DEF 14A of Criteo S.A., Apr 26, 2024

DEF 14A of Criteo S.A.

Filed Apr 26, 2024 · FY20230001576427-24-000052

Open on EDGAR

  1. Director and Director Nominee Biographies

    Director and Director Nominee Biographies Presented below is information with respect to the Board of Director’s seven incumbent directors and its director nominees. The information presented below for each such person includes the specific experience, qualifications, attributes and skills that led the Board of Directors to conclude that such person should serve on the Board of Directors.

  2. Director and Director Nominee Biographies

    | Megan Clarken CEO & Director Age: 57 Director since: 2020 | Professional Experience | | | •Chief Commercial Officer (Nielsen Global Media), President (Watch) & President (Product Leadership & International Media), Nielsen (2004 – 2019) •Operations Consultant, Akamai Technologies (2002 – 2003) •Director (Production), nineMSN (1997 – 2000) | | | Key Skills & Qualifications | | | •Technology/ AdTech Expertise: As CEO of the Company, Ms. Clarken has overseen Criteo’s transformation into the end-to-end AdTech platform of choice in Retail and Commerce Media –with $4 billion in activated media spend flowing through the platform in 2023. •Corporate Finance / M&A Experience: Under Ms. Clarken’s leadership, the Company has expanded its Retail Media, Commerce Media and omnichannel capabilities through the acquisitions of Mabaya, Iponweb and Brandcrush, becoming the only unified, AI-driven platform that directly connects advertisers with retailers and publishers to drive commerce everywhere. •Strategy / Business Transformation Experience: During Ms. Clarken’s tenure at Nielsen Global Media, she was the chief architect of Nielsen’s Total Audience Strategy, which fundamentally changed the way the marketplace looked at content and ads across platforms and devices. •Global Business Experience: As the former President of Watch (media measurement services) and President of Project Leadership and International Media at Nielsen Global Media, Ms. Clarken led the U.S. Media and International Watch commercial teams and was responsible for Nielsen's commercial business across 45 international markets. | | | Other Public Boards (within past five years) | | | •Director, Capgemini (EPA: CAP) (2023 – Present) |

  3. Director and Director Nominee Biographies

    | Rachel Picard Chairperson of the Board & Independent Director Age: 57 Director since: 2017 Committee: Compensation and Nomination & Corporate Governance | Professional Experience | | | •Chief Executive Officer of SNCF Voyages (2014 – 2020) •Chief Executive Officer of SNCF Gares & Connexions at SNCF Group (2012 – 2014) •Chief Executive Officer of Thomas Cook France and Deputy General Manager of Tour Operating and Marketing at Thomas Cook Group | | | Key Skills & Qualifications | | | •Business Transformation: As the former CEO of SNCF Voyages, Ms. Picard brings extensive expertise in overseeing and executing successful transformations of large businesses to Criteo’s boardroom. She led a comprehensive transformation of SNCF Train Stations and the TGV business model, which increased growth, quality and profitability and launched two new services that expanded the company’s market reach. •Digital and E-Commerce Strategies: Ms. Picard has over 20 years of experience leading innovative product design projects and her strategic vision has supported early integrated digital efforts in e-commerce, including as the former Head of voyages-sncf.com. Her first-hand knowledge in developing and executing digital strategies adds significant digital innovation and e-commerce expertise to the Board of Directors to guide Criteo’s unified technology platform. •Global CEO Experience: Ms. Picard successfully developed and led corporate strategies, including as CEO of SNCF Voyages and SNCF Gares & Connexions, where she drove the implementation of technology enhancements and service improvement of its high-speed train network, strengthening the long-term value of SNCF for customers and investors. She brings valuable experience leading large, complex companies that supports the ability of Criteo’s Board of Directors to effectively oversee management and increase accountability. | | | Other Public Boards (within past five years) | | | •Director, AXA S.A. (EPA: CS) (2022 – Present) •Member, Supervisory Board of Rocher Participations (2020 – Present) •Director, Compagnie des Alpes (EPA: CDA) (2009 – 2022) | | | Education | | | •Master’s Degree, HEC Paris |

  4. Director and Director Nominee Biographies

    | Nathalie Balla Independent Director & Vice Chairman Age: 56 Director since: 2017 Committee: Audit | Professional Experience | | | •Co-owner and Chief Executive Officer (2014 – 2022), Chief Executive Officer (2009 – 2014), La Redoute •Co-owner and Managing Director (2014 – 2022), Relais Colis •Managing Director, Robert Klingel Europe (2005 – 2008) •Executive Committee (International Operations), Quelle and Neckermann (2001 – 2005) •Managing Director, Quelle Versand and Mode&Preis Switzerland (1998 – 2001) •Managing Director, Madeleine Switzerland and Austria (1992 – 1998) •Auditor, Price Waterhouse Switzerland (1990 – 1991) | | | Key Skills & Qualifications | | | •Retail Media Expertise: Ms. Balla brings extensive experience in retail media and a keen understanding of how to successfully influence customers at points of purchase having served as CEO of La Redoute, the number one online retailer for apparel and home & decoration in France and one of Europe's largest home shopping organizations. •Global Business Experience: Throughout her career, Ms. Balla has led multi-country teams in the retail industry, including serving as a key leader in charge of international operations at German retailer Quelle and Neckermann and as the CEO of La Redoute at Redcats, part of Kering. •Strategy / Business Transformation Experience: Ms. Balla led the turnaround and successful transformation of Relais Colis and La Redoute by leveraging her deep experience in the digitalization of physical retail to grow sales. •Corporate Finance / M&A Experience: Ms. Balla led the acquisition, capital raising and transformation of Relais Colis and La Redoute, leading to the ultimate sale of La Redoute to Galeries Lafayette Group and Relais Colis to Walden Group in 2022. | | | Other Public Boards (within past five years) | | | •Director, Edenred (OTCMKTS: EDNMY) (2023 – Present) •Director, IDI (EPA: IDIP) (2021 – Present) •Director, DEE Tech (acquired July 2023) (2021 – 2023) | | | Current Organizations | | | •Partner, 50 Partners Digital, Healthcare, Impact (2023 – Present) •Vice-President, FEVAD (2014 – 2022) | | | Education | | | •PhD in Business Administration (Finance and Accounting), Sankt Gallen University •Master Degree, École supérieure de commerce (ESCP-EAP) of Paris |

  5. Director and Director Nominee Biographies

    | Frederik van der Kooi Independent Director Age: 57 Director since: 2023 Committee: Audit | Professional Experience | | | •Microsoft Corporation ◦Corporate Vice President (Microsoft Advertising) (2010 – 2021) ◦Corporate Vice President & COO (Online Services Division) (2009 – 2010) ◦Corporate Vice President & CFO (Online Services Division and Windows) (2006 – 2009) ◦General Manager (Finance – EMEA) (2003 – 2006) ◦Senior Finance Director (Western Europe) (2001 – 2003) ◦Finance Director (Benelux) (1999 – 2001) •Previously held numerous finance and business roles at General Motors including CFO of IBC Vehicles | | | Key Skills & Qualifications | | | •Technology / AdTech Expertise: Mr. van der Kooi has deep expertise in digital advertising, leading Microsoft’s digital advertising business for over a decade, covering search, display, native, retail media and video offerings and leading strategy, sales, marketing and partnerships globally. •Corporate Finance / M&A Experience: Mr. van der Kooi led Microsoft’s acquisitions and integration of PromoteIQ in retail media, Xandr and others, and closed transformative business partnerships with Yahoo, AOL, AppNexus and global agency partners. •Strategy / Business Transformation Experience: Mr. van der Kooi built and scaled Microsoft’s global advertising business fivefold over a decade, reaching ~$10bn by the end of his tenure. •Global Business Experience: Throughout his career, Mr. van der Kooi has led multi-country teams and held positions of leadership in the United States, Western Europe and the United Kingdom. | | | Education | | | •Master of Business Administration, Instituto de Estudios Superiores de la Empresa (IESE) •Bachelor of Business Administration, Nyenrode University |

