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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)


France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


(Title of class)		(Trading Symbol(s))	(Name of exchange on which registered)
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share		CRTO	Nasdaq Global Select Market
Ordinary shares, nominal value €0.025 per share	*		Nasdaq Global Select Market	*

* Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated

filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of

the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period

pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2025, the last

business day of the registrant's most recently completed second fiscal quarter, was $1,254 million, based on the closing

price of the American Depositary Shares as reported by the Nasdaq Global Select Market on such date. Ordinary shares,

nominal value €0.025 per share, held by each officer and director and by each person who owns or may be deemed to

own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be

affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 19, 2026, the registrant had 49,859,086 ordinary shares, nominal value €0.025 per share,

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment” or "Form 10-K/A") amends our Annual Report on Form 10-

K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on

February 26, 2026 (the “Original 10-K”), to include the information required by Items 10 through 14 of Part III of the

Original 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to

Form 10-K, which permits such information to be incorporated by reference to our annual meeting definitive proxy

statement filed no later than 120 days after our fiscal year-end. We are filing this Amendment to present the information

required by Part III of Form 10-K as we will not file our annual meeting definitive proxy statement within 120 days of the

end of our fiscal year ended December 31, 2025.

Pursuant to SEC rules, Part IV, Item 15 has also been amended to contain the currently dated certificates from the

Company’s principal executive and financial officer and principal accounting officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002. The certificates of the Company’s principal executive and financial officer and principal

accounting officer are attached to this Amendment as Exhibits 31.3 and 31.4. Because no financial statements have been

included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and

308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the

certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this

Amendment.

Except for the information described above, the Company has not modified or updated disclosures provided in the Original

10-K in this Amendment. Accordingly, this Amendment does not reflect events occurring after the filing of the Original 10-K

or modify or update those disclosures affected by subsequent events. Information not affected by this Amendment is

unchanged and reflects the disclosures made at the time the Original 10-K was filed.

CRITEO S.A.

AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K

For The Fiscal Year Ended December 31, 2025

TABLE OF CONTENTS


PART III
Item 10	Directors, Executive Officers and Corporate Governance	2
Item 11	Executive Compensation	17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13	Certain Relationships and Related Transactions, and Director Independence	60
Item 14	Principal Accounting Fees and Services	62
PART IV
Item 15	Exhibits and Financial Statement Schedules	63
Annex A	Reconciliation of Cash from Operating Activities to Free Cash Flow	A-1

General

Except where the context otherwise requires, all references in this Amendment to the "Company," "Criteo," "we," "us," "our"

or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Amendment, references to "$" and

"US$" are to United States dollars. Our audited consolidated financial statements have been prepared in accordance with

accounting principles generally accepted in the United States of America, or GAAP. Unless otherwise indicated, the

statistical and financial data contained in this Amendment are presented as of December 31, 2025.

Trademarks

"Criteo," the Criteo logo and other trademarks or service marks of Criteo appearing in this Amendment are the property of

Criteo. Trade names, trademarks and service marks of other companies appearing in this Amendment are the property of

their respective holders.

Special Note Regarding Forward-Looking Statements

This Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), that are based on our management’s beliefs and assumptions and on information currently available to our

management. All statements other than present and historical facts and conditions contained in this Amendment, including

statements regarding our future results of operations and financial position, business strategy, plans and objectives for

future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to

differ materially. When used in this Amendment, the words "anticipate," "believe," "can," "could," "estimate," "expect,"

"intend," "is designed to," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "will," "would"

or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A "Risk Factors" of this Amendment for a discussion of important factors that may cause our

actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these

factors, we cannot assure you that the forward-looking statements in this Amendment will prove to be accurate.

Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the

significant uncertainties in these forward-looking statements, you should not regard these statements as a representation

or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We

undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

You should read this Amendment and the documents that we reference in this Amendment and have filed as exhibits to this

Amendment completely and with the understanding that our actual future results may be materially different from what we

expect. We qualify all of our forward-looking statements by these cautionary statements.

This Amendment contains market data and industry forecasts that were obtained from industry publications. These data

and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such

information. We have not independently verified any third-party information. While we believe the market position, market

opportunity and market size information included in this Amendment is generally reliable, such information is inherently

imprecise.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Director and Director Nominee Biographies

Presented below is information with respect to the Board of Director’s eight 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.


Michael Komasinski CEO & Director Age: 55 Director since: 2025	Professional Experience
	•Chief Executive Officer of the Americas, President of Global Data and Technology, dentsu (2023 – 2025) •Global Chief Executive Officer, Merkle (2015 – 2023) •Chief Operating Officer, Razorfish (2014 – 2015) •President, Schawk Retail Marketing, SGK (2010 – 2014) •Vice President Global Operations, Nielsen (2003 – 2010)
	Key Skills & Qualifications
	•Technology / AdTech / Retail Media Expertise: Mr. Komasinski brings over 20 years of AdTech expertise and a proven track record of driving accelerated growth, AI-driven innovation and scale. He has vast retail media expertise, having grown Merkle's retail media consulting practice and combining it with dentsu's leading media buy-side capabilities. •Strategy / Business Transformation Experience: At dentsu, Mr. Komasinski led the technological transformation of its product suite during a time of rapid innovation. Those efforts included embedding AI across dentsu’s products and platforms to enhance value for clients and defining dentsu’s client-facing data drive, technology strategy, which resulted in significant enterprise client wins. •Global Business Experience: Prior to joining dentsu, Mr. Komasinski was responsible at Merkle for overseeing a staff of more than 14,000 employees in over 50 locations throughout the Americas, EMEA, and APAC. He previously served in leadership positions at Razorfish, Schawk Retail Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council and the Interactive Advertising Bureau (IAB).
	Current Organizations
	•Director, Ad Council (2023 – Present) •Director, Interactive Advertising Bureau (IAB) (2025 – Present)
	Education
	•Bachelor of Science in Engineering and Philosophy, Vanderbilt University •MBA degree, Indiana University’s Kelley School of Business


Frederik van der Kooi Chairperson of the Board & Independent Director Age: 59 Director since: 2023 Committee: Nomination & Corporate Governance	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


Nathalie Balla Independent Director Age: 58 Director since: 2017 Committee: Audit and Compensation	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 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


Marie Lalleman Independent Director Age: 61 Director since: 2019 Committee Chair: Nomination & Corporate Governance	Professional Experience
	•Global External Advisor (Customer/Marketing, Data and Retail Practices, Bain & Company) •Chairwoman of the Advisory Board of Vusion S.A. •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
	•Chairwoman of Advisory Board of Vusion S.A. (2024 – Present) •Member of the Advisory Board of Tech-for-Retail Conference
	Other 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 – 2024)
	Education
	•Diploma in International Business Management and Administration, Kedge School of Business


Edmond Mesrobian Independent Director Age: 65 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 Boards
	•Director, Apigee Corporation (acquired in November 2016) (2015 – 2016) •Director, Entain Plc (May 2025 – present)
	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


Rachel Picard Independent Director Age: 59 Director since: 2017 Committee: Nomination & Corporate Governance	Professional Experience
	•Co-founder and Chief Executive Officer of Velvet (2024 – Present) •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 (2010 – 2012)
	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. She also brings an entrepreneurial experience, building business models and growth expertise as co-founder and CEO of a greenfield train operator, backed by an investment of 1 billion euros.
	Other Boards (within past five years)
	•Director, AXA S.A. (EPA: CS) (2022 – Present) •Member, Supervisory Board of Rocher Participations (2020 – 2024) •Director, Compagnie des Alpes (EPA: CDA) (2009 – 2022)
	Education
	•Master’s Degree, HEC Paris


Ernst Teunissen Independent Director Age: 59 Director since: 2024 Committee Chair: Compensation Committee: Audit and Compensation	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.
	Other Boards (within past five years)
	•Member, Supervisory Board & Audit Committee, Just Eat Takeaway.com NV (2024 – Present) •Director, Chair of Audit Committee & Member of Audit Committee, Printful (2021 – Present) •Director, Supervisory Board, LuxExperience B.V. (2025 – Present)
	Education
	•Post-Graduate Diploma, University of Surrey •Master of Business Administration, University of Oregon •BBA, Nijenrode University, The Netherlands School of Business


Stefanie Jay Independent Director Age: 47 Director Since: 2025 Committee: Audit	Professional Experience
	•Senior Vice President and Chief Business and Strategy Officer, eBay, Inc (2021 – 2024) •Walmart, Inc ◦Vice President and General Manager (Walmart Media Group (now Walmart Connect)) (2017 – 2021) ◦Vice President and Head of M&A and Strategic Partnerships, Global eCommerce (2015 – 2017) •Goldman Sachs & Co. ◦Vice President, Investment Banking Division (2013 – 2015) ◦Vice President and Head of Client Strategy Group, Executive Office (2009 – 2012) ◦Vice President, Consumer Retail Group, Investment Banking Division (2001 – 2009)
	Key Skills & Qualifications
	•Retail Media Expertise: Ms. Jay served as Vice President and General Manager at Walmart Connect, where she transformed its advertising business, grew revenue over 7x and significantly scaled its platform and operations. •E-commerce and Global Business Experience: Ms. Jay brings nearly 20 years of experience across omnichannel retail, e-commerce, and global digital marketplaces and most recently served as Senior Vice President and Chief Business and Strategy Officer of eBay. At eBay, Ms. Jay led the development of a new strategic vision and planning approach, contributing to its return to growth and improved operating margins. •Corporate Development / M&A Experience: Ms. Jay brings strong experience in global strategy and corporate development. She led global M&A and business development initiatives at Walmart, including the acquisition of Jet.com and key strategic investments and partnerships. At eBay, Ms. Jay also led the acquisition and integration of five category-leading companies, notably Goldin Auctions and TCG Player, and 10 investments to strengthen eBay’s category positioning. •Capital Markets Experience: Ms. Jay spent over a decade at Goldman Sachs, where she held leadership roles in investment banking and client strategy, including in its Consumer and Retail Group and Executive Office.
	Other Boards (within past five years)
	•Director, MiniLuxe Holding Corp (TSXV:MNLX) (2021 – Present) •Director, PWP Forward Acquisition Corp (FRW) (2021 – 2022)
	Education
	•Bachelor of Arts in Economics, Columbia University

Family Relationships

There are no family relationships among any of our executive officers, directors or director nominees.

Board Leadership and Corporate Governance Framework

Our governance framework provides the Board of Directors with flexibility to select the appropriate board

leadership structure for the Company. The Board of Directors has reviewed its leadership structure in light of the

Company’s operating and governance environment and determined that, due to his respective significant expertise and

history with the Company, Mr. van der Kooi should serve as chairperson of the Board of Directors until his term as director

expires at the 2027 annual general meeting of shareholders. Ms. Picard, who had previously served as chairperson of the

Board of Directors, resigned from her position as chairperson effective April 9, 2025, but continues to serve on the Board

of Directors.

Because the Board of Directors currently has an independent chairperson, the Board of Directors does not

currently utilize a lead independent director. The Board of Directors previously determined that it was appropriate to have

a lead independent director for so long as the chairperson of the Board of Directors is holding an executive position, or

otherwise is not an independent director.

Although our chairperson and Chief Executive Officer positions are currently separated, our Board of Directors

does not have a policy that requires the combination or separation of these roles. Given the dynamic and competitive

environment in which we operate, the Board of Directors continues to believe that retaining the flexibility to vary the

leadership structure as appropriate based on certain circumstances over time is in the best interests of the Company and

its shareholders at this time.

Our corporate governance framework enables our Board of Directors and management to pursue our goals and

strategic objectives in seeking to maximize long-term shareholder value. Our Board of Directors has adopted corporate

governance guidelines that set forth the role of our Board of Directors, board composition and structure (including

independence requirements), board membership criteria, and other governance policies. In addition, our Board of

Directors has adopted written charters for its standing committees (audit, compensation, and nomination and corporate

governance), as well as certain other policies, as detailed below. The Board of Directors is committed to sound corporate

governance, and regularly evaluates its practices to ensure alignment with our strategy and execution and seek

opportunities for improvement. Annually, the Board of Directors considers updates to our corporate governance framework

based on shareholder feedback, results from the annual general shareholders meeting, the Board of Directors and

committees’ self-assessments, governance best practices, and regulatory developments.


