Not independent
Tenure on this board
1.3 yrs
8 nominees · 13 ballot items.
Renew directors; advisory vote on executive compensation; approve 2025 statutory and consolidated financial statements and allocation of results; approve indemnification agreement; authorize share buybacks and related capital reductions and cancellations; authorize equity awards (options, RSUs, PSUs) and set share reserve; delegate capital increase authorities (various methods) including green shoe and company savings plan; amend bylaws to update record date.
Re-elect Michael Komasinski to the Board for a two-year term.
Re-elect Marie Lalleman to the Board for a two-year term.
Re-elect Ernst Teunissen to the Board for a two-year term.
Re-elect Edmond Mesrobian to the Board for a two-year term.
Say-on-pay advisory vote to approve NEO compensation disclosed in the proxy statement.
This is an annual, non-binding advisory 'say-on-pay' proposal requesting shareholder support for the compensation of named executive officers as described in the Compensation Discussion and Analysis and related tables. Management seeks endorsement of its pay philosophy — which emphasizes performance-based variable pay, a large equity component with PSUs and RSUs, and clawback and ownership guidelines — and points to alignment with peers, recent CEO recruitment and one-time retention adjustments, and payout outcomes in 2025 (near-target annual bonuses and PSU payouts). The Board recommends a FOR vote arguing the program incentivizes long-term value creation, retention, and alignment with shareholders, while noting governance safeguards (clawback, no single-trigger change-in-control payments, insider trading restrictions). Shareholders should weigh the board’s rationale, recent exceptional CEO adjustments (one-time RSU supplement and PSU modifications), and overall realized pay versus performance when evaluating this advisory item.
Approve Criteo S.A.’s 2025 French GAAP statutory financial statements.
Approve the Group’s 2025 consolidated financial statements (IFRS).
Approve allocation of Criteo S.A.’s 2025 result (loss) to retained earnings.
Approve indemnification and liability insurance agreement with director Stefanie Jay under Articles L.225-38 et seq. of French Commercial Code.
Request asks shareholders under French related-party rules to approve an indemnification and D&O-liability insurance agreement the Board authorized for new director Stefanie Jay. Under French law such arrangements require shareholder ratification; the company says the agreement is in the form previously used for other directors and excludes coverage for willful misconduct, fraud, criminal acts and derivative claims. The Board/Oversight committees view this as customary and necessary to recruit and retain qualified directors in competition with U.S. peers.
Authorize share repurchases up to 10% of share capital for specified purposes (M&A consideration, employee plans, offers to shareholders), with price and aggregate USD cap set by independent expert.
Management seeks shareholder authority to repurchase up to 10% of outstanding shares (5% for M&A consideration) under French law for uses including M&A consideration, settlement of employee equity plans and offers to shareholders, within a price range ($10.40–$46.31) and an aggregate U.S. dollar cap (~$257.8 million) established with an independent expert. The Board argues this provides capital flexibility to execute acquisitions and to use treasury shares for employee awards, limiting dilution; program cannot be used during an unsolicited takeover and will be implemented subject to legal conditions and reporting. The proposal supersedes prior authorizations and is time-limited (12 months).
Authorize cancellation of repurchased shares (buyback) for capital reduction up to 10% of share capital in any 24-month period.
As a companion to the buyback authorization, management asks shareholders to empower the Board to cancel repurchased shares and reduce share capital (up to 10% of share capital in any 24-month period). This formal approval enables net reduction in share capital following repurchases, consistent with prior Board actions and French corporate procedures; time-limited and replaces prior similar authorization.
Authorize cancellation of shares acquired under Article L.225-208 (e.g., buybacks) and reduce share capital up to amount equal to 10% of share capital.
Shareholders are asked to allow the Board to cancel shares acquired under Article L.225-208 and reduce share capital by up to €139.15m (10% of capital as of 12/31/25). This lets the Company comply with the legal requirement to cancel treasury shares that are not allocated within statutory timeframes and replace a prior authorization; time-limited (12 months) and not available during a public tender offer.
Authorize Board to repurchase up to ~20% of share capital with intent to cancel, effecting capital reduction up to €278.3m; sets maximum per-share price and aggregate cap.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 15.8% | 7,948,434 | $142M |
| 2 | DnB Asset Management AS | 9.2% | 4,630,958 | $83M |
| 3 | Senvest Management, LLC | 9.1% | 4,597,322 | $82M |
| 4 | MORGAN STANLEY | 5.6% | 2,803,375 | $50M |
| 5 | BlueCrest Capital Management Ltd | 4.5% | 2,260,000 | $41M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 4.2% | 2,108,099 | $38M |
| 7 | MORGAN STANLEY | 4.1% | 2,041,376 | $37M |
| 8 | JANUS HENDERSON GROUP PLC | 3.5% | 1,769,644 | $32M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.8% | 1,385,281 | $25M |
| 10 | Nierenberg Investment Management Company, LLCActivist | 2.1% | 1,052,787 | $19M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.