  6. Director and Director Nominee Biographies

    | Marie Lalleman Independent Director Age: 59 Director since: 2019 Committee Chair: Nomination & Corporate Governance | Professional Experience | | | •Global External Advisor (Customer/Marketing, Data and Retail Practices, Bain & Company) •The Nielsen Company ◦Executive Vice President (Global Strategic Partners, France/USA) (2017 – 2021) ◦Global Partner, Amazon (Retail, Advertising) (2017 – 2021) ◦Global Operating Leadership Team, USA (Nielsen Media) (2017 – 2021) ◦Retailers Global Partnership & Global Client Partner (Carrefour Group, France) (2007 – 2017) ◦Nielsen Executive Committee, Europe (2007 – 2017) ◦International Client Business Partner for EMEA, Asia, Latam (Unilever/Kimberly Clark, UK/France) (2001 – 2006) ◦Business Unit Director, EMEA (1998 – 2001) ◦International Client Director, Europe (1992 – 1997) •Held leadership positions at several other global companies including Dataquest (Dun & Bradstreet Group), EMS-Chemie and Carillon Importers | | | Key Skills & Qualifications | | | •Technology / AdTech Expertise: Ms. Lalleman’s tenure holding various senior positions at The Nielsen Company has given her deep global expertise with the retail and media digital players as well as an understanding of the transformation dynamics of the industry. •Strategy / Business Transformation Experience: With extensive leadership experience at Nielsen, particularly in driving data-driven strategic growth, Ms. Lalleman leveraged her deep expertise in retail, e-commerce and digital media to lead Nielsen in navigating digital disruption and business model transformation. •Global Business Experience: Throughout her career, Ms. Lalleman has led multi-country teams and has worked in a broad range of industries in the United States as well as in Western and Eastern Europe. •Retail Media: Ms. Lalleman brings extensive experience in understanding how retailers transform their business models implementing innovative enterprise data strategy and Retail Media solutions, having served as Global Strategic Partner with Nielsen for e-commerce, digital media & retail global players, and current retail advisory practice. | | | Current Organizations | | | •Member of the Advisory Board of Tech-for-Retail Conference | | | Other Public Boards (within past five years) | | | •Director & Chair of Nomination & Remuneration Committee, Trainline (LON: TRN) (2024–Present) •Director & Chair of the Remuneration Committee, Payfit SA (2023–Present) •Director & Chair of Nomination & Remuneration Committee, Patrizia (ETR: PAT) (2021–Present) | | | Education | | | •Diploma in International Business Management and Administration, Kedge School of Business |

  7. Director and Director Nominee Biographies

    | Edmond Mesrobian Independent Director Age: 63 Director since: 2017 Committee: Compensation | Professional Experience | | | •Chief Technology and Information Officer, Nordstrom (USA) (2018 – 2022) •Group Chief Technology Officer, Tesco (2015 – 2018) •Chief Technology Officer, Expedia Group (2011 – 2014) •Chief Technology Officer, RealNetworks (2003 – 2010) •Chief Technology Officer, ARTISTdirect (2002 – 2003) •Previously held various CTO and leadership positions at Amplified Holdings, Checkout.com and The Walt Disney Company | | | Key Skills & Qualifications | | | •Retail Media Expertise: Mr. Mesrobian was responsible for implementing Nordstrom’s first retail media solution in his role as its Chief Technology and Information Officer. •Technology / AdTech Expertise: Mr. Mesrobian has extensive experience as an information technology executive having served as Chief Technology Officer of several global companies, including Nordstrom, Tesco and Expedia, over 20+ years. •Strategy / Business Transformation Experience: Mr. Mesrobian has demonstrated expertise in crafting and executing corporate strategies to drive growth and innovation. During his time at Nordstrom, he focused on transforming the company into a digital first enterprise interconnected by the Nordstrom Analytical Platform to power customer, merchandising and inventory processes. At Tesco, as part of the company’s One Tesco initiative, he focused on strengthening the company's technological capabilities and creating innovative solutions for its customers. •Global Business Experience: Mr. Mesrobian has extensive experience leading teams at large international companies, including Tesco and Expedia, to enhance digital strategy and customer engagement efforts with global audiences. At RealNetworks, he focused on media solutions (music, video, and gaming) for direct-to-consumer subscription services as well as SaaS offerings to global telecom and cable operators. | | | Other Public Boards (within past five years) | | | •Director, Apigee Corporation (acquired in November 2016) (2015 – 2016) | | | Education | | | •Ph.D. in Computer Science, University of California, Los Angeles •Master of Science in Computer Science, University of California, Los Angeles •Bachelor of Science in Math and Computer Science, University of California, Los Angeles |

  8. Director and Director Nominee Biographies

    | Hubert de Pesquidoux Independent Director Age: 58 Director since: 2012 Committee Chair: Audit | Professional Experience | | | •Executive Chair, Mavenir Systems (2016 – Present) •Executive Partner, Siris Capital (2012 – Present) •Executive Advisor, Telmar Network Technology (2009 – 2014) •The Alcatel-Lucent Company ◦President (Enterprise Business Group) & CFO (2006 – 2009) ◦President & Chief Executive Officer (North America) (2003 – 2006) ◦CEO (Alcatel Canada) (2000 -2002) ◦CFO (Alcatel USA) (1998 – 2000) ◦Corporate Treasurer (1991 – 1995) | | | Key Skills & Qualifications | | | •Technology / AdTech Expertise: Mr. de Pesquidoux has a deep understanding of sector trends and dynamics with extensive experience making control investments and/or serving data/telecom, technology and technology-enabled business service companies focused on North America (including Mavenir, Tekelec and Sequans Communications). •Corporate Finance / M&A Experience: As an Executive Partner at Siris Capital, Mr. de Pesquidoux has overseen numerous transactions in the technology space, including the sale of Tekelec to Oracle and the sale of a 50% ownership stake in Constant Contact to a consortium led by Clearlake Capital Group. During his tenure as a director at Thales, he oversaw Thales’s ~$2.3bn minority stake sale to Dassault Aviation. •Global Business Experience: Mr. de Pesquidoux spent over two decades in various leadership roles as a senior executive of Alcatel-Lucent, managing businesses across North America and Europe. •Capital Markets Experience: Mr. de Pesquidoux has deep expertise in public capital markets through his experience holding C-Level positions, including Chief Financial Officer, during his tenure at Alcatel-Lucent. | | | Other Public Boards (within past five years) | | | •Director and Chair of Audit Committee, Sequans Communications (NYSE: SQNS) (2011– Present) •Director, Radisys Corporation (acquired December 2018) (2012 – 2018) | | | Education | | | •Master in Law, University of Nancy II •Master in Economics and Finance, Institut d’Études Politiques de Paris •DESS in International Affairs, University of Paris Dauphine |

  9. Director and Director Nominee Biographies

    | Ernst Teunissen Director Nominee Age: 58 | Professional Experience | | | •Chief Financial Officer of TripAdvisor & Chief Executive – Viator, TheFork & CruiseCritic, business units of TripAdvisor (2015 – 2022) •Chief Financial Officer of Cimpress (2009 – 2015) •Founder, ThreeStone Ventures & Co-Founder, Manifold Partners (2003 – 2009) •Executive Director (Media & Communications), Morgan Stanley (1999 – 2003) •Senior Associate Director (Global Telecommunications), Deutsche Bank (1997 – 1999) •Senior Strategy Consultant, Monitor Company (1990 – 1997) | | | Key Skills & Qualifications | | | •Corporate Finance / M&A Experience: Most recently, Mr. Teunissen led global finance operations and was responsible for multiple acquisitions, investments and joint ventures as the CFO of TripAdvisor. Prior to that, as CFO of Cimpress, Mr. Teunissen oversaw revenue growth from $600 million to $1.8 billion and multiple successful acquisitions. •Capital Market Experience: Throughout his career as an investment banker and a public company CFO, Mr. Teunissen has executed a significant number of capital market transactions including IPOs, equity follow-ons and debt issuances. •Technology / AdTech Expertise: Mr. Teunissen has deep experience in consumer internet, online marketplaces and online advertising stemming from his tenure at TripAdvisor, where he drove growth acceleration of several business units, as well as his tenure at Cimpress. •Global Business Experience: Over the course of his 30-year career, Mr. Teunissen has held numerous leadership positions in the United States, Europe and Asia. | | | Current Organizations | | | •Advisory Board Member, Mount Auburn Hospital | | | Education | | | •MSc, University of Surrey •Master of Business Administration, University of Oregon •BBA, Nijenrode University, The Netherlands School of Business |

  10. RESOLUTIONS 1 TO 4: ELECTION OF DIRECTORS

    RESOLUTIONS 1 TO 4: ELECTION OF DIRECTORS

  11. General

    General Pursuant to our by-laws and in accordance with French law, our Board of Directors must be composed of between three and ten members. We currently have eight directors. Directors are elected, re-elected and may be removed at a shareholders’ general meeting with the affirmative vote of the majority of votes cast with respect to each Resolution. 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 majority of votes cast 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. Since April 2018, we have been in compliance with the French Law requiring that our Board of Directors be composed of no less than 40% men or women, respectively. The following table sets forth information regarding each continuing director and director nominee, including his or her age, as of March 31, 2024.

