2017, we provided a 100% matching contribution on employee contributions up to the first 3% of eligible compensation and a 50% matching contribution for the next 2% of eligible compensation. Mr. Eichmann and Ms. Spilman were the only named executive officers to participate in the 401(k) plan in 2017.
Perquisites and Other Personal Benefits
We provide limited perquisites to our named executive officers. For more information on the perquisites and other personal benefits provided to our named executive officers, please refer to footnote (8) to the Summary Compensation Table in “Executive Compensation – Compensation Tables” included elsewhere in this proxy statement.
Stock Ownership Requirements
Our board of directors requires that 10% of the shares resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by our Executive Chairman, Chief Executive Officer and Deputy Chief Executive Officers (“directeurs généraux délégués”) be held by such persons until the termination of their respective offices. For 2017, Mr. Rudelle was our Executive Chairman, Mr. Eichmann was our Chief Executive Officer and Mr. Fouilland was our Deputy Chief Executive Officer.
Timing of Compensation Actions
Compensation, including base salary adjustments, for our named executive officers is reviewed annually, usually in the first quarter of the fiscal year, and upon promotion or other changes in job responsibilities.
 Equity Grant Policy
We do not have, nor do we plan to establish, any program, plan or practice to time stock option grants in coordination with releasing material non-public information.
Short Sale and Derivatives Trading Policy
Our insider trading policy prohibits short sales, trading in derivative instruments and other inherently speculative transactions in our equity securities by our employees and related persons.
Implementation of Executive Compensation Recovery (“Clawback”) Policy
In April 2018, we adopted a “clawback” policy with respect to certain compensation earned by or paid to our executive officers after the effective date of the policy, which, to the extent permitted by applicable law, will allow us to recoup performance-based equity awards and cash bonuses from our Chief Executive Officer and certain other executive officers (including our named executive officers) if (i) the amount of any such incentive payments was based on the achievement of financial results that were subsequently the subject of an amendment or restatement, and the applicable incentive payment would not have been made to the executive officer based upon the restated financial results, or (ii) the executive engaged in misconduct.
Risks Related to Compensation Policies and Practices
As part of the board of directors’ risk oversight role, our compensation committee at least annually reviews and evaluates the risks associated with our compensation programs. The compensation

43




committee has reviewed our compensation practices as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. In making this determination, the compensation committee considered the following:
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.

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COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

THE COMPENSATION COMMITTEE
James Warner (Chair)
Edmond Mesrobian
Rachel Picard


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COMPENSATION TABLES
Summary Compensation Table
The following Summary Compensation Table sets forth, for the three years ended December 31, 2017, 2016 and 2015, respectively, the compensation earned by our Chief Executive Officer, Chief Financial Officer and our three other executive officers, who are referred to collectively as our named executive officers.
Name and Principal Position (1)
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock 
Awards
($)(5)(6)
 
Option 
Awards
($)(5)
 
Non-Equity 
Incentive 
Plan 
Compensation
($)(7)
 
All Other 
Compensation
($)(8)
 
Total
($)
Jean-Baptiste Rudelle (2)
 
2017
 
62,468
 

 
245,352

 
248,844

 
51,099

 
75,612

 
683,375

Executive Chairman
 
2016
 
275,677
 

 
1,321,250

 
1,257,323

 
269,447

 
152,323

 
3,276,020

 
 
2015
 
516,343
 

 
1,795,089

 
1,627,017

 
464,709

 
148,601

 
4,551,759

Eric Eichmann (3)
 
2017
 
560,000
 

 
2,453,522

 
2,488,441

 
458,080

 
9,400

 
5,969,443

Chief Executive Officer
 
2016
 
520,019
 

 
3,598,140

 
2,514,646

 
530,640

 
85,641

 
7,249,085

 
 
2015
 
489,164
 

 
816,020

 
1,932,294

 
352,198

 
58,700

 
3,648,377

Mary Spilman (4)
 
