Criteo S.A. Form 8-K/A Summary
Business Context and Reporting Period
This is an Amendment No. 1 to a Current Report (Form 8-K) filed by Criteo S.A. on July 2, 2018, regarding events that occurred on June 26, 2018. The filing details the compensatory arrangements approved by the Board of Directors for Jean-Baptiste Rudelle following his appointment as Chairman and Chief Executive Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
Material Changes and Compensation Details
On June 26, 2018, the Board approved the following compensation package for Mr. Rudelle:
- Base Salary: €495,323 annually, subject to annual review. For 2018, this amount is prorated based on the service period.
- Annual Cash Bonus: Target of 100% of base salary, contingent on performance goals. The maximum bonus opportunity is capped at 200% of the target.
- Stock Options: Grant of 152,833 options under the 2016 Stock Option Plan with an exercise price of €28.69 per share. Vesting occurs 25% on the first anniversary and the remainder in equal quarterly increments over the subsequent 36 months. Options expire 10 years from the grant date.
- Performance Stock Units (PSUs): Potential grant of 83,333 PSUs under the 2015 Performance-Based RSU Plan, subject to Board approval and achievement of specific performance goals. Earned PSUs are subject to time-based vesting.
- Benefits: Participation in French law-mandated insurance programs and reimbursement of business expenses per company policy.
Outlook, Risks, and Contingencies
Termination and Severance: Under French law, Mr. Rudelle's service may be terminated by the Board at any time, with or without cause. In the event of termination (including death or disability) or resignation, Mr. Rudelle is not entitled to severance pay. He will only receive accrued but unpaid base salary through the termination date and reimbursement for properly incurred business expenses.
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for the 83,333 PSUs, as specific goals were not detailed in this filing.
- Confirm the prorated calculation for the 2018 base salary and bonus based on the April 25, 2018 appointment date versus the June 26, 2018 compensation approval.
- Review the Company's 2016 Stock Option Plan and 2015 Performance-Based RSU Plan documents for full terms and conditions.
- Monitor future filings for the Board's determination of specific financial and individual performance goals required for bonus and PSU payout.