  12. General

    | Name | Age | Current Position | Director Since | Term Expiration Year | | Megan Clarken | 57 | Director | 2020 | 2024 | | Nathalie Balla(1) | 56 | Director | 2017 | 2025 | | Frederik van der Kooi(1) | 57 | Director | 2023 | 2025 | | Marie Lalleman (2) | 59 | Director | 2019 | 2024 | | Edmond Mesrobian(3) | 63 | Director | 2017 | 2024 | | Hubert de Pesquidoux(1) | 58 | Director | 2012 | 2025 | | Rachel Picard(2)(3) | 57 | Chairwoman | 2017 | 2025 | | Ernst Teunissen | 58 | Director Nominee | — | — |

  13. General

    | (1) Member of the audit committee. | | (2) Member of the nomination and corporate governance committee. | | (3) Member of the compensation committee. |

  14. General

    Mr. Mesrobian, while not a formal Audit Committee member, attended one committee meeting in 2023 to advise the Audit Committee on matters of cybersecurity. In addition, pursuant to French ordinance no. 2017-1386, Criteo has a social and economic committee (comité social et économique) that includes the employer and a staff delegation composed of representatives elected among the employees. Our social and economic committee was formed in May 2019 and replaced the former works council (comité d’entreprise). Two of these representatives are entitled to attend all meetings of the Board of Directors and meetings of the shareholders in an observer capacity.

  15. Director Nominees

    Director Nominees The Board of Directors, based on the recommendation of the nomination and corporate governance committee, has nominated Ms. Clarken, Ms. Lalleman, Mr. Mesrobian and Mr. Teunissen to be elected as directors at the Annual General Meeting. Mr. Warner, whose term expires at the Annual General Meeting, is not standing for re-election to our Board of Directors. Each of the nominees for director to be elected at the Annual General Meeting, other than Mr. Teunissen, currently serves as a director of the Company. Mr. Teunissen, who was identified by the executive search firm Heidrick & Struggles, was nominated by the Board of Directors for appointment as a member of the Board of Directors. The Board of Directors believes that Mr. Teunissen’s C-Suite public company experience, and his expertise in online advertising, global capital markets and mergers and acquisitions will allow him to make valuable contributions to the Board. Each director elected or re-elected at the Annual General Meeting will hold office until the 2026 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 Ms. Clarken, Ms. Lalleman, Mr. Mesrobian and Mr. Teunissen bring to our Board of Directors, we request that, pursuant to Resolutions 1 through 4, you approve: •the renewal of the term of office of Ms. Clarken; •the renewal of the term of office of Ms. Lalleman; •the renewal of the term of office of Mr. Mesrobian; and •the appointment of Mr. Teunissen. For the full text of Resolutions 1 to 4, please see Annex A. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RESOLUTIONS 1 TO 4.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. Director Compensation Table

    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 2023. Ms. Clarken, who serves as our Chief Executive Officer, is not included in this table, as she is not entitled to director compensation due to her service as an executive officer of the Company. The compensation received by Ms. Clarken for 2023 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.

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | Nathalie Balla(3) | 254,500 | — | — | — | — | 37,358 | 291,858 | | Frederik van der Kooi | 146,325 | — | — | — | — | 21,479 | 167,804 | | Marie Lalleman(4) | 243,400 | — | — | — | — | 104,314 | 347,714 | | Edmond Mesrobian(5) | 255,045 | — | — | — | — | 37,438 | 292,483 | | Hubert de Pesquidoux | 265,400 | — | — | — | — | 38,958 | 304,358 | | Rachel Picard | 404,328 | — | — | — | — | 159,687 | 564,015 | | James Warner(6) | 341,887 | — | — | — | — | 50,185 | 392,072 |

  19. Director Compensation Table

    | (1) These amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to the terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a one-year holding period. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of Ms. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. de Pesquidoux, $360,000 for Ms. Picard, $250,000 for Mr. Warner and $100,000 for Mr. van der Kooi. The total number of shares purchased by Ms. Balla, Ms. Lalleman, Mr. Mesrobian, Mr. de Pesquidoux, Ms. Picard, Mr. van der Kooi and Mr. Warner pursuant to this was 5,971, 7,000, 5,960, 6,000, 10,500, 2,600 and 7,300, respectively. | | (2) The amounts reported in the “All Other Compensation” column reflect gross-ups to the cash amounts paid to the directors on account of withholding taxes in the total amount of $37,358 for Ms. Balla, $44,507 for Ms. Lalleman, $37,438 for Mr. Mesrobian, $38,958 for Mr. de Pesquidoux, $72,194 for Ms. Picard, $50,185 for Mr. Warner and $21,479 for Mr. van der Kooi, and gross-ups in respect of social contributions in the amount of $87,493 for Ms. Picard and $59,807 for Ms. Lalleman. | | (3) The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1) 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 = $1.0616, €1.00 = $1.1039, €1.00 = $1.1125 and €1.00 = $1.054, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration. | | (4) The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1) 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 = $1.0616, €1.00 = $1.1039, €1.00 = $1.1125 and €1.00 = $1.054, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration. | | (5) The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $3,125 for his participation in one Audit Committee meeting due to his expertise in matters of cybersecurity. | | (6) Mr. Warner, whose term expires at the Annual General Meeting, is not standing for re-election. |

  20. Independent Director Compensation

    Independent Director Compensation The compensation committee is responsible for reviewing and recommending the compensation for the independent members of our Board of Directors for approval. The compensation committee reviews our independent director compensation periodically and, with the assistance of its independent compensation consultant, Compensia, Inc. (“Compensia”), designs and updates director compensation to maintain competitive but reasonable compensation levels and structures. In making decisions regarding independent director compensation, the compensation committee considers data provided by Compensia 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’s total average director compensation. For fiscal year 2023, Compensia conducted a review of our independent director compensation program compared to the competitive market. See “Executive Compensation—Compensation Discussion and Analysis” for details on the composition of our compensation peer group. Based on this review, we maintained the same independent director compensation structure for fiscal year 2023 that was in place for 2022. The following table sets forth a summary of Compensia’s review: (1) Excludes “All Other Compensation” as quantified in the Director Compensation Table above. Inclusive of such amounts, the Average Total Direct Compensation of Criteo’s non-employee directors is $337,186. (2) Excludes “All Other Compensation” as quantified in the Director Compensation Table above. Inclusive of such amounts, Total Cost of Governance is $2,360,304. The components of independent director compensation for 2023 were as follows:

  21. Independent Director Compensation

    | Compensation Element | Director Compensation | | Annual cash remuneration(1) | $50,000 | | Annual equity award - Chairwoman(2)(3) | $360,000 in shares purchased on the open market that are subject to a one-year holding period | | Annual equity award - Vice-chair(2)(3) | $250,000 in shares purchased on the open market that are subject to a one-year holding period | | Annual equity award - other non-employee directors(2)(3) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | | Committee membership remuneration(1) | $12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee | | Committee Chair remuneration(1) | $25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee | | New director equity award (one-time grant)(2)(4) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | | Chairwoman remuneration | $45,000(5), as well as certain insurance benefits including healthcare insurance for the chairwoman, her spouse and children, and life and disability insurance for the chairwoman only | | Vice chairman remuneration | $20,000 | | (1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors are allowed to attend one meeting per year (where in-person attendance otherwise would be required) 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’ or Committees’ 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) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a one-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents, a withholding tax of 12.8% payable by the Company; (ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% (prélèvements obligatoires) and social contributions of 17.2% (contributions sociales) payable by the Company (i.e., 30% in total); and (iii) when allocated to a French resident who is also the chairperson, a withholding tax of 12.8% (prélèvements obligatoires) and social security contributions of up to 23% (cotisations de sécurité sociale) payable by the Company. | | | (3) Directors do not receive the annual equity attendance remuneration for the year that they join the Board of Directors. | | | (4) Prorated for directors who join during the year. | | | (5) Such amount is equivalent to €42,389. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = 1.0616, which represents the exchange rate published by the Banque de France on February 23, 2023. | |

  22. Independent Director Compensation

    The compensation committee believes that a combination of cash and equity (via open market purchases) 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 or independent directors may not be granted stock options or RSUs. Accordingly, in 2023 and in previous years, we paid our independent directors additional remuneration for the purpose of purchasing Criteo shares on the open market. We believe the additional remuneration that we pay to directors to facilitate their investment in Company securities is a key element of our independent director compensation aligned with our strategy to remain competitive against our peers in the advertising technology and broader technology industries. In order to facilitate the investment in Criteo securities, each independent member of our Board of Directors currently receives (i) an initial grant of $200,000 to purchase shares of Criteo stock on the open market upon being appointed and (ii) for each subsequent fiscal year, an annual grant of $200,000 (for our general independent directors), $250,000 (for our vice-chairman) or $360,000 (for our chairwoman) to purchase shares of Criteo stock on the open market. The payment of this additional remuneration constitutes taxable compensation to these directors and is grossed up for certain withholding taxes and social security charges. The payment of this remuneration is assuming the independent director has attended 100% of the board’s scheduled in-person meetings for that year and it is reduced proportionately for any scheduled in-person meetings during that fiscal year that they do not attend. All such securities purchased on the open market by the independent directors are subject to a one-year holding period intended to function as a vesting period during which the director bears the risk of loss. Each independent director may elect to keep up to 30% of such remuneration in cash to pay his or her personal taxes or social security charges that arise in connection with such cash remuneration and to purchase securities with the remaining amount of cash received. Utilizing this method of cash remuneration followed by purchases of securities on the open market allows our independent directors to continue to acquire and hold Criteo equity but without any resulting incremental shareholder dilution.

