Share-Based Compensation

9 Months Ended

Sep. 30, 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 nine months ended September 30, 2020, there were four grants of RSUs and one grant of OSAs 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.

On April 23, 2020, 72,411 RSUs were granted to Criteo employees subject to continued employment and 140,513 OSAs were granted to a member of management subject to continued employment.

On June, 22, 2020, 1,626,850 RSUs were granted to Criteo employees, to certain senior managers and members of management subject to continued employment.

On July, 23, 2020, 43,480 RSUs were granted to Criteo employees 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/PSU	BSA	Total
Balance at January 1, 2020	2,559,534	4,978,986	363,767	7,902,287
Granted	140,513	1,869,415	—	2,009,928
Exercised (OSA/BSPCE/BSA)	(35,600)	—	(7,250)	(42,850)
Vested (RSU)		(1,130,171)	—	(1,130,171)
Forfeited	(331,724)	(809,281)	(12,742)	(1,153,747)
Expired	(3,600)	—	—	(3,600)
Balance at September 30, 2020	2,329,123	4,908,949	343,775	7,581,847

Breakdown of the Closing Balance


	OSA/BSPCE		RSU	BSA

Number outstanding	2,329,123		4,908,949	343,775
Weighted-average exercise price	€	21.89	NA	€	15.12
Number vested	1,733,069		—	168,756
Weighted-average exercise price	€	24.53	NA	€	17.58
Weighted-average remaining contractual life of options outstanding, in years	5.55		NA	7.04

Reconciliation with the Unaudited Consolidated Statements of Income


	Three Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(3,190)	$	(3,741)	$	(3,360)	$	(10,291)	$	(3,333)	$	(2,957)	$	(595)	$	(6,885)
Share options / BSPCE	(22)		(68)		(435)		(525)		—		(233)		661		428
Total share-based compensation	(3,212)		(3,809)		(3,795)		(10,816)		(3,333)		(3,190)		66		(6,457)
BSAs	—		—		(349)		(349)		—		—		(346)		(346)
Total equity awards compensation expense	$	(3,212)	$	(3,809)	$	(4,144)	$	(11,165)	$	(3,333)	$	(3,190)	$	(280)	$	(6,803)


	Nine Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(10,988)	$	(14,365)	$	(9,372)	$	(34,725)	$	(7,771)	$	(8,092)	$	(5,168)	$	(21,031)
Share options / BSPCE	423		463		(1,861)		(975)				(288)		(73)		(361)
Total share-based compensation	(10,565)		(13,902)		(11,233)		(35,700)		(7,771)		(8,380)		(5,241)		(21,392)
BSAs	—		—		(1,060)		(1,060)		—		—		(1,073)		(1,073)
Total equity awards compensation expense	$	(10,565)	$	(13,902)	$	(12,293)	$	(36,760)	$	(7,771)	$	(8,380)	$	(6,314)	$	(22,465)