Our Corporate Governance Documents

•By-laws	•Anti-Corruption Policy
•Code of Business Conduct & Ethics	•Clawback Policy
•Corporate Governance Guidelines and Board Charter	•Insider Trading Policy
•Third Party Code of Conduct	•Compensation Committee Charter
•Executive Share Ownership Guidelines	•Audit Committee Charter
•Non-Employee Director Share Ownership Guidelines	•Nomination and Corporate Governance Committee Charter

These documents are available on our website at http://criteo.investorroom.com under “Governance Documents” or at http://criteo.com/ sustainability/.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our

employees, temporary workers and interns, officers and directors, including our chief executive and senior financial

officers. The audit committee is responsible for overseeing the Code of Conduct, and our Board of Directors is required to

approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any

amendments to the Code of Conduct or waivers of its requirements required to be disclosed under the rules of the SEC or

Nasdaq will be disclosed on our website.

Insider Trading and Anti-Hedging/Pledging Policies

We have an Insider Trading Policy governing the purchase, sale and other dispositions of Criteo’s securities that

applies to our directors, officers and employees. We believe that our Insider Trading Policy is reasonably designed to

promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. In addition,

with regards to the Company’s trading in its own securities, it is the policy of the Company to comply with applicable U.S.

securities laws and exchange listing requirements.

Additionally, our Insider Trading Policy makes clear that all subject persons may not (i) trade in options, warrants,

puts, calls or other similar derivative instruments on Company securities or sell Company securities “short,” (ii) hold

Company securities in margin accounts, (iii) engage in hedging transactions and all other forms of monetization

transactions (including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars

and exchange funds) or (iv) pledge Company securities as collateral for loans.

A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year

ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Human Rights Policy

In February 2020, we adopted a Global Human Rights Policy. While governments have the primary responsibility

for protecting and upholding the human rights of their citizens, Criteo recognizes our responsibility to respect

internationally recognized standards of fair treatment and non-discrimination in our operations. Standards that we look to

and are guided by include the United Nations (“UN”) Guiding Principles on Business and Human Rights and the UN

Universal Declaration of Human Rights. Further, we are committed to respecting all internationally recognized human

rights wherever we do business. The policy applies to Criteo S.A. and its subsidiaries, and applies to everyone in the

Company including the Board of Directors and all colleagues when doing work for the Company. Additionally, we strive to

select and work with vendors, partners and suppliers who respect all relevant human rights conventions and principles.

Board Committees

The Board of Directors has established an audit committee, a compensation committee and a nomination and

corporate governance committee, each of which operates pursuant to a separate charter adopted by our Board of

Directors. The charters of each of the Company’s board committees and other governance materials can be accessed on

our website at http://criteo.investorroom.com under “Governance Documents.” The composition and functioning of all of

our committees complies with all applicable requirements of the French Commercial Code, the Securities Exchange Act of

1934, as amended (the “Exchange Act”), and Nasdaq and SEC rules and regulations. In accordance with French law,

committees of our Board of Directors only have an advisory role 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,

such decisions are made by our Board of Directors taking into account non-binding recommendations of the relevant

board committee. In addition, special ad hoc committees of the Board of Directors may be created from time to time to

assist the Board of Directors with special projects and other matters, including M&A and other strategic options.

Audit Committee

Membership

Mses. Balla and Jay, and Mr. Teunissen currently serve on the committee, with Mr. Teunissen serving as its

chairperson. Our Board of Directors has determined that each member of the committee is independent within the

meaning of applicable Nasdaq and SEC rules and the independence requirements contemplated by Rule 10A-3 under the

Exchange Act. Our Board of Directors has further determined that each of Mses. Balla and Jay, and Mr. Teunissen qualify

as financially sophisticated under Nasdaq rules. In addition, our Board of Directors has determined that each of Mses.

Balla and Jay, and Mr. Teunissen is an “audit committee financial expert” as defined by SEC rules and regulations, based,

in the case of Mr. Teunissen, on his extensive experience in finance roles, including as the Chief Financial Officer of

TripAdvisor, in the case of Ms. Balla, on her extensive experience directly supervising principal financial and accounting

officers as the former Chief Executive Officer of La Redoute, and in the case of Ms. Jay, on her extensive experience in

finance and in financial oversight roles, including at Goldman Sachs, Walmart and eBay.

Description and Responsibilities

Our audit committee assists the Board of Directors in overseeing the Company’s corporate accounting and

financial reporting process, the Company’s systems of internal control over financial reporting, risk management and

audits of financial statements, the quality and integrity of the Company’s financial statements and reports, the

qualifications, independence and performance of the Company’s independent outside auditors for the purpose of

preparing or issuing an audit report or performing audit or review services (which may include independent registered

public accounting firm to serve as financial statement auditors or statutory auditors and sustainability auditors, as required

by applicable laws, referred to in this section as “Auditors”), the performance of the Company’s internal audit function and

the Company’s compliance program. The committee held five meetings in 2025. The principal duties and responsibilities

of our audit committee include, among other things:

•making recommendations on the appointment, compensation, renewal and/or retention, and oversight of

our Auditors, assessing their independence and qualifications, including the performance and qualifications

of the lead partner, overseeing the Auditors’ work, determining the Auditors’ compensation and evaluating

the performance of the Auditors;

•reviewing and approving engagements of the Auditors, including the scope of and plans for audit or non-

audit services;

•reviewing and discussing with management and our Auditors the results of the annual audit, including any

critical audit matters identified by our Auditors;

•reviewing the Company’s internal quality control procedures and conferring with management and the

Auditors regarding the scope, adequacy and effectiveness of the Company’s disclosure controls and

procedures and internal control over financial reporting;

•reviewing and discussing with management and, as appropriate, the Auditors, the Company’s guidelines

and policies with respect to risk assessment and management, including the Company’s major financial risk

exposures, data privacy and cybersecurity risks and sustainability risks and the steps taken by

management to monitor and control these exposures;

•reviewing and recommending procedures for the receipt, retention and treatment of complaints received by

the Company regarding accounting, internal accounting controls or auditing matters, as well as for the

confidential, anonymous submission by our employees of concerns regarding questionable accounting or

auditing matters;

•reviewing the results of management’s efforts to monitor compliance with the Company’s programs

designed to ensure adherence to applicable laws and regulations, as well as the Code of Conduct, including

reviewing and making recommendations with respect to related person transactions;

•reviewing and recommending appropriate insurance coverage for the Company’s directors and officers;

•reviewing and making recommendations, under applicable French and U.S. rules, with respect to the

financial statements proposed to be included in any of the Company’s reports to be filed with the SEC,

reviewing disclosure discussing the Company’s financial performance in any reports to be filed with the

SEC, reviewing earnings press releases and financial information and earnings guidance provided to

analysts and ratings agencies and preparing any reports of the audit committee as may be required by the

SEC; and

•reviewing any significant issues that arise regarding accounting principles and financial statement

presentation, conflicts or disagreements between management and the Auditors or other financial or

sustainability reporting issues, as required by applicable laws, and reporting to the Board of Directors with

respect to related material issues.

Nasdaq rules require that the audit committee have the specific audit committee responsibilities and authority

necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which requires, among other things,

that the audit committee have direct responsibility for the appointment, compensation, retention and oversight of our

Auditors, establishment of procedures for complaints made and selection of consultants with respect to its duties.

However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full Board of Directors from

delegating such responsibilities to the audit committee, the audit committee’s powers with respect to such matters may

instead be advisory. As indicated above, under French law, our audit committee may only have an advisory role and make

recommendations to our Board of Directors for matters falling into the competence of the Board of Directors under French

law. Moreover, Rule 10A-3 also provides that its audit committee requirements do not conflict with any laws of a

company’s home country that require shareholder approval of such matters. Under French law, our shareholders must

appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable

requirements of the French Commercial Code, we have two statutory auditors. Our shareholders renewed the term of

office of Deloitte & Associés, our independent registered public accounting firm, at the 2023 Annual General Meeting, the

term of office of RBB Business Advisors, as statutory auditor, at the 2024 Annual General Meeting, and Nexbonis Advisory

to continue as statutory auditor in lieu and in place of RBB Business Advisors for the remaining term of office of RBB

Business Advisors through the Annual General Shareholders' Meeting held in 2030.

Compensation Committee

Membership

Ms. Balla and Mr. Mesrobian and Teunissen currently serve on the committee, with Ms. Balla serving as its

chairperson. Our Board of Directors has determined that each member of the committee is independent within the

meaning of the applicable Nasdaq and SEC rules.

Description and Responsibilities

Our compensation committee assists our Board of Directors in reviewing, making recommendations to our Board

of Directors regarding, and overseeing matters related to, the compensation of our executive officers and non-employee

directors, including establishing and overseeing the Company’s compensation philosophy, policies, plans and programs.

The committee held eight meetings in 2025. The principal duties and responsibilities of our compensation committee

include, among other things:

•reviewing and making recommendations to the Board of Directors with respect to the overall compensation

strategy and policies for the Company, including making recommendations to the Board of Directors

regarding pay levels, pay mix and pay structures, including performance goals and objectives of the Chief

Executive Officer and other executive officers, reviewing regional and industry-wide compensation practices

and trends and evaluating and recommending to the Board of Directors the compensation plans and

programs, terms of employment or employment agreements, severance arrangements, change in control

protections and any other compensatory arrangements (including, without limitation, perquisites and any

other form of compensation) and compensation-related policies advisable for the Company (or the

modification or termination thereof);

•reviewing and making recommendations to the Board of Directors regarding the compensation of our non-

employee directors;

•reviewing and making recommendations to the Board of Directors regarding the Company’s equity

compensation strategy including annual budget, award levels, eligibility, award mix and vesting;

•reviewing and making recommendations to the Board of Directors with respect to other personnel and

compensation matters, including benefit plans;

•reviewing and evaluating risks associated with the Company’s compensation programs;

•reviewing and discussing with management the compensation discussion and analysis and other

compensation information that we may be required to include in SEC filings and preparing any reports of

the compensation committee on executive compensation as may be required by the SEC;

•considering the results of shareholder advisory votes on executive compensation (and on the frequency

thereof), and, to the extent it deems appropriate, taking such results into consideration in connection with

the review and approval of executive and, as applicable, director compensation;

•reviewing the Company’s strategies, initiatives and programs with respect to the Company’s culture, talent

recruitment, development and retention, inclusion initiatives, and employee engagement;

•review and approve the implementation or revision of, and oversee, any compensation recoupment,

“clawback” or similar policy allowing or requiring the Company to recoup compensation; and

•reviewing, and reporting to the Board of Directors, succession planning and management development

topics for senior leaders.

The charter for our compensation committee allows the compensation committee, in certain circumstances, to

delegate its authority to subcommittees, as appropriate.

The compensation of our executive officers is determined by the Board of Directors, taking into account

recommendations from our compensation committee. In the case of members of executive officers other than our Chief

Executive Officer, our Board of Directors also takes into account recommendations from our Chief Executive Officer.

Under French law, we must obtain shareholder approval at a general meeting of shareholders in order to

authorize the Board of Directors to grant equity compensation. Generally, we ask shareholders to give our Board of

Directors the authority to decide on the specific terms of the grant of equity compensation, within the limits of the

shareholders’ authorization. The most recent authorization to grant equity compensation was given to our Board of

Directors at the 2024 Annual General Meeting. The compensation committee is responsible for evaluating and making

recommendations to the Board of Directors with respect to our equity plans.

Our compensation committee engages independent compensation consultants from time to time to assist in

evaluating the design and assessing the competitiveness of our executive and non-employee director compensation. For

more detailed information on the role of compensation consultants, see “Executive Compensation–Compensation

Discussion and Analysis – Compensation Philosophy and Objectives – Participants in the Compensation Process – Role

of Compensation Consultant” elsewhere in this Form 10-K/A.

Nomination and Corporate Governance Committee

Membership

Mses. Lalleman and Picard and Mr. van der Kooi currently serve on the committee, with Ms. Lalleman serving as

its chairperson. Our Board of Directors has determined that each member of the committee is independent within the

meaning of the applicable Nasdaq and SEC rules.