  23. Executive Compensation Highlights for 2023 and Certain 2024 Decisions

    Executive Compensation Highlights for 2023 and Certain 2024 Decisions Highlights of our executive compensation program for 2023, and certain 2024 decisions, include the following: •We continue to maintain rigorous short- and long-term incentive compensation programs for our executive officers to ensure fair ongoing pay-for-performance outcomes and strong alignment with our shareholders: ◦In fiscal year 2023, consistent with solid financial performance and marked progress of the Company’s on-going transformation, the Board of Directors determined that our named executive officers demonstrated continued leadership and vision in developing our businesses and building long-term shareholder value; ◦We paid annual incentive bonuses to our active named executive officers with funding at between 116%-126% of target based primarily on our achievement of quantitative (Company financial performance) metrics along with the named executive officers’ achievement of qualitative metrics; •We updated our compensation peer groups to maintain alignment with key attributes of the Company (including our industry, market capitalization and certain financial metrics, including annual revenue and annual revenue growth), and determined executive compensation levels with reference, in part, to these reasonably comparable groups; •We continued the practice by which a majority of our executive officers’ target total direct compensation opportunity is performance-based and variable paid in the form of both short-term incentives and long-term equity-based incentives, including performance-based stock units (“PSUs”) and time-vesting restricted stock units (“RSUs”). Our long-term equity incentive awards vest over four years, and provide varied realizable pay opportunities for executives tied to growth in Company value over time or achievement of measurable, objective, pre-determined performance goals; and •In addition, for 2024, to respond to shareholder feedback and better align with market practice, we are significantly increasing the link between pay and performance in our long-term incentive (LTI) programs for our named executive officers by: increasing the percentage of LTI (70% for CEO and 60% for other executives) that will be performance-based pursuant to the grant of PSUs, basing half of the PSU opportunity on a new external market metric (relative TSR), and establishing multi-year performance periods for these relative TSR PSUs. In addition, the holding period for equity held by our non-executive directors has been extended from one to two years. We are convinced that these and other enhancements, will drive an even greater focus on long-term value creation for our shareholders. For additional information on these changes for 2024, see the section “Shareholder Feedback, Responses and Actions” toward the end of this Compensation Discussion & Analysis.

  24. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | ✓ Clawback policy requires recoupment of erroneously awarded incentive-based compensation paid to executive officers if our financial statements are the subject of an accounting restatement ✓ Performance-based equity incentives with long-term vesting requirements ✓ 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 two-year initial vesting cliff for PSUs and RSUs ✓ Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ✓ Limited executive perquisites ✓ Independent compensation consultant engaged by our compensation committee ✓ Annual board and committee self-evaluations ✓ Rigorous Section 16 executive officer share ownership requirement guidelines ✓ Maintain non-employee director share ownership requirement guidelines | ✗ No “single-trigger” change of control benefits ✗ No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally ✗ No tax “gross-ups” for change of control benefits ✗ No employment agreements with executive officers that contain guaranteed salary increases or equity compensation rights ✗ No discounted stock options or option re-pricings without shareholder approval ✗ No payment or accrual of dividends on unvested stock options, PSU or RSU awards |

  25. Executive Pay Mix

    Executive Pay Mix The charts below show the target total pay mix for each of Ms. Clarken, our Chief Executive Officer, Ms. Glickman, our Chief Financial Officer and Mr. Damon, our Chief Legal and Corporate Affairs Officer. The long-term compensation presented below is based on grant date fair values, and there is no assurance that these amounts will reflect their actual economic value or that such amounts will ever be realized. The charts illustrate the overall predominance of performance-based compensation and variable (as opposed to fixed) long-term incentive compensation through performance-based annual incentives and 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. For more information on the pay mix for our named executive officers, please see “Compensation Tables—Summary Compensation Table.”

  26. Participants in the Compensation Process

    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 for matters falling into the competence of the Board of Directors under French law and can only make recommendations to our Board of Directors in this respect. 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 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 Ms. Clarken, our Chief Executive Officer (other than with respect to her own compensation), and Compensia, the compensation committee’s independent 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 chairperson of the Board of Directors and the Chief Executive Officer with respect to the compensation of executive officers (other than with respect to her own compensation), Company and individual performance, perceived criticality, retention objectives, internal fairness, current compensation opportunities as compared to similarly situated executives at peer companies (based on a review of competitive market analyses prepared by Compensia) and other factors as it may deem relevant. Role of Compensation Consultant The compensation committee retains the services of Compensia as its independent compensation consultant. The mandate of the compensation consultant includes assisting the compensation committee in its review of executive and director compensation practices, including analysis of competitive market practices and the competitiveness of our executive officer pay levels, design of the Company’s annual and long-term incentive compensation plans, and executive compensation design. The compensation committee is responsible for oversight of the work of Compensia and annually evaluates the performance of Compensia. The compensation committee has discretion to engage and terminate the services provided by Compensia. At its meeting in October 2023, the compensation committee assessed the independence of Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Compensia from serving as an independent consultant to the compensation committee. Role of Chief Executive Officer Ms. Clarken attended compensation committee meetings and worked with the chair of the compensation committee and Compensia to develop compensation recommendations for the executive officers (excluding Ms. Clarken), based upon individual experience and breadth of knowledge, individual performance during the year and other relevant factors. The compensation committee works directly with Compensia to recommend to the Board of Directors compensation actions for individuals holding the position of Chief Executive Officer. In accordance with Nasdaq rules, the charter of the compensation committee provides that individuals holding the position of Chief Executive Officer are not present during deliberations or voting concerning their own compensation. 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 ensure that our compensation practices are competitive in the marketplace and to assess the reasonableness of compensation. Our peer companies in 2023 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 and updates our peer group, as appropriate, with the assistance of Compensia. The companies comprising the peer group for 2023 were selected on the basis of their comparability to Criteo in terms of broad industry (public internet software and services companies focused on advertising/media-related business in the United States and public 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 operating/net income), number of employees and other relevant factors. Based on this evaluation, the compensation committee selected the peer companies in the following table for 2023. 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 up to two times the Company’s revenue, and market capitalization between a quarter to four times the Company’s market capitalization. U.S. Peers:

  27. Participants in the Compensation Process

    Changes to our U.S. peer group from 2022 to 2023 include the addition of Digital Turbine, DoubleVerify Holdings, and Integral Ad Science Holding and the removal of Cardlytics, Cornerstone OnDemand, Mandiant, QAD, and Quotient Technology. Changes to our European peer group from 2022 to 2023 include the addition of Majorel Group Luxembourg S.A. and Stroer SE & Co. KGaA, and the removal of Micro Focus International plc, Mimecast, and Talend S.A. These changes result in a peer group that we believe is more closely aligned with Criteo’s financial and value criteria. In addition to reviewing data drawn from these peer groups, the compensation committee also reviews competitive compensation data from broader Radford Global Compensation survey cuts and Compensia databases. To assist the Company in making its executive compensation decisions for 2023, Compensia evaluated competitive market practices, considering base salary, target annual incentives as a percentage of base salary, annual incentive plan structures, target total cash compensation, target annual long-term incentive grant date fair values, equity award mixes and structures, 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 competitive with our peers and significant enough to ensure strong 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 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 fairness, current compensation opportunities as compared with similarly situated executives at peer companies (based on review of competitive market analyses prepared by Compensia) and other factors as it may deem relevant.