2017
 
480,000
 

 
883,268

 
895,839

 
416,640

 
10,650

 
2,686,397

Chief Operating Officer
 
2016
 
472,500
 

 
951,300

 
905,273

 
455,868

 
10,600

 
2,795,541

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Benoit Fouilland
 
2017
 
387,207
 

 
1,128,620

 
1,144,683

 
237,552

 
14,617

 
2,912,679

Chief Financial Officer
 
2016
 
335,369
 

 
1,099,280

 
1,046,092

 
244,938

 
14,491

 
2,740,170

 
 
2015
 
314,338
 

 
979,069

 
887,464

 
198,033

 
15,857

 
2,394,761

Dan Teodosiu (4)
 
2017
 
352,923
 

 
981,409

 
995,376

 
179,567

 
565

 
2,509,840

Chief Technology Officer
 
2016
 
320,981
 

 
951,300

 
905,273

 
156,478

 
4,552

 
2,338,584

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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, and certain amounts payable to Mr. Eichmann (prior to 2017) were paid in British pounds. 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, 2017, 2016 and 2015 is as follows:
Date
Euro to U.S. Dollar Conversion Rate
British Pound to U.S. Dollar Conversion Rate
12/31/17
1.129354
N/A
12/31/16
1.106830
1.351193
12/31/15
1.108775
1.528447
(2)
Prior to January 1, 2016, Mr. Rudelle served as Chairman and Chief Executive Officer. All of the amounts shown in the “All Other Compensation” column and 50% of the other amounts shown in the Summary Compensation Table for Mr. Rudelle for 2017 were paid to Mr. Rudelle in his capacity as Chairman of the Company.
(3)
Prior to January 1, 2016, Mr. Eichmann served as Chief Operating Officer and President.
(4)
Ms. Spilman and Mr. Teodosiu first became executive officers on March 1, 2017. Prior to October 2017, Ms. Spilman served as Chief Revenue Officer of the Company.
(5)
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 18 of our Annual Report on Form 10-K as filed with the SEC on March 1, 2018. The amounts reported for 2015 and 2016 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 2015 and 2016, please refer to Note 19 of our Annual Report on Form 10-K as filed with the SEC on March 1, 2017.

46




(6)
The amounts reported in the “Stock Awards” column represent the grant date fair value of the 2015, 2016 and 2017 PSU awards at target, which also reflects the maximum award.
(7)
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, 2017, 2016 and 2015 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 2017.
(8)
The amounts reported in the “All Other Compensation” column for 2017 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 and amounts reimbursed by the Company to the executive.
    
Named Executive Officer
Unemployment Insurance Premiums
($)(a)
Life Insurance and Disability Benefit Plan Contributions
($)(b)
Defined Contribution Plan Payments
($)(c)
Tax Reimbursements
($)(d)
Tax Preparation and Planning Services
($)(e)
Other Payments
($)(f)
Jean-Baptiste Rudelle
35,641
39,971
Eric Eichmann
9,400
Mary Spilman
10,650
Benoit Fouilland
13,186
1,431
Dan Teodosiu
565
(a)
As the Executive Chairman 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, in the event of a termination of his employment and $12,691 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 includes premium cost and $6,241.27 in social charges remitted to France by us pursuant to French law.
(c)
Represents the cost to us of our employer contributions to the 401(k) plan accounts of Mr. Eichmann 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.
(e)
Represents the costs to us of tax preparation and planning services provided to Mr. Rudelle.
(f)
Represents bonus amounts paid to Mr. Teodosiu during 2017 in respect of successful patent applications, in accordance with his employment agreement.

