Share-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants (Bons de Souscription d'Actions or "BSAs").

During the three months ended March 31, 2020, there was one grant of RSUs under the Employee Share Option Plan 12 as defined in Note 20 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

On March 2, 2020, 40,240 RSUs were granted to Criteo employees subject to continued employment and 43,217 RSUs and 43,217 PSUs were granted to a member of the management subject to continued employment.

There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 20 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020.

Change in Number of BSPCE/OSA/RSU/BSA


	OSA/BSPCE	RSU	BSA	Total
Balance at January 1, 2020	2,559,534	4,978,987	363,767	7,902,288
Granted	—	126,674	—	126,674
Exercised (OSA/BSPCE/BSA)	(5,700)	—	—	(5,700)
Vested (RSU)	—	(640,528)	—	(640,528)
Forfeited	(107,929)	(275,710)	(12,742)	(396,381)
Expired	(3,600)	—	—	(3,600)
Balance at March 31, 2020	2,442,305	4,189,423	351,025	6,982,753

Breakdown of the Closing Balance


	OSA/BSPCE		RSU	BSA

Number outstanding	2,442,305		4,189,423	351,025
Weighted-average exercise price	€	23.01	NA	€	14.82
Number vested	1,815,222		NA	154,576
Weighted-average exercise price	€	24.40	NA	€	17.42
Weighted-average remaining contractual life of options outstanding, in years	5.8		NA	7.4

Reconciliation with the Unaudited Consolidated Statements of Income


	Three Months Ended
	March 31, 2019														March 31, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(3,846)	$	(5,955)	$	(2,516)	$	(12,317)	$	(2,369)	$	(3,619)	$	(1,988)	$	(7,976)
Share options / BSPCE	(179)		(246)		(780)		(1,205)		—		(61)		(94)		(155)
Total share-based compensation	(4,025)		(6,201)		(3,296)		(13,522)		(2,369)		(3,680)		(2,082)		(8,131)
BSAs	—		—		(360)		(360)		—		—		(372)		(372)
Total equity awards compensation expense	$	(4,025)	$	(6,201)	$	(3,656)	$	(13,882)	$	(2,369)	$	(3,680)	$	(2,454)	$	(8,503)