  28. Annual Incentive Bonus

    Annual Incentive Bonus The Company provides our executive officers with the opportunity to earn annual cash bonus awards pursuant to the Executive Bonus Plan (“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 a lesser degree, 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: (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 factors including individual performance. The Board of Directors is not required to set individual qualitative goals for a given year. 2023 Annual Bonus Incentive The performance measures and related target levels for the 2023 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 at meetings held in February 2023. In the first quarter of 2023, the Board of Directors, on the recommendation of 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%). All of our named executive officers participated in the 2023 EBP. Quantitative Goals The quantitative measures selected for the 2023 EBP were the 2023 achievement of financial targets in (i) Contribution ex-TAC,5 measured at constant currency, and (ii) Adjusted EBITDA, measured at constant currency at 2023 plan rates. These measures were selected by the Board of Directors because Contribution 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 Contribution 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 AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. In 2023 (as in 2018, 2019, 2021 and 2022), the Contribution ex-TAC measure and Adjusted EBITDA measure were given equal weight of 40% and 40%, respectively (collectively 80% for the quantitative goals). In setting the payout scale for both the Contribution ex-TAC portion and the Adjusted EBITDA portion of the quantitative goals, our compensation committee took into consideration the known and perceived challenges for the Company and the overall advertising technology industry for 2023, while remaining in line with market practices. The goals were set to be challenging, yet achievable. Finally, when determining quantitative performance, the Company's reported Contribution ex-TAC for 2023 is adjusted for EBP purposes by using the same exchange rate as was used to establish the Contribution ex-TAC targets in February 2023. The payout scale on the Contribution ex-TAC portion of the quantitative goals determined in early 2023 was as follows, with Contribution ex-TAC growth measured, in each case, on a constant-currency basis: •If 2023 Contribution ex-TAC was below $891 million, the payout on the Contribution ex-TAC portion of the qualitative goals would have been zero; 5 Contribution ex-TAC is a non-GAAP financial measure of profitability. •If 2023 Contribution ex-TAC was between $891 million and the $990 million target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between 50% and 100% of target; •If 2023 Contribution ex-TAC was between the $990 million target and the $1,089 million stretch target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between 100% and 150% of target; •If Contribution ex-TAC growth was between the $1,089 million stretch target and the $1,139 million maximum target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between 150% and 200% of target; and •If Contribution ex-TAC growth was $1,139 million greater, our executives could achieve the maximum payout on the Contribution ex-TAC portion of the quantitative goals, which was 200%. Viewed in terms of required year-over-year growth, the Contribution ex-TAC portion of the 2023 quantitative goals would require a minimum level of growth to receive any portion of this component of the annual cash bonus and 11.4% growth for a target level payout.

  29. Annual Incentive Bonus

    | 2022 Contribution ex-TAC* ($ millions) | 2023 Contribution ex-TAC Targets* | | | | | | | | | | Threshold | | Target | | Stretch | | Max | | | | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | | 889 | 891 | 0.2% | 990 | 11.4% | 1,089 | 22.5% | 1,139 | 28.1% |

  30. Annual Incentive Bonus

    *Presented in constant currency at 2023 plan rates. 2022 reported Contribution ex-TAC was $928.2 million. The payout scale on the Adjusted EBITDA portion of the quantitative goals determined in early 2023 was as follows, in each case calculated on an absolute basis and excluding currency impacts: •If 2023 Adjusted EBITDA was less than $238 million, the payout on the Adjusted EBITDA portion of the quantitative goals would have been zero; •If 2023 Adjusted EBITDA was between $238 million and the $280 million target, the payout on the Adjusted EBITDA portion of the quantitative goals would be between 50% and 100% of target; •If 2023 Adjusted EBITDA was between the $280 million target and the $322 million stretch target, the payout on the Adjusted EBITDA portion of the quantitative goals would be between 100% and 150% of target; •If 2023 Adjusted EBITDA was between the $322 million stretch target and the $343 million maximum target, the payout on the Adjusted EBITDA portion of the quantitative goals would be between 150% and 200% of target; and •If 2023 Adjusted EBITDA was $343 million or greater, our executives could achieve the maximum payout on the Adjusted EBITDA portion of the quantitative goals, which was 200%.

  31. Annual Incentive Bonus

    | 2023 Adjusted EBITDA Targets | | | | | Threshold | Target | Stretch | Max | | Amount ($ millions) | Amount ($ millions) | Amount ($ millions) | Amount ($ millions) | | 238 | 280 | 322 | 343 |

  32. Annual Incentive Bonus

    The quantitative goals determined in early 2023 and the achievement levels for such goals were designed to ensure proper alignment between the 2023 EBP and the internal 2023 financial plan supporting the guidance that we published at the beginning of 2023. The chart below sets forth the quantitative goals determined in early 2023 and the achievement levels for such goals, as well as actual Company performance for 2023 against which executive performance was measured.

  33. Annual Incentive Bonus

    | | | Payout Scale | | | | | | | | Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Bonus Factor Achievement | Plan Payout (Percent of Target) | | 2023 Contribution ex-TAC* | 40% | $891 million | $990 million | $1,089 million | ≥$1,139 million | $988 million* | 99% | 39.6% | | 2023 Adjusted EBITDA* | 40% | $238 million | $280 million | $322 million | ≥$343 million | $296 million | 119% | 47.6% |

  34. Annual Incentive Bonus

    *Calculated on a constant currency basis and using the same exchange rate as was used to set the targets in February 2023. The Company's as reported constant currency Contribution ex-TAC was $1,025.7 million. As shown above, year-over-year Contribution ex-TAC growth was 11.1% at constant currency, which resulted in a 99% payout for the Contribution ex-TAC portion of the quantitative goals, and Adjusted EBITDA was $296 million, which resulted in a payout of 119% on the Adjusted EBITDA portion of the quantitative goals. This resulted in a total of 107% of the target bonus amounts to the 2023 EBP participants with 100% achievement of the qualitative goals discussed below. Qualitative Goals Pursuant to the EBP, the Board of Directors selected individual qualitative goals for each of the 2023 EBP participants that were aligned to strategic performance objectives for those individuals. The qualitative goals were weighted 20% of the target bonus opportunity, and this component is evaluated at the discretion of the Board of Directors. These qualitative goals for 2023 were determined for Ms. Clarken, Ms. Glickman and Mr. Damon in the first half of 2023 by the compensation committee with the intent to be rigorous and difficult to achieve. The qualitative goals for 2023 included: (i) for Ms. Clarken, delivering against our numbers, securing the retailers, becoming the Commerce Media DSP for agencies and brands, differentiating though enabling Commerce Audiences across our brands, building on our performance advantage, making Criteo the most recognized and trusted brand for Commerce Media, attracting and retaining world-class talent, and executing on our plan to reduce our environmental footprint of our activities and champion DEI across our industry; (ii) for Ms. Glickman, supporting delivery of the 2023 operating plan, delivering operational efficiencies, supporting and enabling our product strategy, supporting new deals signing, growing certain partnerships and relationships with clients, strengthening and automating processes and tools, including driving actions for integration and optimization processes and delivering an impactful story to attract and retain new quality investors; and (iii) for Mr. Damon, enabling and supporting operational efficiencies, delivering certain partnerships and relationships with clients, ensuring customer satisfaction through efficient client contracting and onboarding processes, supporting the product team in defining identity and strategy, supporting the business in executing identify and data use strategy, building and executing the Company's corporate development pipeline, driving long-term shareholder and stakeholder value, working towards ensuring that laws and their interpretation enable data driven innovation and online advertising, working towards ensuring that the open internet remains a vibrant and competitive ecosystem. The compensation committee determined that the 2023 EBP participants exceeded the achievement of their respective qualitative objectives. The EBP, with Board of Directors approval, allows for over-achievement of qualitative objectives, provided that the total bonus cap of 200% of target is not exceeded, so individual payout results may vary based on individual performance outcomes. For the qualitative portion of the 2023 EBP (weighted 20% of the total EBP), the compensation committee recommended, and the Board of Directors approved, a 150% payout with respect to Ms. Clarken, a 150% payout with respect to Ms. Glickman, and a 200% payout with respect to Mr. Damon. 2023 Annual Cash Bonus Payouts The Board of Directors approved annual incentive bonus awards for each of the named executive officers as follows:

  35. Annual Incentive Bonus

    | Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement (80%) | Qualitative Goals Achievement (20%) | Funding Multiplier as % of Target | Actual Payout Amount | | Megan Clarken | 100% | $665,068 | 107% | 150% | 116% | $768,819 | | Sarah Glickman | 75% | $357,226 | 107% | 150% | 116% | $412,953 | | Ryan Damon | 65% | $295,795 | 107% | 200% | 126% | $371,519 |