Description and Responsibilities

Our nomination and corporate governance committee mainly assists our Board of Directors in overseeing all

aspects of the Company’s corporate governance functions and making recommendations to the Board of Directors

regarding corporate governance issues. The committee also identifies, reviews, evaluates and recommends to our Board

of Directors candidates to serve as directors. The committee held five meetings in 2025. The principal duties and

responsibilities of our nomination and corporate governance committee include:

•identifying, reviewing, evaluating and recommending to the Board of Directors the persons to be nominated

for election (or re-election) as directors and appointed to each of the committees of the Board of Directors

and establishing related policies, including consideration of any potential conflicts of interest, applicable

independence and experience requirements, a wide range of perspectives, and any other relevant factors

that the committee considers appropriate in the context of the needs of the Board of Directors;

•reviewing and assessing the performance of management and the Board of Directors, including committees

of the Board of Directors;

•overseeing the Company’s strategy on global corporate social responsibility and environmental, social and

governance (“ESG”) initiatives;

•overseeing the composition of the Board of Directors and its committees;

•assessing the independence of directors;

•developing and recommending to the Board of Directors corporate governance principles and practices;

and

•reviewing with the Chief Executive Officer plans for succession to the offices of the Company’s Chief

Executive Officer.

The charter for our nomination and corporate governance committee allows the committee to delegate its

authority to subcommittees, as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than

10% of our Ordinary Shares, to file with the SEC initial reports of ownership and reports of changes in ownership of our

Ordinary Shares. Based solely upon a review of the copies of such reports furnished to us, we believe that during the

fiscal year 2025, all persons subject to the reporting requirements of Section 16(a) of the Exchange Act filed the required

reports on a timely basis with the exception of a Form 4 for Ms. Jay involving a single transaction of 4,444 Ordinary

Shares (filed with the SEC on November 12, 2025).

EXECUTIVE OFFICERS

The following table sets forth information regarding our current executive officers, including their ages, as of

March 31, 2026:


Name	Age	Position(s)
Michael Komasinski	55	Chief Executive Officer
Sarah Glickman	56	Chief Financial Officer
Ryan Damon	53	Chief Legal and Transformation Officer

Michael Komasinski was appointed as our Chief Executive Officer and a member of our Board of Directors

effective as of February 15, 2025. Mr. Komasinski brings over 20 years of AdTech expertise and a proven track record of

driving accelerated growth, AI-driven innovation, and scale. Throughout his career, Mr. Komasinski has gained significant

data-driven technology expertise and vast retail media experience. From July 2023 to February 2025, Mr. Komasinski

served as CEO of the Americas, President of Global Data & Technology, and member of the Group Executive

Management team at dentsu, one of the largest global advertising holding companies. Mr. Komasinski joined dentsu

through its acquisition of Merkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of

Merkle in November 2021. Mr. Komasinski previously served in leadership positions at Razorfish, Schawk Retail

Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council and the

Interactive Advertising Bureau (IAB). Mr. Komasinski holds a Bachelor of Science degree in Engineering and Philosophy

from Vanderbilt University and an MBA degree from Indiana University's Kelley School of Business.

Sarah Glickman has served as our Chief Financial Officer and Principal Accounting Officer since August 2020.

Ms. Glickman oversees the Company’s finance, procurement and corporate communications organization. Ms. Glickman

previously served as Acting Chief Financial Officer for 20 months at XPO Logistics, a Fortune 200 company and leading

provider of transportation and logistics solutions, where she previously served as Senior Vice President, Corporate

Finance and Transformation. Prior to XPO Logistics, Ms. Glickman held operational Chief Financial Officer roles at

Novartis and Honeywell International. Ms. Glickman started her career at PricewaterhouseCoopers before taking a

finance executive role at Bristol-Myers Squibb. Ms. Glickman has served on the board of directors of AptarGroup, Inc., a

global designer and manufacturer of consumer product dosing, dispensing and protection technologies, since September

2023. Ms. Glickman has served on the board of directors of 2seventy bio, Inc., an emerging immuno-oncology company,

from November 2021 to May 2025. Ms. Glickman is a U.K. Fellow Chartered Accountant, has a U.S. CPA, with a degree

in economics from the University of York, England. She has extensive global experience in strategic decision making and

leading transformative change, including M&A, with a strong focus on execution, including strong financial performance

and operational excellence.

Ryan Damon has served as our Chief Legal and Transformation Officer (and previously Chief Legal and

Corporate Affairs Officer) since August 2018. In addition to overseeing the Company’s legal, compliance and public affairs

organization, Mr. Damon is responsible for driving transformation initiatives that support Criteo’s Commerce Media

Platform vision and execution roadmap, including Criteo’s trading infrastructure and custom capabilities. Prior to joining

Criteo, Mr. Damon was with Riverbed Technology for 11 years, where he spent his last three years as Senior Vice

President, General Counsel and Secretary, leading legal and corporate development and Riverbed’s take-private with

Thoma Bravo. Mr. Damon has held senior legal roles at Charles Schwab and was an attorney with the law firm of

Gunderson Dettmer in Silicon Valley, representing start-up technology companies and venture capital investors. Mr.

Damon started his career as a software programmer with Edison International. Mr. Damon received a B.A. in Geography

with a Specialization in Computing from the University of California at Los Angeles and a J.D. from the University of

California, Hastings.

Item 11. Executive Compensation

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth compensation information for each person who served as a non-employee member

of our Board of Directors during 2025. Mr. Komasinski, who served as our Chief Executive Officer and as a member of the

Board of Directors during 2025, is not included in this table, as he was not entitled to director compensation due to his

service as an executive officer of the Company. The compensation received by Mr. Komasinski for 2025 is described

below under “Executive Compensation—Compensation Discussion and Analysis–Elements of Executive Compensation

Program” and under “Executive Compensation–Summary Compensation Table” and the tables that follow.


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)	263,220	—	—	—	—	38,638	301,858
Stefanie Jay	127,250	—	—	—	—	18,679	145,929
Frederik van der Kooi	336,732	—	—	—	—	120,818	457,550
Marie Lalleman(4)	243,400	—	—	—	—	104,314	347,714
Edmond Mesrobian(5)	260,495	—	—	—	—	38,238	298,733
Hubert de Pesquidoux(6)	32,700	—	—	—	—	4,800	37,500
Rachel Picard	282,196	—	—	—	—	121,447	403,643
Ernst Teunissen	273,030	—	—	—	—	40,078	313,108


(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 two-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. Teunissen, $248 750 for Mr. van der Kooi, $240 000 for Ms. Picard, and $100,000 for Ms. Jay. The total number of shares purchased by Ms. Balla, Ms. Jay, Mr. van der Kooi, Ms. Lalleman, Mr. Mesrobian, Ms. Picard, and Mr. Teunissen pursuant to this program during 2025 was 6,450, 4,444, 7,701, 6,270, 6,172, 8,276, and 6,177, 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 $38,638 for Ms. Balla, $18,679 for Ms. Jay, $58,566 for Mr. van der Kooi, $44,507 for Ms. Lalleman, $38,238 for Mr. Mesrobian, $4,800 for Mr. de Pesquidoux, $51,666 for Ms. Picard, and $40,078 for Mr. Teunissen, and gross-ups in respect of social contributions in the amount of $62,251 for Mr. van der Kooi, $59,807 for Ms. Lalleman, and $69,780 for Ms. Picard.
(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 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and €1.00 = $1.1593, 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 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and €1.00 = $1.1593, 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 $9,375 for his participation in three audit committee meetings due to his expertise in matters of cybersecurity.
(6)	Mr. de Pesquidoux’s term as director expired at the 2025 Annual General Meeting, and he did not stand for re-election.

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 a

competitive market analysis provided by Compensia based on compensation data 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 2025, Compensia conducted a review of our independent director compensation program

compared to the competitive market based on the compensation peer group. 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 2025 that was in place for

2024. However, due to the change of the Chairperson of the Board that was approved by the Nomination and Corporate

Governance Committee and Compensation Committee on April 9, 2025, the remuneration of the Chairperson of the Board

was amended as indicated below. The following table sets forth a summary of Compensia’s review of the Company’s

target annual independent director compensation for fiscal year 2025:

(1) In connection with Mr. van der Kooi’s appointment as chairperson of the Board of Directors effective April 9, 2025, the Board of Directors changed the

Total Additional Compensation from $205,000 to $110,000 in part to better align with market peers.

(2) Excludes “All Other Compensation” as quantified in the Director Compensation Table above.

The components of independent director compensation for 2025 were as follows:


Compensation Element		Director Compensation
Annual cash remuneration - Chairperson(1)		$95,000
Annual cash remuneration - other non- employee directors(1)		$50,000
Annual equity award - Chairperson(2)(3)		$265,000 in shares purchased on the open market that are subject to a two-year holding period(4)
Annual equity award - Vice-chairperson (if applicable)(2)(3)		$250,000 in shares purchased on the open market that are subject to a two-year holding period(4)
Annual equity award - other non-employee directors(2)(3)		$200,000 in shares purchased on the open market that are subject to a two-year holding period(4)
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 two-year holding period
Vice chairperson remuneration (if applicable)		$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 two-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents (other than the chairperson), 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% (prélèvements sociaux) payable by the Company (i.e., 30% in total); and (iii) when allocated to a French or non-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, if due.
(3) Directors do not receive the annual equity attendance remuneration for the fiscal year in which they join the Board of Directors.
(4) Prorated for directors who join during the year

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 2025 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, in 2025 each independent member of our Board of

Directors received (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-chairperson, if applicable) or $265,000 (for our chairperson) 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 two-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.

Non-Employee Director Share Ownership Guidelines

We maintain share ownership guidelines for our non-employee directors (including the chairperson of our Board

of Directors). Pursuant to these guidelines, each non-employee director is required to own Company securities equal to

the lesser of (i) 17,308 shares or (ii) the amount of shares that have a fair market value equal to five times such board

member’s annual cash retainer, disregarding any additional fees paid for specific leadership roles or committee

membership. The non-employee directors are required to meet the applicable ownership requirements within five years of

becoming subject to them. If required share ownership is not satisfied within five years, the individual must retain 100% of

any shares resulting from vested non-employee director warrants or his or her purchase of shares, until the guidelines are

met.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis provides comprehensive information and analysis regarding

our executive compensation program for 2025 for our named executive officers and provides context for the decisions

underlying the compensation reported in the executive compensation tables in this Form 10-K/A. For 2025, our named

executive officers included (i) our principal executive officer; (ii) our former principal executive officer who served during a

portion of fiscal year 2025, (iii) our principal financial officer; (iv) 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; and (v) our former

executive officer who served during a portion of fiscal year 2025. Unless otherwise noted, titles referred to in this section

are as of December 31, 2025. For the year ended December 31, 2025, our named executive officers were:


Michael Komasinski		Chief Executive Officer (principal executive officer)
Megan Clarken		Former Chief Executive Officer (principal executive officer)
Sarah Glickman		Chief Financial Officer (principal financial officer)
Ryan Damon		Chief Legal and Transformation Officer
Brian Gleason		Former Chief Revenue Officer and President, Retail Media

We believe that we have a strong team of executives with the ability to execute our strategic and operational

priorities. The combination of strong executive leadership and highly talented and motivated employees played a key role

in our solid financial performance in 2025, as described below.

2025 Financial and Operating Results

We are a global commerce intelligence platform that drives performance for brands, agencies, retailers, and

publishers. Built on proprietary commerce data from more than $1 trillion in annual transactions and two decades of AI

innovation, we help companies across the ecosystem make smarter decisions and achieve better outcomes, while

delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail

and digital commerce, we provide the technology and insights businesses need to compete and grow.

2025 Financial Results:

In 2025, the financial results of our two reportable segments: Performance Media and Retail Media, included the

following highlights:

1 Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment, is a non-GAAP financial measure. For the

year 2025, Free Cash Flow is calculated by considering Cash Flow from Operating Activities of $311 million and a $101 million usage for net additions to intangible assets,

property, and equipment. For a reconciliation from operating activities to free cash flow, please see Annex A.

•Revenue increased by 1%, or was flat at constant currency, from $1,933 million in 2024 to $1.945 billion in 2025.