47




Grants of Plan-Based Awards Table 2017
The following table sets forth the grants of plan-based awards to the named executive officers during the year ended December 31, 2017.
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 
(#)
 
All Other Option Awards: Number of Securities Underlying Options
(#)(3)
 
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
 

 

 
275,677

 
551,353

 

 

 

 

 

 

 

 

 
 
6/27/17

 

 

 

 
4,000

 
5,000

 
5,000

 

 

 

 

 
245,352

 
 
6/27/17

 

 

 

 

 

 

 

 
13,100

 
48.61

 
48.42

 
248,844

Eric Eichmann
 

 

 
560,000

 
1,120,000

 

 

 

 

 

 

 

 

 
 
6/27/17

 

 

 

 
40,000

 
50,000

 
50,000

 

 

 

 

 
2,453,522

 
 
6/27/17

 

 

 

 

 

 

 

 
131,000

 
48.61

 
48.42

 
2,488,441

Mary Spilman
 

 

 
480,000

 
960,000

 

 

 

 

 

 

 

 

 
 
6/27/17

 

 

 

 
14,400

 
18,000

 
18,000

 

 

 

 

 
883,268

 
 
6/27/17

 

 

 

 

 

 

 

 
47,160

 
48.61

 
48.42

 
895,839

Benoit Fouilland
 

 

 
290,405

 
580,811

 

 

 

 

 

 

 

 

 
 
6/27/17

 

 

 

 
18,400

 
23,000

 
23,000

 

 

 

 

 
1,128,620

 
 
6/27/17

 

 

 

 

 

 

 

 
60,260

 
48.61

 
48.42

 
1,144,683

Dan Teodosiu
 

 

 
211,754

 
423,508

 

 

 

 

 

 

 

 

 
 
6/27/17

 

 

 

 
16,000

 
20,000

 
20,000

 

 

 

 

 
981,409

 
 
6/27/17

 

 

 

 

 

 

 

 
52,400

 
48.61

 
48.42

 
995,376

(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 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 for 2017.
(2)
On June 27, 2017, the named executive officers received a grant of PSUs. Since the 2017 Revenue ex-TAC performance goal was achieved at approximately 88%, 50% of the PSUs were earned. Fifty percent of the earned PSUs, consituting 25% of the initial grant, will vest on the second anniversary of the date of grant, and the remaining earned PSUs (the remaining 25% of the initial grant) will vest in eight equal quarterly installments thereafter, based on continued employment. 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 2017.
(3)
The named executive officers each received a grant of stock options on June 27, 2017, 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 12 equal quarterly installments thereafter, based on continued employment.
(4)
Pursuant to our 2014 Stock Option Plan and 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 and PSU awards made in 2017. Grant date fair values are calculated pursuant to assumptions set forth in Note 18 of our Annual Report on Form 10-K as filed with the SEC on March 1, 2018.