  36. Long-Term Incentives

    Long-Term Incentives Long-term incentives in the form of equity awards represent an important tool for the Company to attract industry leaders of the highest caliber in the technology industry and to retain them for the long term. The majority of our named executive officers’ target total direct compensation opportunity is 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 drive the achievement of both near-term and long-term corporate objectives. Starting in 2018, the Board of Directors, after careful review by the compensation committee, resolved to use RSUs and PSUs to provide long-term incentives to executive officers pursuant to the Company's 2015 Time-Based Restricted Stock Unit Plan and 2015 Performance-Based RSU Plan. Time-Based Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units (“PSUs”) provide an appropriate balance between addressing retention objectives and driving corporate performance. The Board of Directors grants our executive officers additional equity awards each year as part of our annual review of our executive compensation program. The eligibility for, size of, and mix of any additional equity awards to each of our executive officers are determined on a discretionary basis taking into account the following factors: •each executive officer’s individual performance assessment, the results and contributions delivered during the year, as well as his or her anticipated potential future impact; •delivering equity values that are competitive, yet reasonable, when compared to the equity values delivered by the companies in our peer group to their executives with similar responsibility; •delivering equity award mixes that take into account our peer and broader market practices and key investor and investor advisor guidelines; •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 projected overall equity pool for the year and impact on available share reserves. Based on the foregoing factors, the Board of Directors, upon recommendation of the compensation committee, determined that the regular 2023 long-term incentive compensation to be granted to Ms. Clarken, Ms. Glickman and Mr. Damon should consist of an equal mix of RSUs and PSUs. The table below sets forth the equity awards granted by the Board of Directors to our named executive officers in 2023:

  37. Long-Term Incentives

    | Name | Shares Issuable Upon Vesting of PSUs Granted in 2023 (At Maximum)(1) | Shares Issuable Upon Vesting of RSUs Granted in 2023 | Total Value of Equity Awards in 2023 (in thousands)(2) | | Megan Clarken | 172,161 | 114,774 | $8,313 | | Sarah Glickman | 69,900 | 46,600 | $3,375 | | Ryan Damon | 46,600 | 31,067 | $2,250 | | (1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers, which represents the maximum possible achievement at 150% of target. As set forth in the section below, 114% of the target of Ms. Clarken’s, Ms. Glickman’s and Mr. Damon’s 2023 PSU awards were earned based on the level of performance achieved. | | | | | (2) The Board of Directors has standardized the pricing policy for all equity grants to an average of 45-trading-day closing price calculated on date of determination, the date of determination being five (5) trading days prior to the date on which the Board of Directors grants the equity award, provided that the fair market value should not be less or more than 10% of the closing price on the date of determination of the number of shares. The values shown are different from the grant date fair value of stock awards granted in 2023 as shown in the Summary Compensation Table, which is measured in accordance with the accounting standards of ASC Topic 718. | | | |

  38. Long-Term Incentives

    Performance Conditions and Vesting of PSU Grants Our Ordinary Shares subject to the PSUs granted to the named executive officers are earned contingent upon the attainment of financial goals set by the Board of Directors. In 2023, Ms. Clarken, Ms. Glickman and Mr. Damon were granted, assuming full potential (150% of target), 172,161, 69,900 and 46,600 PSUs, respectively, in the first quarter and the Board of Directors set 2023 Contribution Ex-TAC, Free Cash Flow and Contribution Ex-TAC from New Solutions goals for this grant. Following a review of prevailing market practice with the advice of Compensia, our Board of Directors granted these awards with a maximum payout opportunity tied to maximum defined performance levels at 150% of target (i) to create a long-term incentive opportunity to reward over-performance and (ii) because any excess (unearned) portion of the grant will be recaptured (and returned to the equity pool) the following year well in advance of its vesting date. Below we have described the application of the 2023 financial goals that apply to Ms. Clarken’s, Ms. Glickman’s and Mr. Damon’s 2023 PSU grants. Achievement in Contribution Ex-TAC, Free Cash Flow and Contribution Ex-TAC from New Solutions are important metrics 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 Contribution Ex-TAC, Free Cash Flow and Contribution Ex-TAC from New Solutions can have on the Company’s profitability and cash generation given the scalability of our operating model. As a result, given the increased focus that the Company is putting on optimizing the expense base and cash flow generation, as well as the increasing importance of New Solutions given the transformation of our industry, the compensation committee and Board of Directors determined that growth in these three metrics, with 25% weighting to each of Contribution Ex-TAC and Free Cash Flow and 50% weighting to Contribution Ex-TAC from New Solutions, was the appropriate performance measure for the 2023 PSU awards. Our compensation committee and Board of Directors believe that setting a one-year performance measurement period remained appropriate for 2023 (although, as noted in “Shareholder Feedback, Responses and Actions” below, it was determined that part of the PSU opportunity will be based on longer, multi-year performance periods starting in 2024). The following table sets forth the 2023 Contribution Ex-TAC goal for the 2023 PSU awards.

  39. Long-Term Incentives

    | 2023 Contribution Ex-TAC | Potential Percentage of PSUs Earned(1)(2) | | <$891 million | 0% | | $891 million | 50% (Threshold) | | $990 million | 100% (Target) | | $1089 million | 150% (Max) | | (1) Achievement is linear for Contribution Ex-TAC between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 100%. (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions metric below will be added to Contribution Ex-TAC to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at 100% payout. | |

  40. Long-Term Incentives

    The following table sets forth the 2023 Free Cash Flow goal for the 2023 PSU awards.

  41. Long-Term Incentives

    | 2023 Free Cash Flow | Potential Percentage of PSUs Earned(1) | | <$104 million | 0% | | $104 million | 50% (Threshold) | | $130 million | 100% (Target) | | $169 million | 150% (Max) | | (1) Achievement is linear for Free Cash Flow between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. | |

  42. Long-Term Incentives

    The following table sets forth the 2023 Contribution Ex-TAC from New Solutions goal for the 2023 PSU awards.

  43. Long-Term Incentives

    | 2023 Contribution Ex-TAC from New Solutions | Potential Percentage of PSUs Earned(1) | | <$436 million | 0% | | $436 million | 50% (Threshold) | | $484 million | 100% (Target) | | $557 million | 150% (Max) | | (1) Achievement is linear for Contribution Ex-TAC Non-retargeting Solutions between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. | |

  44. Long-Term Incentives

    Actual 2023 Contribution Ex-TAC, Free Cash Flow and Contribution Ex-TAC from New Solutions was $988 million, $153 million6 and $503 million, respectively, resulting in a 114% of target payout overall. 6 Actual 2023 Free Cash Flow was measured with the exclusion of the CNIL fine payment of $43 million, for which such required payment was issued by the Company in the third quarter of 2023. This fine involved protracted litigation, and given the potential amount due and exact timing of payment were unclear at the beginning of 2023 and was thus not included in the Free Cash Flow targets that were established, the Board of Directors reserved discretion to adjust the targets based on actual Free Cash Flow impacts by the CNIL payment. The Board of Directors therefore exercised its discretion to exclude the CNIL payment from the results assessment. For more information on the CNIL matter, refer to Note 20, Commitments and Contingencies, of our 2023 Annual Report on Form 10-K. Our compensation committee and Board of Directors believe that a time-based vesting requirement for any earned PSUs is important to provide additional retention incentives and longer term alignment with our shareholders. The PSUs earned with respect to 2023 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 would be subject to the recipient’s continued employment with the Company. As a result, none of the PSUs granted to and earned by Ms. Clarken, Ms. Glickman or Mr. Damon for 2023 will vest until March 2025 at the earliest. Vesting of RSU Grants Our standard RSU grants have a four-year vesting schedule, with 50% of the award vesting on the second anniversary of the date of grant, and the remainder vesting in equal quarterly installments thereafter over the subsequent two-year period.

  45. Equity Grant Policy

    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 or any plan to reprice any outstanding option awards.

  46. Risks Related to Compensation Policies and Practices

    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 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.

  47. Shareholder Feedback, Responses and Actions

    Shareholder Feedback, Responses and Actions Our compensation programs and metrics remain directly tied to shareholder value creation. We provide shareholders the opportunity annually to vote to approve our executive compensation program on an advisory basis. Historically, our executive compensation programs have received strong shareholder support (averaging more than 94% in the three years prior to 2023). While the 2023 say on pay vote passed (approximately 86% of the votes cast were in favor), the support from our shareholders was lower than in prior years. As a result, when we met with our shareholders as part of our regular engagement process, we sought feedback to determine how best to respond to the lower say on pay support. One important piece of feedback we received from our shareholders was that our performance-based long-term incentive awards were measured solely based on internal financial objectives and did not include any external market-based objectives. Shareholders also recommended that we eliminate the repetition of Contribution ex-TAC as a performance goal in both our annual incentive program and long-term incentive program and extend the performance measurement period for our performance-based long-term incentive awards from one year to two and three years. We were also encouraged to review the equity holding requirement for our directors. We value highly the perspectives and insights of our shareholders and accordingly, following a review of market practice with Compensia, our compensation committee considered and adopted a number of changes to our executive compensation program relating to our long-term incentive awards for 2024 with our shareholders’ feedback in mind, as described below.