This was driven by Retail Media growth and partially offset by flat revenue in Performance Media;

•Gross profit increased 7% year-over-year, from $983 million in 2024 to $1,049 million in 2025;

•Contribution excluding traffic acquisition costs, which we refer to as Contribution ex-TAC, which is a non-GAAP

financial measure, increased by 5% year-over-year, or 4% at constant currency, from $1,121 million in 2024 to

$1,175 million in 2025;

•Retail Media Contribution ex-TAC grew 2% year-over-year (or 2% on a constant currency basis) and same-retailer

Contribution ex-TAC retention was 112% in 2025 excluding the scope reduction from our largest client;

•Performance Media Contribution ex-TAC increased 6% year-over-year (or 4% on a constant currency basis);

•Net income increased by 30% year-over-year from $115 million in 2024 to $149 million in 2025;

•Adjusted EBITDA, which is a non-GAAP financial measure, increased by 4% from $390 million in 2024 to $407

million in 2025; and

•Cash from operating activities was $311 million and Free Cash Flow amounted to $211 million in 2025.1

Contribution ex-TAC and Adjusted EBITDA are non-GAAP measures. Contribution ex-TAC is a profitability

measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross

profit through the exclusion of other cost of revenue. We define Adjusted EBITDA as our consolidated earnings before

financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity

awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain

acquisition-related costs and a loss contingency related to a regulatory matter. Traffic acquisition costs consist primarily of

purchases of impressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-

party intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by publisher basis as

incurred. Costs owed to publishers but not yet paid are recorded in our consolidated statements of financial position as

trade payables. Please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on

February 26, 2026 on page 57 for a reconciliation of gross profit to Contribution ex-TAC and at page 72 for a reconciliation

of net income to Adjusted EBITDA, in each case the most directly comparable financial measure calculated and presented

in accordance with U.S. GAAP. Constant currency measures exclude the impact of foreign currency fluctuations and are

computed by applying the 2024 average exchange rates for the relevant period to 2025 figures. A reconciliation is

provided in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025

Annual Report on Form 10-K at page 68 in the section entitled “Constant Currency Reconciliation.”

The following charts show the change in our revenue, Contribution ex-TAC, gross profit, net income, Adjusted

EBITDA and cash flow from operating activities over the past three years:

2 Media spend is defined as the sum of working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance

Media clients.

Operational Metrics:

•Criteo's media spend2 activated by the Commerce AI Platform for marketers and media owners was over $4.3

billion in 2025;

•Criteo had approximately 740 million Daily Active Users (DAUs), or more than three billion DAUs across channels,

including social;

•We ended the year with approximately 17,000 clients globally, while maintaining an average client retention rate

(as measured on a quarterly basis) of approximately 90% over the past three years;

Executive Compensation Highlights for 2025

Highlights of our executive compensation program for 2025 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:

•We paid out annual incentives to our active named executive officers at 96%-101% of target based primarily on

our achievement of quantitative Company financial performance metrics along with the named executive officers’

achievement of qualitative objectives;

•We updated our compensation peer group 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 for RSUs and three years for PSUs, and

provide executives with differentiated payout opportunities tied to growth in Company value over time or

achievement of measurable, objective, pre-established performance goals; and

•We maintained changes from 2024 to our long-term incentives (“LTI”) programs for our executive officers

designed to align with long-term shareholder interests, such as linking the majority to performance conditions,

keeping rigorous time and ownership requirements, and retaining relative TSR as a strategic performance metric

for 50% of the PSUs awarded to such executive officers.

Executive Compensation Policies and Practices

We maintain several policies and practices, including compensation-related corporate governance standards,

consistent with our executive compensation philosophy:


What We Do		What We Don’t Do
ü Performance-based equity incentives with long- term vesting requirements ü Strong percentage of executive equity granted in the form of performance-based annual incentives ü Caps on performance-based cash and equity compensation payouts ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external analysis of competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return along with relative TSR performance ü Four-year equity award vesting periods for RSUs, three-year performance period for certain of our PSUs ü Clawback policy requiring recoupment of erroneously awarded incentive-based compensation paid to executive officers if our financial statements are the subject of an accounting restatement that complies with applicable SEC and Nasdaq rules ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Stringent non-employee director share ownership requirement guidelines		û No “single-trigger” change of control benefits û No post-termination retirement or pension non- cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits û No employment agreements with executive officers that contain guaranteed salary increases, bonuses, or equity compensation rights û No discounted stock options or option re-pricings without shareholder approval û No payment or accrual of dividends on unvested stock options, PSU or RSU awards

New Hire Package and Year One Compensation for New CEO

Michael Komasinski joined Criteo as CEO on February 15, 2025, bringing over 20 years of advertising industry

expertise and a proven track record of driving accelerated growth, AI-driven innovation, and scale. In formulating his

compensation package, the compensation committee, together with the Board of Directors, reviewed carefully what it

would take to attract, motivate and retain a recognized leader of Mr. Komasinski’s caliber, while considering closely

competitive market data and practice in our peer group and the broader AdTech sector.

The compensation committee designed a compensation package that would remain consistent with Criteo’s

executive compensation practices, linking the majority of CEO compensation to performance with clear metrics. Over 80%

of the total target compensation opportunity was in equity with a long-term focus and alignment with shareholder

outcomes, with 70% of this equity initially tied to performance, half based on strategic financial targets, and the other half

based on relative total shareholder return. A number of new-hire one-time compensation elements were also provided,

largely intended to cover compensation that Mr. Komasinski would forfeit in leaving his previous employer. A summary

table is provided below.

The primary challenge in setting Mr. Komasinski’s starting compensation at Criteo involved shifting him from a

significantly different pay mix which was heavily cash-focused in his previous agency role, where he was a well-

established and recognized top executive.

In order to respect the Company’s policies and market practice, upon joining the Company, Mr. Komasinski was

asked to make a significant trade-off between fixed and total cash income and the upside potential but increased risk of

long-term equity-based compensation. Such a change could only be attractive and reasonable if certain assumptions

around the equity compensation plan were satisfied. When it became apparent early in Mr. Komasinski’s tenure as CEO

that the initial assumptions around his equity compensation package were impaired, the Board of Directors initiated

discussions about possible one-time measures that could be implemented to meet the parties’ initial expectations about

Mr. Komasinski’s initial compensation opportunity, but still maintain strong longer-term accountability for Company

performance and investor alignment.


	2025 CEO Compensation
Component	Amount	Comments
Annual Base Salary	$750,000	Pro-rated for 2025, this was set in line with market of the Company’s peer group but still significantly below Mr. Komasinski’s base salary with his previous employer.
Target Annual Cash Bonus	100% of base, maximum 200%	Cash bonus comprised of 80% on financial metrics and 20% on individual strategic objectives. This bonus added to base salary resulted in a total target cash compensation near the midpoint of CEOs in the Company’s peer group.
Annual Equity Award 2025	$5,000,000(1) at target (30% RSUs, 35% Financial PSUs and 35% Relative TSR-based PSUs)	RSUs with 4 year vesting & PSUs with 3 year vesting.
One-time New Hire Items
Sign-on Bonus	$1,000,000	Sign-on bonus included a repayment obligation of the full amount in the event of resignation or termination for cause in first 12 months. Most of this bonus was intended to replace $900,000 in estimated forfeited value of annual cash incentive from Mr. Komasinski’s previous employer.


One-Time Sign-on Addition	$100,000	This additional one-time cash bonus was to cover unforeseen out-of-pocket expenses to Mr. Komasinski that resulted from changing from his previous employer’s benefits plans. These added costs were only confirmed after he had joined Criteo
Sign-on Equity Award	$2,000,000(1) (divided as 2025 award above)	Vesting as 2025 award above. This was also intended to replace the estimated value of outstanding long-term incentives that Mr. Komasinski forfeited when he left his prior employer.
Exceptional in-year Retention
One-Time Additional Equity Award	$2,500,000(1) all RSUs	A one-time corrective action. See below for additional details.

(1) Represents the intended value of the grant at the time of the decision by the Board of Directors. Actual grant date fair value may

differ slightly.

As described above, Mr. Komasinski’s initial equity award upon joining the Company was heavily performance-

based (the “Performance-Based New Hire Award,” collectively with the time-based new hire award, the “New Hire

Awards”), and a significant part of this equity compensation was intended to compensate a decrease in cash

compensation from his previous employment. Early in Mr. Komasinski’s time as CEO, a precipitous decline in the

Company’s share price (from a peak of $45.50 on February 7, 2025 the week before he started, dropping to $38.81 by the

end of February 2025, and to $23.83 by the end of Q2 2025) caused a substantial portion of his new hire package to lose

value in a very short period of time. If Mr. Komasinski had joined just a few months later, the situation would have been

very different.

The Board of Directors, following extensive consideration and analysis, determined that, due to changes in

market, including a general decline in the AdTech sector, and Company conditions, such as the decrease in scope with

two specific Retail Media clients, as communicated soon after Mr. Komasinski joined in Q1 2025, all unrelated to his

performance as CEO and occurring well before his actions could have any impact, the incentive value of the New Hire

Awards had fallen substantially below the level originally intended to ensure a market competitive total direct

compensation opportunity for a newly hired CEO assuming the role and responsibilities of a global corporation, and

accordingly no longer served our motivational and retention objectives, presenting the Board of Directors with significant

enterprise risk.

The Board of Directors therefore decided on December 19, 2025 to take two highly exceptional, one-time

measures to address these concerns while maintaining reasonable market alignment and appropriate focus on go-

forward, longer term business priorities, effective alignment of his target total direct compensation and our business

performance and satisfy our retention objectives:

•Grant a one-time award valued at $2,500,000 in time-vesting RSUs to cover a portion of the loss in value of Mr.

Komasinski’s target new hire award, with 3 year vesting. Note that with this addition, the majority of the grant date

value of all of Mr. Komasinski’s equity awards in 2025 will still be tied to performance (see pay mix graphic in

section below) to maintain strong pay-for-performance alignment; and

•Strengthen focus on future company financial performance by converting his 2025 relative TSR-based PSUs to

financial PSUs with half based on 2026 plan metrics, and half on 2027 plan metrics, preserving the same original

total vesting schedule. These metrics for 2026 are focused on top-line growth, as a strategic priority for the

Company.

In order to maintain consistency with shareholders’ experience, these cumulative changes were intended to

restore Mr. Komasinski’s compensation to an adequate level, but not to compensate the full loss in value at the current

share price.

Note that the Board of Directors is committed to maintaining a strong link between CEO and executive

compensation and total shareholder return performance, and that the CEO’s equity grant for 2026 will again include a

significant relative TSR component.

Executive Pay Mix

The charts below show the target total pay mix for each of Mr. Komasinski, our Chief Executive Officer, Ms.

Clarken, our former Chief Executive Officer, Ms. Glickman, our Chief Financial Officer, Mr. Damon, our Chief Legal and

Transformation Officer and Mr. Gleason, our former Chief Revenue Officer and President, Retail Media. 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.

Chief Executive Officer Michael Komasinski’s sign-on equity grant consisted of 70% PSUs. The above pay mix

chart, however, also includes the one-time, additional RSUs granted to Mr. Komasinski in December 2025 (for more

information, please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for

New CEO”) which decreased the overall percentage of PSUs reflected in the above chart but maintained a majority of the

equity grant value tied to performance.

The retirement of former Chief Executive Officer, Megan Clarken, was announced and the terms of her separation

as reflected in her Transition Agreement (for more information, please see “Compensation Discussion and Analysis -

Executive Employment Agreements”), were determined before the 2025 equity grant cycle. Accordingly, Ms. Clarken only

received cash compensation and benefits during fiscal year 2025.

For more information on the pay mix for our named executive officers, please see “Compensation Tables—

Summary Compensation Table.”

Compensation Philosophy and Objectives

Pay for Performance

Our philosophy in setting compensation policies for our executive officers has four fundamental objectives:

ü to attract and retain a highly skilled team of executives in competitive markets;

ü to reward our executives for achieving or exceeding our financial, operational and strategic performance goals;

üto align our executives’ long-term interests with those of our shareholders; and

üto provide compensation packages that are both competitive and reasonable relative to our peers and the

broader competitive market.

The compensation committee and the Board of Directors believe that executive compensation should be directly

linked both to annual achievements in corporate performance and to accomplishments that are expected to increase

shareholder value over time. Historically, the Board of Directors has compensated our executive officers through three

direct compensation components: base salary, an annual incentive bonus opportunity and long-term equity-based

incentive compensation. The compensation committee and the Board of Directors believe that cash compensation in the

form of base salary and an annual incentive bonus opportunity provides our executive officers with short-term rewards for

success in operations, and that long-term incentive compensation in the form of equity awards increases retention and

aligns the objectives of our executive officers with those of our shareholders with respect to long-term performance. Since

2021, long-term equity compensation for our executive officers has consisted of RSU and PSU awards, though a stock

option plan remains available for future equity award consideration. For more information, please see “—Long-Term

Incentives.”