48





Executive Employment Agreements
We have entered into an offer letter agreement or employment agreement with each of the named executive officers, the material terms of which are described below. Each of the agreements with our named executive officers is for an indefinite term. The provisions of these arrangements relating to termination of employment are described under “Potential Payments Upon Termination or Change of Control” below. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program” for a discussion of the elements of compensation of each of the named executive officers for the year ended December 31, 2017.
Mr. Rudelle
Mr. Rudelle is not party to an employment agreement with Criteo S.A. Prior to August 1, 2014, Mr. Rudelle served exclusively as the Chief Executive Officer and Chairman of Criteo S.A. Effective August 1, 2014, and in addition to continuing to serve as our Chairman and Chief Executive Officer, Mr. Rudelle became the Chief Executive Officer of Criteo Corp., our wholly-owned U.S. subsidiary. In connection with his appointment to the position of Chief Executive Officer of Criteo Corp., we entered into an at-will offer letter agreement with Mr. Rudelle. As of January 1, 2016, Mr. Rudelle transitioned from his role of Chief Executive Officer and Chairman of the board of directors of Criteo S.A. and Chief Executive Officer of Criteo Corp. to the role of Executive Chairman. Under the terms of his offer letter agreement, for the year ended December 31, 2017, Mr. Rudelle was entitled to receive an annual base salary of $28,000 and a target annual bonus opportunity equal to 100% of his base salary, each subject to periodic review and adjustment. In addition, as our Executive Chairman, Mr. Rudelle receives compensation in his capacity as the Chairman of Criteo S.A., as described in footnote 2 to the “Summary Compensation Table” above.
Mr. Eichmann
As of January 1, 2016, Mr. Eichmann was promoted to the role of Chief Executive Officer of Criteo S.A. Prior to January 1, 2016, Mr. Eichmann served as our Chief Operating Officer and President. Under the terms of his management agreement, for the year ended December 31, 2017, Mr. Eichmann was entitled to receive an annual base salary of $560,000 and an annual target bonus opportunity equal to 100% of his annual base salary, with a maximum annual bonus opportunity equal to 200% of his annual base salary, each subject to periodic review and adjustment.
Mr. Fouilland
We entered into an employment agreement effective as of March 1, 2012 with Mr. Fouilland, our Chief Financial Officer. Under the terms of his employment agreement, for the year ended December 31, 2017, Mr. Fouilland was entitled to receive an annual base salary of €342,857 (equivalent to approximately $387,207, converted into U.S. dollars pursuant to the exchange rate noted in footnote 1 to the Summary Compensation Table), and an annual target bonus opportunity equal to 75% of his annual base salary.
Ms. Spilman    
We entered into an employment agreement effective as of July 30, 2014 with Ms. Spilman, currently our Chief Operating Officer and formerly our Chief Revenue Officer. Under the terms of her employment agreement, for the year ended December 31, 2017, Ms. Spilman was entitled to receive an annual base salary of $480,000 and an annual target bonus opportunity equal to 100% of her annual base salary, with a maximum annual bonus opportunity equal to 200% of her annual base salary.
Mr. Teodosiu
We entered into an employment agreement effective as of November 20, 2012 with Mr. Teodosiu, our Chief Technology Officer. Under the terms of his employment agreement, for the year ended December 31, 2017, Mr. Teodosiu was entitled to receive an annual base salary of €312,500 (equivalent to approximately $352,923, converted into U.S. dollars pursuant to the exchange rate noted in footnote 1 to the Summary Compensation Table), and an annual target bonus opportunity equal to 60% of his annual base salary.

49





Outstanding Equity Awards at 2017 Fiscal Year End
The following table sets forth the number of securities underlying outstanding equity awards held by the named executive officers as of December 31, 2017.
 
 
 
 
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)(4)
 
Market 
Value of 
Shares or 
Units of 
Stock That 
Have Not 
Vested
($)(5)
 
Equity 
Incentive 
Plan 
Awards: 
Number of 
Unearned 
Shares, 
Units or 
Other 
Rights 
That Have 
Not Vested 
(#)(1)(4)(6)
 
Equity 
Incentive 
Plan 
Awards: 
Market or 
Payout 
Value of 
Unearned 
Shares, 
Units or 
Other 
Rights 
That Have 
Not 
Vested 
($)(5)
Jean-Baptiste Rudelle
 
4/30/12
 
77,773

 

 

 
7.87

 
4/30/22

 

 

 

 

 
 
7/30/14
 
267,540

 
61,741 (2)

 

 
30.82

 
7/30/24

 

 

 

 

 
 
10/29/15
 
55,000

 
55,000 (2)

 

 
39.00

 
10/29/25

 
23,010

 
598,950

 

 

 
 
6/28/16
 
21,857

 
36,426 (2)

 

 
42.68

 
6/28/26

 

 

 

 

 
 
7/28/16
 
7,372

 
16,220 (2)

 
 
 
41.99

 
7/28/26

 
30,500

 
793,915

 

 

 
 
6/27/17
 

 
13,100 (2)

 
 
 
48.61

 
6/27/27

 

 

 
5,000

 
130,150

Eric Eichmann
 
4/18/13
 
20,000

 

 

 
13.69

 
4/18/23

 

 

 

 

 
 
9/3/13
 
29,754

 

 

 
15.95

 
9/3/23

 

 

 

 

 
 
1/29/15
 
88,617

 
40,283 (2)

