Form 4: Criteo CFO Sarah Glickman Awarded 83,502 Shares

Criteo S.A. Chief Financial Officer Sarah Glickman received a grant of 83,502 ordinary shares, subject to a multi-year vesting schedule.

Summary

• Sarah Glickman, Chief Financial Officer of Criteo S.A., was granted 83,502 ordinary shares.
• The transaction date for this acquisition was March 13, 2026.
• The shares were acquired at a price of $0, indicating a grant rather than a purchase.
• Following this transaction, Ms. Glickman beneficially owns 434,344 ordinary shares.
• The shares are subject to time-based vesting: 25% will vest on the one-year anniversary of the grant date, with the remainder vesting in equal portions quarterly over the subsequent 36 months.
• A contingent vesting schedule applies if the Company's conversion into a Luxembourg company is not completed before the first anniversary of the grant date: 50% will vest on the two-year anniversary, and the remainder in equal portions quarterly over the subsequent two-year period.
• Ordinary Shares may be represented by American Depositary Shares (ADS), with each ADS currently representing one Ordinary Share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive for corporate governance and executive retention, as it aligns the CFO's long-term interests with shareholder value creation, which is generally well-received by investors.

Positives

• The equity grant aligns the Chief Financial Officer's long-term financial interests with those of Criteo S.A. shareholders.
• The multi-year vesting schedule serves as a retention incentive for a key executive.

Negatives

• The issuance of new shares for compensation could lead to minor dilution for existing shareholders over time, though this is standard practice for executive compensation.

Risks

• The vesting schedule is contingent on the completion of the Company's conversion into a Luxembourg company, introducing a variable element to the executive's compensation timeline.

Future Outlook

The granted shares are subject to a time-based vesting schedule, with the initial vesting occurring on the one-year anniversary of the grant date and subsequent vesting quarterly over the following 36 months. A contingent vesting schedule is in place if the Company's conversion to a Luxembourg entity is not completed before the first anniversary of the grant date, which would alter the vesting timeline to a two-year anniversary for 50% and quarterly vesting over the subsequent two years.

Industry Context

StockSavvy.ai notes that equity grants are a common and widely accepted practice for executive compensation in the technology and ad-tech industry. This strategy is primarily used to align executive incentives with the long-term performance and strategic objectives of the company, fostering retention and encouraging decisions that enhance shareholder value.

Comparison to Industry Standards

• StockSavvy.ai observes that the multi-year, time-based vesting schedule for executive equity grants is a standard practice across the technology sector, mirroring compensation structures seen at major companies like Google (Alphabet) and Meta Platforms.
• The use of equity as a significant component of executive compensation is consistent with global benchmarks for publicly traded technology firms, aiming to incentivize long-term value creation and executive retention.

Corporate Governance

Related Party Transactions

• The grant of 83,502 ordinary shares to Sarah Glickman, the Chief Financial Officer, constitutes a related party transaction as it involves compensation to a key management personnel.

Stakeholder Impact

• Shareholders: Potential minor dilution from the issuance of new shares, but also benefit from enhanced executive alignment and retention.
• Employees (CFO): Direct impact on compensation and long-term wealth accumulation, subject to performance and tenure.

Next Steps

• The granted shares will vest according to the specified time-based schedule, contingent on the Company's conversion to a Luxembourg entity.
• The Company will continue its process for conversion into a Luxembourg company, which impacts the executive's vesting schedule.

Key Dates

Recommendation

This Form 4 reports a standard equity grant to a key executive, which is a common practice to incentivize long-term performance and retention. It does not present new information that would significantly alter the investment thesis for Criteo S.A. While positive for management alignment, it is not a catalyst for a strong buy or sell recommendation based solely on this filing.

Keywords

Criteo, CRTO, Sarah Glickman, Chief Financial Officer, Equity Grant, Stock Award, Vesting Schedule, Executive Compensation, Form 4, Insider Transaction