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 the level of achievement by our executive officers of these goals.

While the compensation committee draws on a number of resources, including, input from our Chief Executive Officer

(other than with respect to the Chief Executive Officer’s 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

the Chief Executive Officer’s 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 data and 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 2025, 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

In 2025, Mr. Komasinski, who has served as our Chief Executive Officer since February 15, 2025, attended

compensation committee meetings and worked with the chair of the compensation committee and Compensia to develop

compensation recommendations for the executive officers (excluding Mr. Komasinski), based upon individual experience

and breadth of knowledge, individual performance during the year and other relevant factors listed above. 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 an analysis of market data drawn 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 2025 were recommended 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 2025 were selected on the basis of their comparability to Criteo in terms of industry (with a

focus on public internet software and services companies focused on advertising/media-related business in the United

States, geographic location, market capitalization, financial attributes (including revenue, revenue growth, comparable

gross profit and operating/net income), number of employees and other relevant factors.

Based on this evaluation, the compensation committee selected the companies in the following table for the 2025

peer group, which were subsequently approved by the Board of Directors. 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.


Blackbaud	Etsy	Thryv Holdings
Box	Integral Ad Science Holding	Tripadvisor
CarGurus	LiveRamp Holdings	Verint Systems
Cars.com	Magnite	Yelp
Commvault Systems	MicroStrategy	Zeta Global Holdings
Digital Turbine	QuinStreet	Ziff Davis
DoubleVerify Holdings	Stagwell	ZoomInfo Technologies

Changes to the U.S. peer group from 2024 to 2025 include the addition of Stagwell, Etsy and ZoomInfo

Technologies and the removal of Nutanix. These changes result in a peer group that the compensation committee

believed was more closely aligned with Criteo’s financial and value criteria. Please note that the Company no longer

updates a separate European peer group as of 2025 given that European peers were becoming less relevant with all

Company executive officers based in the U.S., and were therefore no longer being used for benchmarking.

In addition to reviewing an analysis of market data drawn from its approved peer group, the compensation

committee also reviews competitive compensation data from broader Radford Global Compensation survey cuts and

proprietary Compensia databases. To assist the Company in making its executive compensation decisions for 2025,

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 our executives’ target 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 at the companies in the approved peer group) 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.

Prior Year Say-On-Pay Results

At the 2022 Annual General Meeting, our shareholders expressed a preference for holding advisory votes to

approve the compensation of the named executive officers on an annual basis. In light of this vote, the Company’s Board

of Directors determined that the Company will continue to hold an advisory vote to approve named executive officer

compensation on an annual basis until the next required say-on-frequency vote, which will be held at the 2028 Annual

General Meeting.

Our executive compensation program received the support of our shareholders and was approved, on a non-

binding advisory basis, by approximately 97.98% of the votes cast at the 2025 Annual General Meeting. We greatly value

feedback from our shareholders on our executive compensation program and corporate governance policies and welcome

input, as it impacts our decision-making. As a result of our engagement with our shareholders, detailed below, our

compensation committee made a number of changes to the structure of the long-term incentive compensation program for

our executive officers, commencing in 2024. We believe that ongoing engagement builds mutual trust with our

shareholders, and we will continue to monitor feedback from our shareholders and will continue to solicit shareholder

views on our executive compensation program in the future, as appropriate.

In 2025, our management team continued to frequently engage with the investment community, hosting and

participating in 182 investor events, including during roadshows and conferences as well as phone calls and meetings

with approximately 193 firms. Shareholders we spoke to jointly represented about 81% of floating shares as of December

31, 2025. In 2025, we engaged with shareholders to discuss corporate governance, board composition, executive

compensation, business strategy, capital allocation and other governance-related topics. In such engagements, investors’

feedback and suggestions on our executive compensation program were regularly heard and taken into consideration.

Based on future engagement with our shareholders, our compensation committee and Board of Directors will continue to

consider potential shareholders’ feedback and take them into account in future determinations concerning our executive

compensation program.

Elements of Executive Compensation Program

In 2025, as in prior years, our executive compensation program consisted of three principal elements:

•Base salary

•Annual incentive

•Long-term incentives

Base Salary

Base salary is the principal fixed element of an executive officer’s annual cash compensation during employment.

The level of base salary reflects the executive officer’s skills and experience and is intended to be on par with other job

opportunities available to such executive officer. Given the industry in which we operate and our compensation philosophy

and objectives, we believe it is important to set base salaries at a level that is both market competitive in order to retain

our current executives and reasonable, and to hire new executives when and as required. However, our review of

competitive market data is only one factor in formulating recommendations for base salary levels. In addition, the

compensation committee also considers the following factors:

•individual performance of the executive officer, as well as overall performance of the Company, during the

prior year;

•level of responsibility, including breadth, scope and complexity of the position;

•years and level of experience and expertise and location of the executive officer;

•internal review of the executive officer’s compensation relative to other executives to contemplate internal

fairness considerations; and

•in the case of executive officers other than the Chief Executive Officer, the recommendations of the Chief

Executive Officer.

Base salaries for our executive officers are determined on an individual basis at the time of hire. Adjustments to

base salary are considered annually based on the factors described above.

2024 — 2025 Base Salaries

The base salaries of the named executive officers for 2024 and 2025 and related explanatory notes are set forth

below:


Name	Position	2025 Base Salary (USD)	2024 Base Salary (USD)	Explanatory Notes
Michael Komasinski	Chief Executive Officer	$750,000	Not Applicable	The amount shown with respect to 2025 reflects the full annual target base salary Mr. Komasinski was eligible to receive. The prorated amount corresponding to his start date in February 2025 was $657,534. Mr. Komasinski’s remuneration is solely for his role as Chief Executive Officer of Criteo Corp.
Megan Clarken	Former Chief Executive Officer	$725,000	$711,325	The amount shown with respect to 2025 reflects the full annual target base salary Ms. Clarken was eligible to receive. The prorated amount corresponding to her date of retirement as Chief Executive Officer in February 2025 was $146,986.

Sarah Glickman	Chief Financial Officer	$529,000	$516,817	The amount shown with respect to 2024 reflects the compensation Ms. Glickman received due to proration of the effective date in April 2024 based on an annual base salary of $529,000.

Ryan Damon	Chief Legal and Transformation Officer	$490,000	$482,541	The amount shown with respect to 2024 reflects the compensation Mr. Damon received due to proration of the effective date in April 2024 based on an annual base salary of $490,000.

Brian Gleason	Former Chief Revenue Officer and President, Retail Media	$575,000	$550,137	The amount shown with respect to 2025 reflects the full annual target base salary Mr. Gleason was eligible to receive. The prorated amount corresponding to his date of resignation in July 2025 was $330,822. The amount shown with respect to 2024 reflects the compensation Mr. Gleason received due to proration of the effective date July 2024, based on an annual base salary of $575,000.

3 Contribution ex-TAC is a non-GAAP financial measure of profitability akin to gross profit. It is calculated by deducting traffic acquisition costs from

revenue and reconciled to gross profit through the exclusion of other costs of revenue.

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

performance goals for a given year.

2025 Annual Bonus Performance Goals

The performance measures and related target levels for the 2025 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 2025. In the first quarter of 2025, 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 2025 EBP.

Quantitative Goals

The quantitative measures selected for the 2025 EBP were the 2025 achievement of financial targets in (i)

Contribution ex-TAC3, measured at constant currency and (ii) Adjusted EBITDA, measured at constant currency at 2025

plan rates. These measures were approved 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 2025 (as in the previous three

years), the Contribution ex-TAC measure and Adjusted EBITDA measure were given equal weight of 40% and 40%,

respectively (collectively 80% for the 2025 quantitative goals). In setting the payout scale for both the Contribution ex-TAC

portion and the Adjusted EBITDA portion of the quantitative goals, payout levels were set to be challenging, yet

achievable, taking the business context into consideration. Finally, when determining quantitative performance, the

Company's reported Contribution ex-TAC for 2025 was to be adjusted for EBP purposes by using the same exchange rate

as was used to establish the Contribution ex-TAC targets in February 2025.

The payout scale on the Contribution ex-TAC portion of the 2025 quantitative goals approved in early 2025 was

as follows, with Contribution ex-TAC growth measured, in each case, on a constant-currency basis:

•If 2025 Contribution ex-TAC was below $1,117 million, the payout on the Contribution ex-TAC portion of

the quantitative goals would have been zero;

•If 2025 Contribution ex-TAC growth was between $1,117 million and the $1,201 million target, the payout

on the Contribution ex-TAC portion of the quantitative goals would be between 50% and 100% of target;

•If 2025 Contribution ex-TAC growth was between the $1,201 million target and the $1,321 million stretch

target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between 100% and 150%

of target;

•If 2025 Contribution ex-TAC growth was between the $1,321 million stretch target and the $1,381 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 2025 Contribution ex-TAC growth was $1,381 million or 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 2025 quantitative goals

would be based on 7.2% growth for a target level payout and 23.3% growth for a maximum level payout.


2024 Contribution ex-TAC* ($ millions)	2025 Contribution ex-TAC Targets*
	Threshold		Target		Stretch		Max
	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth

1,120	1,117	(0.3)%	1,201	7.2%	1,321	18.0%	1,381	23.3%

*Presented in constant currency at 2025 plan rates. 2024 reported Contribution ex-TAC was $1,121.5 million.

The payout scale on the Adjusted EBITDA portion of the 2025 quantitative goals approved in early 2025 was as

follows, in each case calculated on an absolute basis and excluding currency impacts:

•If 2025 Adjusted EBITDA was less than $333 million, the payout on the Adjusted EBITDA portion of the

quantitative goals would have been zero;

•If 2025 Adjusted EBITDA was between $333 million and the $392 million target, the payout on the

Adjusted EBITDA portion of the quantitative goals would be between 50% and 100% of target;

•If 2025 Adjusted EBITDA was between the $392 million target and the $461 million stretch target, the

payout on the Adjusted EBITDA portion of the quantitative goals would be between 100% and 150% of target;

•If 2025 Adjusted EBITDA was between the $461 million stretch target and the $490 million maximum

target, the payout on the Adjusted EBITDA portion of the quantitative goals would be between 150% and 200% of

target; and

•If 2025 Adjusted EBITDA was $490 million or greater, our executives could achieve the maximum payout

on the Adjusted EBITDA portion of the quantitative goals, which was 200%.


2024 Adjusted EBITDA* ($ millions)	2025 Adjusted EBITDA Targets
	Threshold	Target	Stretch	Max
	Amount ($ millions)	Amount ($ millions)	Amount ($ millions)	Amount ($ millions)

390	333	392	461	490

*Presented in constant currency at 2025 plan rates. 2024 reported Adjusted EBITDA was $390.1 million.

The quantitative goals determined in early 2025 and the achievement levels for such goals were designed to

ensure proper alignment between the 2025 EBP and the internal 2025 financial plan supporting the guidance that we

published at the beginning of 2025.

The chart below sets forth the 2025 quantitative goal performance levels and the achievement levels for such

goals, as well as actual Company performance for 2025 against which executive performance was measured.

Payout Scale

Performance

Measure

Weight

50%

100%

150%

200%

Actual

Achievement

as Percent of

Target

Payout of

Bonus

Opportunity

2025

Contribution

ex-TAC*

40%

$1,117

million

$1,201

million

$1,321

million

≥$1,381

million

$1,160

million

96.6%

76%

2025 Adjusted

EBITDA*

40%

$333

million

$392

million

$461

million

≥$490

million

$412

million

105.1%

115%

*Calculated on a constant currency basis and using the same exchange rate as was used to set the target performance levels in February

2025. The Company's as reported constant currency Contribution ex-TAC was $1,160.7 million.

As shown above, year-over-year Contribution ex-TAC growth was 4% at constant currency, which resulted in a

96.6% payout for the Contribution ex-TAC portion of the quantitative goals, and Adjusted EBITDA was $412 million, which

resulted in a payout of 105.1% on the Adjusted EBITDA portion of the quantitative goals, averaging 100.9% for the

financial metric performance. This resulted in a total of 96% of the target bonus amounts to the 2025 EBP participants with

100% achievement of the qualitative goals discussed below.