  48. Certain changes to our 2024 Long-term Incentives

    Certain changes to our 2024 Long-term Incentives Introduction of TSR-Based PSUs For 2024, we introduced new performance criteria for PSUs with an external market-based performance metric of relative total shareholder return (TSR) to the long-term incentive program for our named executive officers. The use of relative TSR as a metric for performance-based awards is well-aligned with market practice at our peers and other similarly situated technology companies. Along with the introduction of TSR-based PSUs, we also increased the relative portion of the long-term incentive awards granted to our named executive officers that are comprised of performance-based awards. Specifically, we shifted our long-term incentive structure for our named executive officers from 50% time-based RSUs and 50% financial PSUs to the following: •30% time-based RSUs, 35% financial PSUs and 35% TSR-based PSUs for Ms. Clarken; and •40% time-based RSUs, 30% financial PSUs and 30% TSR-based PSUs for our Ms. Glickman and Mr. Damon. Improvements to Financial PSUs To eliminate the repetition of Contribution ex-TAC in both our annual incentive program and long-term incentive program, we also modified our 2024 financial PSUs to be determined based on a single performance metric that is critically important to our shareholders: Retail Media Contribution ex-TAC. Performance Measurement Periods & Vesting of Performance-based Long-term Incentive Awards Financial PSUs will retain a one-year performance period, and two-thirds will vest on the second anniversary of the grant date based on the performance assessed after year one; the remaining one-third will vest on the third anniversary of the grant date. TSR-Based PSUs will be subject to an extended performance measurement period as follows: 50% vesting based on performance through the second anniversary of the grant date; the remaining 50% vesting based on performance through the third anniversary of the grant date. Equity Holding Period for Directors Finally, the holding period for the shares purchased on the open market with the equity attendance remuneration paid to our independent directors for that purpose under our Independent Director Compensation program will be extended from one year to two years to ensure a longer-term commitment behind each share so purchased.

  49. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth, for the three years ended December 31, 2023, 2022 and 2021, respectively, the compensation earned by (i) our principal executive officer, (ii) our principal financial officer, and (iii) our other executive officer, other than the principal executive officer and the principal financial officer, who was serving as of the end of the fiscal year (collectively, our named executive officers).

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3)(4)(5) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Megan Clarken | 2023 | 665,000 | — | 7,729,000 | — | 768,819 | 50,844 | 9,213,663 | | Chief Executive Officer | 2022 | 650,000 | — | 6,075,000 | — | 292,500 | 46,202 | 7,063,702 | | | 2021 | 650,000 | — | 7,815,000 | — | 1,040,000 | 68,644 | 9,573,644 | | Sarah Glickman (1) | 2023 | 476,000 | — | 3,138,000 | — | 412,953 | 14,132 | 4,041,085 | | Chief Financial Officer | 2022 | 461,000 | — | 2,392,000 | — | 174,375 | 11,400 | 3,038,775 | | | 2021 | 450,000 | — | | — | 529,875 | 11,400 | 991,275 | | Ryan Damon | 2023 | 455,000 | — | 2,092,000 | — | 371,519 | 6,349 | 2,924,868 | | Chief Legal | 2022 | 437,000 | — | 1,531,000 | — | 128,700 | 10,739 | 2,107,439 | | and Corporate Affairs Officer | 2021 | 427,000 | — | 1,826,000 | — | 415,078 | 99,868 | 2,767,946 |

  51. Summary Compensation Table

    (1)Ms. Glickman did not receive an additional equity grant in 2021 due to her initial inducement grant in late 2020. (2)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars. In 2021, compensation was calculated in Euro and converted into dollars for this presentation. In 2022 and 2023 all compensation calculations were in U.S. dollars. The average exchange rate used for the purpose of the Summary Compensation Table, and, unless otherwise noted, the supporting tables that follow, for the year ended December 31, 2021 is as follows:

  52. Summary Compensation Table

    | Date | Euro to U.S. Dollar Conversion Rate | | 12/31/21 | 1.1326 |

  53. Summary Compensation Table

    (3)The 2021 actual stock award values are approximately 45% greater than the intended targets values due to a difference in the 30-day stock price average used for conversion ($24.47) and the actual price on the grant date ($35.46). (4)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 awards granted in 2023, 2022 and 2021 please refer to Note 16, Note 15 and Note 20 (Share-based Compensation), respectively, of our Annual Reports on Form 10-K, each as filed with the SEC on February 23, 2024, February 24, 2023 and February 25, 2022, respectively. (5)The amounts reported in the “Stock Awards” column represent the grant date fair value of the PSU awards at target (100%), for all years shown, computed in accordance with FASB ASC Topic 718. Note, however, that the maximum PSU payout possible for years 2022 and 2023 is 150% of target. For 2023, this would represent maximum stock award values of $9,661,000 for Ms. Clarken, $3,923,000 for Ms. Glickman, and $2,615,000 for Mr. Damon. (6)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, 2023, 2022 and 2021 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program—Annual Incentive Bonus” for the discussion and analysis of the annual cash incentives earned by each named executive officer in respect of 2023. (7)The amounts reported in the “All Other Compensation” column for 2023 include the benefits set forth in the table below. The incremental cost to the Company is based on premiums paid, amounts reimbursed by the Company to the executive.

  54. Summary Compensation Table

    | Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)(c) | Tax Assistance ($)(d) | | Megan Clarken | 2,322 | 13,200 | 13,899 | 21,423 | | Sarah Glickman | 932 | 13,200 | — | — | | Ryan Damon | 1,242 | — | 2,607 | 2,500 |

  55. Summary Compensation Table

    (a)Represents the cost of any life insurance and disability plan premium. (b)Represents the cost of our employer contributions to the 401(k) plan accounts of Ms. Clarken, Mr. Damon and Ms. Glickman, for those who elected to participate in our 401(k) plan. (c)Represents Company-paid taxes for items such as tax filing assistance. (d) Represents tax assistance to support filings related to trailing income from past international mobility or requirements triggered by working time spent in different countries.

  56. Grants of Plan-Based Awards Table 2023

    Grants of Plan-Based Awards Table 2023 The following table sets forth the grants of plan-based awards to the named executive officers during the year ended December 31, 2023.

  57. Grants of Plan-Based Awards Table 2023

    | Name | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Megan Clarken | — | 332,534 | 665,068 | 1,330,136 | — | — | — | — | — | — | — | | | 2/23/2023 | — | — | — | 57,387 | 114,774 | 172,161 | | — | — | 3,325,003 | | | 2/23/2023 | — | — | — | — | — | — | 114,774 | — | — | 3,325,003 | | Sarah Glickman | — | 178,613 | 357,226 | 714,452 | — | — | — | — | — | — | — | | | 2/23/2023 | — | — | — | 23,300 | 46,600 | 69,900 | — | — | — | 1,350,002 | | | 2/23/2023 | — | — | — | — | — | — | 46,600 | — | — | 1,350,002 | | Ryan Damon | — | 147,897 | 295,795 | 591,590 | — | — | — | — | — | — | — | | | 2/23/2023 | — | — | — | 15,534 | 31,067 | 46,600 | — | — | — | 900,011 | | | 2/23/2023 | — | — | — | — | — | — | 31,067 | — | — | 900,011 |

  58. Grants of Plan-Based Awards Table 2023

    (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 2023 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 2023. (2)The number of these PSUs that will be actually received by each named executive officer is determined in the following fiscal year. Of those PSUs actually received (or earned), 50% will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each quarter during the two-year period thereafter. (3)Represents the grant date fair value, measured in accordance with ASC Topic 718, of PSU awards and RSU awards made in 2023. Grant date fair values are calculated pursuant to assumptions set forth in Note 16 of our 2023 Annual Report on Form 10-K as filed with the SEC on February 23, 2024.

  59. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 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, 2023.