 

 
39.78

 
1/29/25

 

 

 

 

 
 
10/29/15
 

 

 

 

 

 
10,460

 
272,274

 

 

 
 
1/29/16
 

 

 

 

 

 
32,218

 
838,635

 

 

 
 
6/28/16
 
43,713

 
72,854 (2)

 

 
42.68

 
6/28/26

 

 

 

 

 
 
7/28/16
 
14,745

 
32,438 (2)

 

 
41.99

 
7/28/26

 
61,000

 
1,587,830

 

 

 
 
6/27/17
 

 
131,000 (2)

 

 
48.61

 
6/27/27

 

 

 
50,000

 
1,301,500

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
 
30,000

 
30,000 (2)

 

 
39.00

 
10/29/25

 
12,550

 
326,677

 

 

 
 
6/28/16
 
18,185

 
30,307 (2)

 

 
42.68

 
6/28/26

 

 

 

 

 
 
7/28/16
 
6,134

 
13,494 (2)

 

 
41.99

 
7/28/26

 
25,376

 
660,537

 

 

 
 
6/27/17
 

 
60,260 (2)

 

 
48.61

 
6/27/27

 

 

 
23,000

 
598,690

Mary Spilman
 
10/29/14
 
5,000

 
50,000 (2)

 

 
30.95

 
10/29/24

 

 

 

 

 
 
6/28/16
 
8,237

 
26,227 (2)

 

 
42.68

 
06/28/26

 

 

 

 

 
 
7/28/16
 
5,309

 
11,677 (2)

 

 
41.99

 
7/28/26

 
21,960

 
571,619

 

 

 
 
6/27/17
 

 
47,160 (2)

 

 
48.61

 
6/27/27

 

 

 
18,000

 
468,540

Dan Teodosiu
 
2/7/13
 
4,500

 
4,500 (2)

 
 
 
13.04

 
2/7/23

 

 

 

 

 
 
7/30/14
 
7,750

 
11,625 (2)

 
 
 
30.82

 
7/30/24

 

 

 

 

 
 
10/29/15
 
3,750

 
15,000 (2)

 
 
 
39.00

 
1/29/25

 
6,275

 
163,338

 

 

 
 
6/28/16
 
15,737

 
26,227 (2)

 
 
 
42.68

 
6/28/26

 

 

 

 

 
 
7/28/16
 
5,309

 
11,677 (2)

 
 
 
41.99

 
7/28/26

 
21,960

 
571,619

 

 

 
 
6/27/17
 

 
52,400 (2)

 
 
 
48.61

 
6/27/27

 

 

 
20,000

 
520,600

(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.

50




(2)
The stock options will generally vest as to 25% of the grant on the first anniversary of the date of grant and in 12 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
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 8 equal quarterly installments thereafter, based on continued employment.
(5)
Determined with reference to $26.03, the closing price of an ADS on December 29, 2017.
(6)
Reflects the total amount of PSUs granted to our named executive officers. Based on the achievement of the 2017 Revenue ex-TAC performance goal at 88% (as determined by the board of directors in 2017), 50% of the PSUs were earned. Fifty percent of the earned PSUs, constituting 25% of the initial grant, will vest on the second anniversary of the date of grant, and the remaining earned PSUs (the remaining 25% of the initial grant) will vest in eight equal quarterly installments thereafter. The vesting of the quarterly installments is subject to continued employment. 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 2017.

Option Exercises and Stock Vested in 2017
The following table summarizes for each named executive officer the stock option exercises and shares vested from outstanding stock awards during the year ended December 31, 2017.
 
 
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
 
 
 
23,010
 
959,977
Eric Eichmann
 
180,246
 
6,774,769
 
10,460
 
435,211
Benoit Fouilland
 
199,825
 
7,802,317
 
12,550
 
519,445
Mary Spilman
 
77,500
 
1,524,084
 
 
Dan Teodosiu
 
27,250
 
642,654
 
6,275