Qualitative Goals

Pursuant to the EBP, the Board of Directors approved individual qualitative goals for each of the 2025 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 was evaluated at the discretion of the Board of

Directors. The qualitative goals for 2025 were selected for Mr. Komasinski, Ms. Glickman, and Mr. Damon in the first half

of 2025 by the compensation committee with the intent to be rigorous and difficult to achieve. The qualitative goals for

2025 included: (i) for Mr. Komasinski, to refine and begin to deliver on a compelling three year strategy (including capital

allocation strategy), deliver on 2025 financial commitments, increase Criteo customer satisfaction and brand value,

inspire, develop and retain talent towards long term success and effective organizational leadership; (ii) for Ms. Glickman,

to deliver against our numbers, enable Criteo’s strategy and execution, strengthen our finance processes, share a

compelling and measurable equity story and team leadership; and (iii) for Mr. Damon, to execute on various initiatives in

legal and corporate affairs, prioritize key transformation initiatives, deliver against our numbers for AdTech services and

team leadership.

The compensation committee determined that the 2025 EBP participants generally 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 2025 EBP (weighted 20% of the

total EBP), the compensation committee recommended, and the Board of Directors approved, a 100% payout with respect

to Mr. Komasinski, a 100% payout with respect to Ms. Clarken (as provided for in her Transition Agreement), a 125%

payout with respect to Ms. Glickman, and a 125% payout with respect to Mr. Damon. No individual performance was

assessed and no annual bonus payable with respect to Mr. Gleason, as he left the Company effective July 29, 2025.

2025 Annual Cash Bonus Payouts

The Board of Directors approved annual incentive bonus awards for each of the named executive officers as

follows:


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
Michael Komasinski	100%	$687,500	95%	100%	96%	$660,000
Megan Clarken	100%	$146,986	95%	100%(1)	96%	$141,107
Sarah Glickman	85%(2)	$436,606	95%	125%	101%	$440,972
Ryan Damon	70%	$343,000	95%	125%	101%	$346,430
Brian Gleason	100%	$330,822	95%	—%	—%	0(3)

(1) The individual performance for Ms. Clarken was agreed to in the Transition Agreement dated August 26, 2024 between the Company and Megan Clarken.
(2) Ms. Glickman’s target bonus as a percentage of base salary was increased from 75% to 85% in 2025 to maintain market competitiveness.
(3) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

Long-Term Incentives

Long-term incentives (“LTIs”) 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 the

total target direct compensation opportunity for our named executive officers 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.

We use a mix of RSUs and PSUs to provide LTIs to our executive officers pursuant to the Company's 2015 Time-

Based Restricted Stock Unit Plan and 2015 Performance-Based RSU Plan.The combination of 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, and is also consistent with the practice in a strong

majority of our peer companies. The Board of Directors generally grants our executive officers 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 after taking into account the following factors:

•the individual performance assessment of each executive officer, the results and contributions delivered

during the year, as well as his or her anticipated potential future impact;

•the competitive positioning of the target value of each equity award when compared to the equity values

delivered to executives in comparable roles at the companies in our peer group and the broader market for

our industry sector;

•the mix of RSUs and PSUs needed to stay at the forefront of our peer and broader market practices, as well

as 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

2025 Annual Equity Awards

After considering the factors set forth above, the Board of Directors, upon recommendation of the compensation

committee, determined that the 2025 LTI compensation to be granted to Mr. Komasinski, Ms. Glickman, Mr. Damon and

Mr. Gleason should be (i) 30% RSUs and 70% PSUs (35% financial PSUs and 35% TSR-based PSUs) for Mr.

Komasinski; and (ii) 40% RSUs and 60% PSUs (30% financial PSUs and 30% TSR-based PSUs) for Ms. Glickman and

Mr. Damon. Ms. Clarken was not considered for an equity award in view of her retirement on February 15, 2025 and Mr.

Gleason’s equity award was forfeited in connection with his resignation as Chief Revenue Officer and President, Retail

Media, effective July 29, 2025.

The table below sets forth the equity awards granted by the Board of Directors to our named executive officers in

2025:



Name	Shares Issuable Upon Vesting of PSUs Granted in 2025 (At Target)(1)	Shares Issuable Upon Vesting of RSUs Granted in 2025	Total Value of Equity Awards in 2025 (in thousands)(2)
Michael Komasinski	120,482	176,635(3)	$9,591
Megan Clarken	0	0	$0
Sarah Glickman	48,685	32,456	$3,300
Ryan Damon	36,882	24,588	$2,500
Brian Gleason(4)	91,960	28,522	$4,900

(1) The number of PSUs set forth in this column show the PSU awards at target (100%). The number of PSU awards that may be earned by our named executive officers assuming the maximum possible achievement of 200% of target (which would represent 240,964 PSUs for Mr. Komasinski, 97,370 PSUs for Ms. Glickman, 73,764 PSUs for Mr. Damon and 183,920 PSUs for Mr. Gleason), with 50% of the amount granted in the form of financial PSUs and 50% granted in the form of TSR-based PSUs. As set forth in the section below, 71% of the target of Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 financial PSU awards were earned based on the respective level of performance achieved
(2) Under our Board of Directors approved equity award grant policy, the number of shares subject to each equity award is based on the target value of the award divided by the average of the 45-trading-day closing price calculated on the date of determination. For this purpose, the “date of determination” is the date five (5) trading days prior to the date on which the Board of Directors grants the equity award, provided that the fair market value of our shares is not more or less than 10% of the closing market price of our shares on the date of determination. The values disclosed in this table may differ from the grant date fair value of the 2025 stock awards as reported in the Summary Compensation Table, which is computed in accordance with the FASB ASC Topic 718
(3) The number of RSUs consists of 125,000 RSUs awarded to Mr. Komasinski in a supplemental grant of RSUs approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action, and 51,635 RSUs awarded to Mr. Komasinski in his initial grant in February 2025.
(4) As Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025, these PSUs and RSUs were forfeited in connection with his resignation

2025 PSU Awards

Our Ordinary Shares subject to the PSUs granted to the named executive officers are to be earned contingent

upon the attainment of performance goals set by the Board of Directors, with the earned shares (if any) subject to an

additional time-based vesting requirement. In the first quarter of 2025, Mr. Komasinski (including both his New Hire

Awards and 2025 PSU award), Ms. Glickman, Mr. Damon and Mr. Gleason were granted, assuming achievement of the

goals at the target level (100%), 120,482, 48,685, 36,882 and 91,960 PSUs, respectively. 50% of each named executive

officer's PSUs were granted in the form of financial PSUs (the “Financial PSUs”) and the other 50% were granted in the

form of TSR-based PSUs (the “TSR-Based PSUs”), provided that, as described above, Mr. Komasinski’s TSR-based

PSUs were converted to Financial PSUs in December 2025 (see “Compensation Discussion and Analysis—New Hire

Package and Year One Compensation for New CEO”). The Board of Directors set a combination of 2025 Retail Media

Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA as the goal for the Financial PSUs and relative total

shareholder return versus the Nasdaq Composite Index as the goal for the TSR-Based PSUs, provided that with respect

to Mr. Komasinski’s TSR-based PSUs that were modified in December 2025, the financial targets will be based on the

2026 and 2027 financial plan.

Financial PSUs have a one-year performance measurement period and vest over three years. Because French

law prohibits vesting of restricted stock before the second anniversary of the grant date, two-thirds of the earned PSUs will

vest on the second anniversary of the grant date; the remaining one-third will vest on the third anniversary of the grant

date.

TSR-based PSUs are subject to an extended performance measurement period, such that 50% will vest based on

the Company's TSR performance relative to that of the Nasdaq Composite Index through the second anniversary of the

grant date, and the remaining 50% will vest based on the Company's TSR performance relative to that of the Nasdaq

Composite Index through the third anniversary of the grant date.

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 200% of target to create

a long-term incentive opportunity to incentivize and reward over-performance. Any excess (unearned) portion of the grant

will be recaptured (and returned to the equity pool), which for the financial PSUs, will occur in the year following the grant

date, well in advance of the financial PSUs’ vesting date. Below we have described the application of the 2025 financial

goals that apply to Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 PSU grants.

Financial PSUs

Given its critical importance to our shareholders, and the impact on future growth, the compensation committee

and Board of Directors determined it was appropriate to maintain Retail Media Contribution ex-TAC as the primary

performance metric for the Financial PSUs in 2025, weighted at 60%, but then balanced with the broader financial metrics

of Adjusted EBITDA and Contribution ex-TAC, each with a 20% weighting. Furthermore, our compensation committee and

Board of Directors determined that it was appropriate to maintain a one-year performance period for the Financial PSUs

for 2025, while maintaining a longer, multi-year performance period for the TSR-Based PSUs.

The following table sets forth the 2025 achievement and related payout levels for the Retail Media Contribution

ex-TAC, Contribution ex-TAC and Adjusted EBITDA metrics for the Financial PSUs, as well as the actual Company

performance for 2025.

Payout Scale

Performance

Measure

Weight

50%

100%

150%

200%

Actual

Bonus

Factor

Achievement

Plan

Payout

(Percent of

Target)

2025 Retail

Media

Contribution

ex-TAC(1)

60%

$252

million(2)

$308

million

$331

million

$354

million

$257

million

54%

83.4%

2025

Contribution

ex-TAC(1)

20%

$1,117

million

$1,201

million

$1,321

million

$1,381

million

$1,160

million*

76%

96.6%

2025 Adjusted

EBITDA(1)

20%

$333

million

$392

million

$461

million

$490

million

$412

million

115%

105.1%

(1) Calculated on a constant currency basis and using the same exchange rate as was used to set the targets in

February 2025.

(2) Reflects a reduction of the Retail Media Contribution ex-TAC threshold target achievement level from $277

million to $252 million, as approved by the Board of Directors in December 2025. For more information on this

revision, please see the discussion below.

Upon review of the projected achievement level of 2025 Financial PSUs, the Board of Directors determined that

the impact of the reduced scope for two specific Retail Media clients, as disclosed on May 2, 2025, would have

disproportionate impact on the overall result of our Retail Media Contribution ex-TAC metric, which represented 60% of

the total plan. The Board of Directors therefore decided in December 2025 to reduce the minimum threshold achievement

level for this particular performance condition from $277 million to $252 million, representing flat year-on-year growth, in

order to allow for potential limited payout on this component if positive growth were still achieved, while keeping the

original target for Retail Media Contribution ex-TAC and related achievement levels unchanged. The Board of Directors

determined that this would still allow for a partial payout with respect to this metric, which would still be well below target

achievement level, and believed that this would result in a more balanced representation of the Company’s overall

financial performance.

Actual Retail Media Contribution ex-TAC for 2025 was $257 million, actual Contribution ex-TAC for 2025 was

$1,160 million, and actual Adjusted EBITDA for 2025 was $412 million, each as calculated on a constant currency basis

using the same exchange rate as was used to set the targets, resulting in a 71% of target payout with respect to the

Financial PSUs.


Named Executive Officer	Title	2025 Financial PSU Target	Payout
Michael Komasinski	CEO	60,241	42,771
Sarah Glickman	CFO	24,343	17,284
Ryan Damon	CLTO	18,441	13,093

Our compensation committee and Board of Directors believe that a time-based vesting requirement for any

earned PSUs is important to satisfy our retention objectives and longer-term alignment with our shareholders’ interests.

The Financial PSUs earned with respect to 2025 are subject to an overall three-year vesting schedule, which vesting is

subject to the named executive officer’s continued employment with the Company as of the applicable vesting date.

TSR-Based PSUs

With regard to the TSR-based PSUs, the compensation committee and the Board of Directors believe that the use

of a TSR metric promotes longer-term alignment with shareholders and a relative metric establishes a direct link between

the compensation of our named executive officers and long-term enterprise value creation as payouts under the PSUs are

determined by the Company's long-term TSR performance relative to that of the Nasdaq Composite Index. The

compensation committee and the Board of Directors, determined that the use of the Nasdaq Composite Index was an

appropriate benchmark given the broad-market nature of the index, its use among other software/media companies, its

administrative simplicity and its transparency.

In setting the performance goals for the 2025 TSR-based PSUs, after considering market best practices, the

Board of Directors determined that payouts under the TSR-based PSUs would range from 0% to 200% of the target

PSUs, with relative TSR performance at the 55th percentile resulting in 100% payout, and relative performance at the 80th

percentile or better resulting in a 200% payout; provided, however, that if the Company's absolute TSR is negative, then

payout for the TSR-based PSUs cannot exceed 100% regardless of the Company's relative percentile performance. In

this way, the payouts under the TSR-based PSUs are intended to be aligned with performance levels that are considered

challenging.