  60. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Megan Clarken | 12/11/19 | 195,371 | — | 16.61 | 12/11/29 | 0 | 0 | — | — | | | 02/25/21 | — | — | — | — | 68,876 | 1,743,940 | 68,876 | 1,743,940 | | | 02/24/22 | — | — | — | — | 156,132 | 3,953,262 | 156,132 | 3,953,262 | | | 02/23/23 | | | | | 286,935 | 7,265,194 | 286,935 | 7,265,194 | | Sarah Glickman | 10/23/20 | — | — | — | — | 55,162 | 1,396,702 | 55,162 | 1,396,702 | | | 02/24/22 | — | — | — | — | 61,469 | 1,556,395 | 61,469 | 1,556,395 | | | 02/23/23 | | | | | 116,500 | 2,949,780 | 116,500 | 2,949,780 | | Ryan Damon | 10/25/18 | 16,845 | — | 19.84 | 10/25/28 | 0 | 0 | 0 | 0 | | | 03/03/20 | — | — | — | — | 5,396 | 136,627 | 5,396 | 136,627 | | | 02/25/21 | — | — | — | — | 16,091 | 407,424 | 16,091 | 407,424 | | | 02/24/22 | — | — | — | — | 39,340 | 996,089 | 39,340 | 996,089 | | | 02/23/23 | | | | | 77,667 | 1,966,528 | 77,667 | 1,966,528 |

  61. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Refer to “Potential Payments upon Termination or Change of Control” below for circumstances under which the terms of the vesting of equity awards would be accelerated. (2)The stock options will generally vest as to 25% of the grant on the first anniversary of the date of grant and in 16 equal quarterly installments thereafter, based on continued employment. (3)The applicable exchange rate for the exercise price of the stock option and employee warrant awards shown in the Outstanding Equity Awards at Fiscal Year End table are as follows:

  62. Outstanding Equity Awards at 2023 Fiscal Year End

    | Date | Euro to U.S. Dollar Conversion Rate | | 10/25/18 | 1.1389 | | 12/11/19 | 1.1077 |

  63. Outstanding Equity Awards at 2023 Fiscal Year End

    (4)The PSUs will generally vest as to 50% of the earned amount on the second anniversary of the date of grant and in eight equal quarterly installments thereafter, based on continued employment. The PSUs for grant dates in 2023 are provided at the maximum possible payout at 150% of target. (5)The RSUs will generally vest as to 50% on the two-year anniversary of the grant date, and the remainder will vest in eight equal quarterly installments thereafter. (6)Determined with reference to $25.32, the closing price of an ADS on December 29, 2023.

  64. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 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, 2023.

  65. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Megan Clarken | — | — | 281,214 | 8,630,696 | | Sarah Glickman | — | — | 55,164 | 1,657,261 | | Ryan Damon | — | — | 57,016 | 1,785,969 |

  66. Potential Payments upon Termination or a Change of Control

    Potential Payments upon Termination or a Change of Control

  67. Estimated Potential Payments and Benefits

    Estimated Potential Payments and Benefits The following table estimates the potential amounts payable to our named executive officers in connection with certain terminations of their employment or a change of control of the Company, under the circumstances described in more detail above. The table reflects estimated amounts assuming that the termination of employment or other circumstance, as applicable, occurred on December 31, 2023. The actual amounts that would be paid upon a named executive officer’s termination of employment or a change of control can be determined only at the time of such event.

  68. Estimated Potential Payments and Benefits

    | POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL | | | | | | | | | | | Termination Without Cause | | | | Termination Without Cause or Resignation by the Executive With Change of Control | | | | | Name | Severance Pay ($) | Accelerated Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | | Megan Clarken | $1,340,000 | $6,833,809 | $23,849 | 8,197,658 | $1,340,000 | $11,509,323 | $23,849 | 12,873,172 | | Sarah Glickman | $420,000 | $- | $17,241 | 437,241 | $420,000 | $4,265,413 | $17,241 | 4,702,654 | | Ryan Damon | $379,500 | $- | $34,481 | 413,981 | $759,000 | $3,113,555 | $34,481 | 3,907,036 |

  69. Estimated Potential Payments and Benefits

    (1) Amount shown is based on full COBRA benefits continuation costs in the United States based on the current enrollment status of each executive. (2) The value shown includes the value of equity awards held by the executive that would become vested under the applicable circumstances. The value of stock options, to the extent applicable, is based on the excess, if any, of $25.32, the closing price of an ADS on December 29, 2023, over the exercise price of such options, multiplied by the number of unvested stock options or employee warrants held by the executive that would become vested under the applicable circumstances. The amount shown represents the value of the equity awards that would vest upon a change of control under the additional assumption that outstanding equity awards are not assumed or substituted in the change of control transaction, as described above in the “Potential Payments Upon Termination or Change of Control—Treatment Under Equity Plans” narrative.

  70. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the total annual compensation of our Chief Executive Officer to the median of the total annual compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that total compensation for Ms. Clarken, our Chief Executive Officer, for 2023 was $9,213,663, and the median of the total compensation of all of our employees (excluding Ms. Clarken) for 2023 was approximately $94,303. Accordingly, we estimate the ratio of Ms. Clarken’s total compensation for 2023 to the median of the total compensation of all of our employees (excluding Ms. Clarken) for 2023 to be approximately 98 to 1. We selected December 31, 2023, which is a date within the last three months of fiscal 2023, as the determination date to identify our median employee. To find the median of the annual total compensation of all our employees (excluding Ms. Clarken), we used the amount of salary, wages, overtime and bonus from our payroll records as our consistently applied compensation metric. In making this determination, we annualized the compensation for those employees who were hired during fiscal 2023 as permitted under SEC rules. We did not make any cost-of-living adjustments in identifying the median employee. After identifying the median employee, we calculated the annual total compensation for such employee using the same methodology we used for Ms. Clarken’s annual total compensation in the Summary Compensation table for fiscal year 2023. In accordance with SEC rules, we excluded all employees in certain non-U.S. jurisdictions that, in each case, constituted less than 0.69% of our total headcount. The excluded employees were located in Italy (24 employees), China (14 employees), the UAE (6 employees), Sweden (3 employees), Turkey (11 employees) and Netherlands (16 employees). The 74 excluded employees constituted 2.14% of our total number of 3,510 U.S. and non-U.S. employees as of December 31, 2023.

  71. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our "Compensation Discussion and Analysis". The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2023, compared to our total shareholder return (TSR) from December 31, 2019 through the end of each such year, and our net income and Adjusted EBITDA for each such year.

  72. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary | | Average Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | | | | Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | | Adjusted | | Year | for PEO | to PEO | for non-PEO NEOs | to non-PEO NEOs | Return | Return | Net Income ($ millions) | EBITDA ($ millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $9,213,663 | $8,037,540 | $3,482,977 | $2,911,501 | $146.11 | $130.27 | $55 | $302 | | 2022 | $7,063,702 | $109,157 | $2,573,107 | $-84,334 | $150.38 | $79.37 | $11 | $267 | | 2021 | $9,573,644 | $17,678,710 | $1,879,611 | $5,097,357 | $224.29 | $152.38 | $138 | $323 | | 2020 | $1,439,900 | $2,535,044 | $1,049,314 | $919,486 | $118.35 | $161.36 | $75 | $251 |

  73. PAY VERSUS PERFORMANCE

    (a) Megan Clarken has been our PEO since November 25, 2019. (b) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. (c) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

  74. PAY VERSUS PERFORMANCE

    | PEO | | | Prior FYE | 12/31/2022 | | Current FYE | 12/31/2023 | | Fiscal Year | 2023 | | Summary Compensation Table Totals | $9,213,663 | | − Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $-7,729,000 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,219,006 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $-970,870 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,304,741 | | − Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | ‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | | Compensation Actually Paid | $8,037,540 |

  75. PAY VERSUS PERFORMANCE

    *The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. (d) These amounts are the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

  76. PAY VERSUS PERFORMANCE

    | | Fiscal Year Position | | | | | Officer Name | 2020 | 2021 | 2022 | 2023 | | Sarah Glickman | NEO | NEO | NEO | NEO | | Ryan Damon | NEO | NEO | NEO | NEO | | Dave Anderson | NEO | N/A | N/A | N/A | | Benoit Fouilland | NEO | N/A | N/A | N/A |

  77. PAY VERSUS PERFORMANCE

    (e) These amounts are the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.

  78. PAY VERSUS PERFORMANCE

    | Average NEO | | | Prior FYE | 12/31/2022 | | Current FYE | 12/31/2023 | | Fiscal Year | 2023 | | Summary Compensation Table Total | $3,482,977 | | − Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(2,615,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $2,104,181 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(325,336) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $264,680 | | − Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | ‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | | Compensation Actually Paid | $2,911,501 |

  79. PAY VERSUS PERFORMANCE

    *Note that the fair value assumptions shown with respect to footnote (c) apply to the figures in this table as well. (f) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (g) The peer group used is the Nasdaq Internet Index, as used in the Company's performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (h) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. The amounts reported for 2020, 2021, and 2022 have been updated to U.S. GAAP net income. The previous year’s disclosure reported net income available to shareholders. (i) In the Company's assessment Adjusted EBITDA is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the company in 2023 to link compensation actually paid to performance. Adjusted EBITDA can be determined from net income by adding back financial income (expense), income taxes, depreciation and amortization, and adjusting to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Description of Relationships Between Compensation Actually Paid and Performance We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measure shown. Tabular List of Financial Performance Measures As described in greater detail in “Compensation Discussion and Analysis,” the objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term shareholder value. The most important financial performance measures used by the Board of Directors for the most recently completed fiscal year to link compensation actually paid to our named executive officers to the Company’s performance are as follows (unranked):

  80. PAY VERSUS PERFORMANCE

    | Most Important Financial Performance Measures | | Contribution ex-TAC | | Adjusted EBITDA | | Free Cash Flow | | Contribution ex-TAC New Solutions |