Criteo S.A. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Criteo S.A. on August 27, 2020, regarding events reported on that date. The filing details the appointment of a new Chief Financial Officer (CFO) and the terms of her employment agreement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment terms.
Material Changes
The primary material change is the appointment of Sarah Glickman as Chief Financial Officer, effective September 8, 2020. She replaces Mr. Dave Anderson, who served as interim CFO. Ms. Glickman brings experience from XPO Logistics, Novartis, Honeywell International, and Bristol-Myers Squibb.
Compensation and Employment Terms
- Base Salary: $450,000 annually.
- Annual Bonus: Target of 75% of base salary; maximum of 200% of base salary, based on company and individual performance.
- Sign-on Bonus: $100,000, subject to repayment if employment is terminated within the first 12 months for Cause or by the employee without Good Reason.
- Equity Grants: Time-based Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PSUs), each with a grant date fair market value of $1,375,000.
- Relocation Benefits: Up to $50,000 for relocation expenses if moving to Paris, plus a monthly housing allowance of $5,000 (after tax) and tax/immigration assistance.
- Severance: In the event of Involuntary Termination, Ms. Glickman is entitled to 12 months of base salary and bonus target (or 6 months after the initial 12-month period), plus COBRA/health insurance premiums for 12 or 6 months respectively.
- Change in Control: Immediate vesting of unvested RSUs and PSUs at target levels if terminated within one year of a Change in Control, subject to a two-year holding period.
Risks and Contingencies
The filing notes that the sign-on bonus is contingent on the duration of employment. Additionally, the relocation benefits and certain severance terms are subject to the timing of Ms. Glickman's relocation to Paris, which may be delayed by the COVID-19 pandemic. Ms. Glickman is subject to a 12-month non-compete covenant within the United States following termination.
Investor Verification Checklist
- Verify the effective date of Sarah Glickman's appointment (September 8, 2020) and the departure of the interim CFO.
- Review the attached Offer Letter (Exhibit 10.1) for the full definition of "Good Reason" and "Cause" which trigger specific compensation clauses.
- Confirm the total potential equity value ($2.75 million in RSUs and PSUs) and the vesting schedules associated with these grants.
- Monitor future filings for the actual vesting of equity awards and any subsequent changes to the executive team.