To facilitate the transition to the use of multi-year performance measurement periods, the Board of Directors

determined that it was appropriate to measure relative TSR compared to the Nasdaq Composite Index over a two-year

performance period for 50% of the TSR-based PSUs and over a three-year performance period for the other 50% of the

PSUs, in each case with the PSUs subject to the awards to be earned and vest through the second and third

anniversaries, respectively of the awards’ grant date, which vesting is subject to the named executive officer’s continued

employment with the Company as of the applicable vesting date.

The following table sets forth the 2024 Total Shareholder Return goal for the 2024 TSR-Based PSU awards.


Criteo’s TSR Percentile vs. Nasdaq Composite Index(1)		Potential Percentage of TSR-Based PSUs Earned(2)(3)
0 - 30th		0%
55th		100% (Target)
80th - 100th		200% (Max)
(1) TSR is measured as the percentage change in the 30-trading-day average adjusted closing price of a share of Criteo and the Nasdaq Composite Index as measured on the first and last day of the applicable two-year and three-year performance periods beginning on March 1, 2024, the grant date of the TSR-based PSUs (2) Achievement is linear for relative TSR between tranches and paid to one decimal point (3) Earned PSUs are capped at target (100%) if the Company's absolute TSR is negative

As well as meeting the relative TSR performance goals, the executive officers must remain employed through the

second and third anniversaries of the TSR-based PSU grant date in order to vest in the PSUs.

The first 50% tranche of the TSR-based PSUs, with a performance period measured from March 1, 2024 to March

1, 2026, resulted in the Company’s TSR percentile at (38.34%) and therefore a payout at 33%.

The second 50% tranche of the TSR-based PSUs granted to Ms. Glickman and Mr. Damon in 2024 will not vest (if

earned) until March 2027.


Applicable Named Executive Officers	Title	2024 TSR PSU Tranche 1 at Target	Payout
Sarah Glickman	CFO	14,894	4,915
Ryan Damon	CLTO	12,622	4,165

2025 RSU Awards

Our 2025 RSU awards have a four-year vesting schedule. Because French law prohibits vesting of restricted

stock before the second anniversary of the grant date, 50% of the award vests on the second anniversary of the date of

grant, and the remainder vests in equal quarterly installments thereafter over the subsequent two-year period, which

vesting is subject to the named executive officer’s continued employment with the Company as of the applicable vesting

date.

Share Ownership and Equity Awards

As discussed above, long-term incentive compensation in the form of equity awards is an important tool for the

Company to attract industry leaders of the highest caliber in the global 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 assist with the achievement of both short-term and long-term corporate objectives.

As a result, each of our named executive officers accumulates substantial exposure to our stock price, which,

when coupled with time-based and performance-based vesting, we believe results in strong alignment of our executives’

interests with those of our shareholders. Furthermore, our Insider Trading Policy prohibits short sales, trading in derivative

instruments and other inherently speculative transactions in our equity securities by our employees and related persons.

Share Ownership Requirements

We maintain share ownership guidelines for our Section 16 executive officers. In October 2025, the Board of

Directors, upon the recommendation of the Compensation Committee, amended the share ownership guidelines to more

closely align with market practices. Under the amended guidelines (i) our Chief Executive Officer is required to acquire

and own securities in an amount equal to the lesser of (a) 200,000 shares or (b) five times the Chief Executive Officer’s

annual base salary and (ii) all other Section 16 executive officers are required to acquire and own securities in an amount

equal to the lesser of (a) 45,000 shares or (b) two times their annual base salary. For purposes of this requirement under

the amended guidelines, the after-tax value of all unvested RSUs and earned unvested PSUs is included and “in-the-

money” value of vested but unexercised stock options is not included. The Section 16 officers are required to meet their

applicable ownership requirements within five years of becoming subject to them. If required share ownership is not

satisfied within five years, the individual must retain 50% of any shares resulting from vested RSUs or PSUs until the

guidelines are met.

We also maintain share ownership guidelines for our non-employee directors (including the chairperson of our

Board of Directors). For more details on the non-employee director share ownership guidelines, see “Director

Compensation—Non-Employee Director Share Ownership Guidelines.”

In addition to these share ownership guidelines, our Board of Directors require that one percent of the shares

resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by our chairperson (if

applicable), Chief Executive Officer and Deputy Chief Executive Officers (“directeurs généraux délégués”), if any, be held

by such persons until the termination of their respective offices. For 2025, (i) Ms. Picard was the chairperson of our Board

of Directors until April 9, 2025, (ii) Mr. van der Kooi was the chairperson of our Board of Directors as from April 9, 2025, (iii)

Ms. Clarken was our Chief Executive Officer until February 15, 2025 and (iv) Mr. Komasinski was our Chief Executive

Officer as from February 15, 2025.

The table below shows the total exposure that each of our named executive officers had to Criteo’s stock as of

March 31, 2026, including both vested and unvested equity awards. Ms. Clarken retired from her role as Chief Executive

Officer on February 15, 2025 and Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective

July 29, 2025, and they are therefore no longer subject to the Company’s share ownership guidelines.


Name	Ordinary Shares and ADSs (1)	Securities underlying option awards (2)	Securities underlying RSU and PSU awards (3)	Total
Michael Komasinski	—	—	1,109,399	1,109,399
Sarah Glickman	213,063	—	410,031	623,094
Ryan Damon	3,850	—	316,294	320,144

		Total for all named executive officers:		2,052,637

(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2025, please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.”
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2025, please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.” For more information applicable to PSU awards, please see “— Long-Term Incentives.

Other Compensation Information

Employee Benefit Programs

Each of our executive officers is eligible to participate in the employee benefit plans available to our employees in

the country in which they are employed, including medical, dental, group life and disability insurance, in each case on the

same basis as other employees in such country, subject to applicable law. We also provide vacation and other paid

holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer

companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive

marketplace. Health, welfare and vacation benefits ensure that we have a productive and focused workforce through

reliable and competitive health and other benefits.

Our retirement savings plan for U.S. employees is a tax-qualified 401(k) retirement savings plan (the “401(k)

Plan”), pursuant to which all employees, including any named executive officer employed by our U.S. subsidiary (Criteo

Corp.), are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal

Revenue Code. In 2025, we provided a 100% matching contribution on employee contributions up to the first 3% of

eligible compensation and a 50% matching contribution for the next 2% of eligible compensation. Each of Mr. Komasinski,

Ms. Glickman, and Mr. Damon participate, and Ms. Clarken and Mr. Gleason participated until they departed the

Company, on the same basis as our other eligible employees.

Perquisites and Other Personal Benefits

We provide limited perquisites to our named executive officers. For more information on the perquisites and other

personal benefits provided to our named executive officers, please refer to footnote (7) to the 2025 Summary

Compensation Table in “Executive Compensation – Compensation Tables” included elsewhere in this Form 10-K/A.

Timing of Compensation Actions

Compensation, including base salary adjustments, for our named executive officers is reviewed annually, usually

in the first quarter of the fiscal year, and upon promotion or other changes in job responsibilities.

Equity Grant Policy

In fiscal year 2025, we did not grant any stock options, stock appreciation rights or similar awards under the Criteo

Amended 2016 Stock Option Plan and we have not granted stock options to our named executive officers since

December 2019. There are no current plans to grant stock options, stock appreciation rights or other similar appreciation-

based awards as incentive compensation. The timing of our equity grants to the named executive officers is set without

regard to anticipated earnings or other major announcements by the Company.

Short Sale and Derivatives Trading Policy

As noted in more detail above under the caption “Insider Trading and Anti-Hedging/Pledging Policies,” our Insider

Trading Policy prohibits short sales, trading in derivative instruments and other inherently speculative transactions in our

equity securities by our employees and related persons.

Executive Compensation Recovery (“Clawback”) Policy

We maintain a “clawback” policy, adopted by our Board of Directors in October 2023, which incorporates the

requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy

requires us to recoup erroneously awarded incentive-based compensation from current and former executive officers (as

such term is defined in Rule 10D-1, for purposes of this section, a “Section 16 officer”) in the event that the Company is

required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement

under securities laws. The clawback policy became effective with respect to incentive-based compensation received by

such Section 16 officers on or after October 2, 2023. A copy of the clawback policy is filed as Exhibit 97.1 to our Annual

Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 26, 2026.

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.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item

402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee

recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Form 10-K/A.

THE COMPENSATION COMMITTEE

Nathalie Balla (Chair)

Edmond Mesrobian

Ernst Teunissen

COMPENSATION TABLES

Summary Compensation Table

The following Summary Compensation Table sets forth, for the three years ended December 31, 2025, 2024 and

2023, respectively, the compensation earned by (i) our principal executive officer, (ii), our former principal executive officer

who served during a portion of the fiscal year, (iii) our principal financial officer, (iv) 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, and (v)

our former executive officer who served during a portion of the fiscal year. (collectively, our named executive officers).


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)(4)(5)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(6)	All Other Compensation ($)(7)	Total ($)
Michael Komasinski	2025	657,534	1,100,000	10,043,994	—	660,000	16,032	12,477,560
Chief Executive Officer

Megan Clarken (8)	2025	146,986	—	—	—	141,107	151,951	440,044
Former Chief Executive Officer	2024	711,325	—	8,818,593	—	1,001,546	124,206	10,655,670
	2023	665,000	—	7,729,000	—	768,819	50,844	9,213,663

Sarah Glickman	2025	529,000		3,593,941	—	440,972	16,322	4,580,235
Chief Financial Officer	2024	516,817	100,000	3,251,846	—	514,750	16,122	4,399,535
	2023	476,000	—	3,138,000	—	412,953	14,132	4,041,085

Ryan Damon	2025	490,000		2,722,660	—	346,430	9,830	3,568,920
Chief Legal and Transformation	2024	482,541	100,000	2,755,814	—	414,411	8,713	3,761,479
Officer	2023	455,000	—	2,092,000	—	371,519	6,349	2,924,868

Brian Gleason (9)	2025	330,822		5,516,191	—	—	15,039	5,862,052
Former Chief Revenue Officer	2024	550,137	200,000	3,196,564	—	774,593	15,042	4,736,336
and President, Retail Media

(1)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S.

dollars. In 2023, 2024 and 2025, all compensation calculations were in U.S. dollars

(2)The amounts reported in the “Bonus” column include an integration bonus related to the August 2022 acquisition of Iponweb,

which was granted to members of the leadership team. For Michael Komasinski, this includes (i) a sign-on bonus pursuant to

his management agreement and (ii) a discretionary cash payment of $100,000 approved by the Board of Directors as an

extension of Mr. Komasinski’s sign-on bonus, which discretionary amount was paid in cash and is taxable as ordinary income

(for more information, see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New

CEO”). For Brian Gleason, this amount also includes the last installment of his retention bonus in 2024.

(3)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 FASB ASC Topic 718. For information regarding the assumptions used in determining the

fair value of awards granted in 2025, 2024 and 2023 please refer to Note 15, Note 16 and Note 16 (Share-based

Compensation), respectively, of our Annual Reports on Form 10-K, each as filed with the SEC on February 26, 2026, February

26, 2025 and February 23, 2024, respectively.

(4)The amounts reported in the “Stock Awards” column reflect the grant date fair value of the PSU awards measured at target

(100%) for financial PSUs, and using a Monte-Carlo valuation model of market conditions for TSR-based PSUs, for all years

shown, computed in accordance with FASB ASC Topic 718. The grant date face value for the relative TSR-based PSUs, as

considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732 for Ms. Glickman,

$715,695 for Mr. Damon and $1,784,484 for Mr. Gleason. Note, however, that the maximum PSU payout possible for year

2023 is 150% of target and 200% of target for 2024 and 2025. The grant date fair value assuming the highest level of

performance conditions will be achieved for the financial PSUs granted in 2025, calculated as the maximum PSU payout

possible for year 2025 (200% of target) multiplied by the per-share grant date fair value, would be $4,675,906 for Mr.

Komasinski, $1,889,465 for Ms. Glickman, $1,431,390 for Mr. Damon and $3,568,968 for Mr. Gleason. The modification of Mr.

Komasinski’s 2025 financial PSUs resulted in no incremental compensation expense and thus did not affect the grant date fair

value as computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for the

modification of Mr. Komasinski’s 2025 financial PSUs, see “Compensation Discussion and Analysis—New Hire Package and

Year One Compensation for New CEO.”

(5)The amount reported for Mr. Komasinski includes (i) a supplemental grant of 125,000 RSUs with a grant date value of

$2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action; and (ii)

the incremental fair value of $362,356 related to the conversion of his relative TSR PSUs to financial PSUs, in each case,

computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for these actions, see

“Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”

(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, 2025, 2024 and 2023

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 2025.

(7)The amounts reported in the “All Other Compensation” column for 2025 include the benefits set forth in the table below. The

incremental cost to the Company is based on premiums paid and amounts reimbursed by the Company to the named

executive officer.


Named Executive Officer	Life Insurance and Disability Benefit Plan Contributions ($)(a)	Defined Contribution Plan Contributions ($)(b)	Tax Reimbursements ($)(c)	Tax Assistance ($)(d)	Advisor Fees ($)(e)
Michael Komasinski	2,032	14,000	—	—	—
Megan Clarken	1,137	14,000	21,022	32,402(f)	83,390
Sarah Glickman	2,322	14,000	—	—	—
Ryan Damon	1,242	—	4,208	4,380	—
Brian Gleason	725	14,000	315	—	—

(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 Mr. Komasinski, Ms. Clarken, Ms.

Glickman, Mr. Damon and Mr. Gleason, for those who elected to participate in our 401(k) plan.

(c)Represents Company-paid taxes for items such as tax filing assistance. For Ms. Clarken, certain tax assistance benefits

were agreed to pursuant to her Transition Agreement.

(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.

(e)Represents the cost to the Company of Ms. Clarken’s compensation as a senior advisor to the Company.

(f)Represents the aggregate amount of various invoices processed and reported through payroll as imputed income, which

reflects the actual incremental costs paid by the Company to provide this tax assistance for Ms. Clarken.

(8) Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025.

(9) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

2025 Grants of Plan-Based Awards Table

The following table sets forth the grants of plan-based awards to the named executive officers during the year

ended December 31, 2025.


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 ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Michael Komasinski(5)	—	343,750	687,500	1,375,000	—	—	—	—	—	—	—
	2/28/2025	—	—	—	30,121	60,241	120,482	—	—	—	3,506,930
	2/28/2025	—	—	—	30,121	60,241	120,482	—	—	—	1,713,254
	2/28/2025	—	—	—	—	—	—	51,635	—	—	2,003,954
	12/22/2025	—	—	—	—	—	—	125,000(6)	—	—	2,457,500
	12/22/2025	—	—	—	30,121	60,241	120,482	—	—	—	362,356
Megan Clarken(7)	—	73,493	146,986	293,972	—	—	—	—	—	—	—
	2/28/2025	—	—	—	0	0	0	—	—	—	0
	2/28/2025	—	—	—	0	0	0	—	—	—	0
	2/28/2025	—	—	—	—	—	—	0	—	—	0
Sarah Glickman	—	218,303	436,606	873,212	—	—	—	—	—	—	—
	2/28/2025	—	—	—	12,171	24,343	48,685	—	—	—	944,732
	2/28/2025	—	—	—	12,171	24,342	48,685	—	—	—	1,389,592
	2/28/2025	—	—	—	—	—	—	32,456	—	—	1,259,617
Ryan Damon	—	171,500	343,000	686,000	—	—	—	—	—	—	—
	2/28/2025	—	—	—	9,221	18,441	48,685	—	—	—	715,695
	2/28/2025	—	—	—	9,221	18,441	48,685	—	—	—	1,052,704
	2/28/2025	—	—	—	—	—	—	24,588	—	—	954,260
Brian Gleason(8)	—	0	0	0	—	—	—	—	—	—	—
	2/28/2025	—	—	—	10,696	21,392	42,784	—	—	—	830,224
	2/28/2025	—	—	—	10,696	21,392	42,784	—	—	—	1,221,162
	2/28/2025	—	—	—	—	—	—	28,522	—	—	1,106,939

(1)The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent each

named executive officer’s annual cash bonus opportunity that could have been earned in respect of the annual cash incentive

established in 2025 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 2025. The threshold achievement level for a particular performance condition affecting a portion of

the annual cash incentive opportunity was adjusted. For more information see “Compensation Discussion and Analysis—

Annual Incentive Bonus.”

(2)All PSUs were granted under our Amended and Restated 2015 PSU Plan. The number of these PSUs that were actually

earned and received by each named executive officer (if any) was determined in the following fiscal year. Of those PSUs

actually earned and received, for the financial PSUs, two-thirds will vest on the two-year anniversary of the grant date, and the

remainder will vest on the three-year anniversary of the grant date. For the TSR-based PSUs, 50% will be earned and vest on

the two-year anniversary of the grant and the remainder will vest on the three-year anniversary of the grant date.

(3)All RSUs were granted under our Amended and Restated 2015 Time-Based RSU Plan.

(4)Represents the grant date fair value, measured in accordance with FASB ASC Topic 718, of PSU awards and RSU awards

made in 2025. Grant date fair values are calculated pursuant to assumptions set forth in Note 15 of our 2025 Annual Report on

Form 10-K as filed with the SEC on February 26, 2026. The grant date face value for the relative TSR-based PSUs comprising

the PSU awards, as considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732

for Ms. Glickman, $715,695 for Mr. Damon and $1,784,484 for Mr. Gleason.

(5)On December 22, 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into

financial PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while

preserving the original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For

more information, please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for

New CEO.” The grant date for this modified award represents the modification date with respect to such award in accordance

with FASB ASC 718. The grant date fair value of this award represents the incremental fair value of the award as of the

modification date computed in accordance with FASB ASC Topic 718.

(6)This RSU award represents a one-time grant of a time-vesting equity award to Mr. Komasinski, approved by the Board of

Directors in December 2025. For more information, please see “Compensation Discussion and Analysis—New Hire Package

and Year One Compensation for New CEO.”

(7)Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025. Due to Ms. Clarken’s retirement, she was

not eligible to participate in the full year bonus program, so the threshold, target and maximum amounts are pro-rated for 2025.

(8)Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

Executive Employment Agreements

We have entered into an employment agreement with each of the named executive officers and, in connection

with her retirement, a transition agreement with Ms. Clarken, the material terms of which are described below. Each of the

agreements with our named executive officers is for an indefinite term. The provisions of these arrangements relating to

termination of employment are described under “Potential Payments Upon Termination or Change of Control” below. See

“Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program” for a

discussion of the elements of compensation of each of the named executive officers for the year ended December 31,

2025.

Mr. Komasinski

Criteo Corp. entered into a management agreement with Mr. Komasinski, dated as of December 18, 2024, in

connection with his employment by Criteo Corp. The management agreement, provided that Mr. Komasinski was entitled

to receive an annual base salary of $750,000 and will be eligible to receive a target annual bonus opportunity equal to

100% of his annual base salary and a maximum annual bonus opportunity equal to 200% of his annual base salary. The

annual bonus opportunity pursuant to the Company’s Executive Bonus Plan is based on the Company’s financial

performance and the assessment by the Board of individual performance. Mr. Komasinski’s remuneration is in respect of

his role as Chief Executive Officer of our wholly-owned subsidiary, Criteo Corp.

The management agreement also provided that Mr. Komasinski would receive a sign-on bonus equal to

$1,000,000 on the first regularly scheduled payroll date following his start date of February 15, 2025. In addition, Mr.

Komasinski’s incentive-based compensation is subject to recoupment pursuant to the Company’s clawback policy

adopted by the Board of Directors and in effect from time to time.

The management agreement provided that Mr. Komasinski would receive (i) a sign-on equity grant with an

aggregate grant date fair market value equal to $2,000,000 in the following mix of RSUs and PSUs: 30% RSUs and 70%

PSUs (comprised of 35% Financial PSUs and 35% TSR-based PSUs (each as defined below)), and (ii) a 2025 annual

equity grant with a grant date fair market value of $5,000,000 in the same mix of RSUs and PSUs as the sign-on equity

grant.

Pursuant to the management agreement, Mr. Komasinski is subject to customary restrictive covenants provided

by the Company’s protective covenants agreement, including a requirement not to compete with the Company and its

affiliates anywhere in the world for a period of 12 months after termination of employment. As an employee of Criteo

Corp., Mr. Komasinski will not receive any additional compensation for his service on the Board of Directors.

Ms. Clarken

On August 26, 2024, we announced that Ms. Clarken would retire from the Company after completion of a search

process for her successor and a transition period. To ensure a smooth transition, on August 26, 2024, Criteo Corp. and

Ms. Clarken entered into a Transition Agreement (the “Transition Agreement”), which set forth the terms of Ms. Clarken’s

phased transition.

Pursuant to the terms of the Transition Agreement, Ms. Clarken served in a full-time capacity as Chief Executive

Officer and a member of the Board of Directors until her successor Chief Executive Officer was appointed by the Board of

Directors and commenced services (the “Transition Date”), which occurred with the appointment of Michael Komasinski

with the effective date of February 15, 2025. Ms. Clarken stepped down from her roles on the Transition Date and

remained employed as a senior advisor to the Board of Directors and the Chief Executive Officer through November 15,

2025, under the terms of the Transition Agreement. Ms. Clarken received a monthly salary equal to ten thousand dollars

($10,000) for her services as a senior advisor.

Ms. Clarken did not receive any severance benefits in connection with her separation from the Company on

November 15, 2025.

Ms. Glickman

We entered into an amended and restated executive employment agreement effective as of November 1, 2024

with Ms. Glickman, our Chief Financial Officer. Under the terms of her employment agreement, Ms. Glickman was entitled

to receive an annual base salary of $529,000 and a target annual bonus opportunity equal to 75% of her annual base

salary.

Our Board of Directors determined that for year ended December 31, 2025, Ms. Glickman would receive an

annual base salary of $529,000, and an increased target annual bonus opportunity equal to 85% of her annual base

salary.

Mr. Damon

We entered into an amended and restated executive employment agreement effective as of November 1, 2024

with Mr. Damon, our Chief Legal and Transformation Officer. Under the terms of his employment agreement, Mr. Damon

was entitled to receive an annual base salary of $490,000, and a target annual bonus opportunity equal to 70% of his

annual base salary.

Our Board of Directors determined that for year ended December 31, 2025, Mr. Damon would receive an annual

base salary of $490,000, with no change to his target annual bonus opportunity.

Mr. Gleason

We entered into an amended and restated executive employment agreement effective as of July 1, 2024 with Mr.

Gleason, our Chief Revenue Officer and President, Retail Media. Under the terms of his employment agreement, Mr.

Gleason was entitled to receive an annual base salary of $575,000, and a target annual bonus opportunity equal to 100%

of his annual base salary. Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29,

2025.

Mr. Gleason did not receive any severance benefits in connection with his resignation.

Outstanding Equity Awards at 2025 Fiscal Year End Table

The following table sets forth the number of securities underlying outstanding equity awards held by the named

executive officers as of December 31, 2025. Ms. Clarken retired from her role as Chief Executive Officer on February 15,

2025 and Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025. Neither

Ms. Clarken nor Mr. Gleason held outstanding equity awards subject to continued vesting or exercise as of December 31,

2025.


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)	Option Exercise Price ($)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Michael Komasinski	02/28/2025	—	—	—	—	51,635	1,064,197	240,964	4,966,268
	12/22/2025	—	—	—	—	125,000	2,576,250	—	—
Megan Clarken	12/11/19	86,715	—	16.61	12/11/29	—	—	—	—
	03/01/2024	—	—	—	—	57,522	1,185,528	—	—
Sarah Glickman	02/24/22	—	—	—	—	3,833	78,998	—	—
	02/23/23	—	—	—	—	31,163	642,269	—	—
	03/01/2024	—	—	—	—	78441	1,616,669	59576	1,227,861
	02/28/2025					32456	668,918	97370	2,006,796
Ryan Damon	02/24/22	—	—	—	—	2,449	50,474	—	—
	02/23/23	—	—	—	—	20,773	428,132	—	—
	03/01/2024	—	—	—	—	66476	1,370,070	50488	1,040,558
	02/28/2025					24588	506,759	73764	1,520,276
Brian Gleason	03/01/2024	—	—	—	—	16,067	331,141	—	—

(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 applicable exchange rate for the exercise price of the stock option awards shown in the Outstanding Equity Awards at

Fiscal Year End table are as follows:

Criteo S.A. 10-K/A