Edmond Mesrobian
CriteoAbout Edmond Mesrobian
Edmond Mesrobian, age 64, has served as an independent director of Criteo since 2017 and is currently a member of the Compensation Committee. A seasoned technology executive (CTO/CIO) across Nordstrom, Tesco, Expedia, RealNetworks and others, he holds a Ph.D., M.S., and B.S. in Computer Science/Math from UCLA, and brings deep retail media, AI/data, cybersecurity, and large-scale digital transformation expertise to the boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordstrom (USA) | Chief Technology and Information Officer | 2018–2022 | Implemented Nordstrom’s first retail media solution; led digital-first transformation via Nordstrom Analytical Platform |
| Tesco | Group Chief Technology Officer | 2015–2018 | “One Tesco” technology strengthening and customer-facing innovation |
| Expedia Group | Chief Technology Officer | 2011–2014 | Led global tech, data and product capabilities |
| RealNetworks | Chief Technology Officer | 2003–2010 | Media solutions across D2C subscriptions and SaaS for global telecom/cable operators |
| ARTISTdirect | Chief Technology Officer | 2002–2003 | Media technology leadership |
| Amplified Holdings, Checkout.com, Walt Disney Company | Various CTO/leadership roles | Not disclosed | Technology leadership and product/data experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apigee Corporation (acquired Nov 2016) | Director | 2015–2016 | Public company board experience |
Board Governance
- Committee assignments: Compensation Committee member; committee chaired by Ernst Teunissen with Rachel Picard also as member .
- Audit Committee engagement: Not a member; attended one audit committee meeting in 2024 to advise on cybersecurity .
- Independence: Board determined Mesrobian is an “independent director” under Nasdaq/SEC rules .
- Attendance: Board held 12 meetings in 2024; all incumbent directors had 100% aggregate attendance, except one director (de Pesquidoux) who missed two. Mesrobian is among those at 100% .
- Tenure and term: Director since 2017; term listed as expiring in 2026 per board composition table .
- Executive sessions: Non‑management directors meet in regular executive sessions .
- Board leadership: Independent chairperson (Frederik van der Kooi) as of April 9, 2025; no lead independent director while chair is independent .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 255,045 | 37,438 (tax/social contribution gross‑ups) | 292,483 |
Notes:
- Cash fees include amounts required to be used to purchase Criteo shares on the open market; Mesrobian purchased 3,800 shares with $200,000 net cash in 2024, and received $3,125 for participation in one audit committee meeting due to cybersecurity expertise .
- Director cash retainer and committee fees structure (2024): $50,000 annual cash retainer; committee membership remuneration: $10,000 (Compensation), $12,500 (Audit), $6,000 (Nomination & Corporate Governance); committee chair remuneration: $20,000 (Compensation), $25,000 (Audit), $12,000 (Nomination & Corporate Governance) .
| Independent Director Compensation Structure (2024) | Amount/Policy |
|---|---|
| Annual cash remuneration | $50,000 |
| Annual equity attendance remuneration (general directors) | $200,000 to purchase shares on open market; 2-year holding period; attendance gating; gross-up applied per jurisdiction |
| Committee membership fees | Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $6,000 |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $12,000 |
Performance Compensation
Directors in France cannot receive stock options or RSUs; Criteo pays additional remuneration to purchase shares on the open market, subject to a two-year holding period and attendance requirements. There are no performance metrics tied to director compensation (no PSUs/options); alignment comes via mandatory equity purchases and holding period .
| Director Equity Attendance Program Conditions | Detail |
|---|---|
| Instrument | Cash paid to buy Criteo shares on open market (no options/RSUs for non‑employee directors) |
| Annual grant (general directors) | $200,000 (grossed up for taxes/social charges as applicable) |
| Holding period | Two years (extended from one year in 2024) |
| Attendance gating | Payment assumes 100% attendance at scheduled in-person board/committee meetings; pro‑rated for absences per policy |
| Hedging/pledging | Prohibited under Insider Trading Policy for directors (no hedging, short sales, margin accounts, or pledging) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Apigee Corp (2015–2016) |
| Interlocks/related customers | None disclosed for Mesrobian; policy notes eBay affiliation for a director nominee (Jay) was reviewed; no Mesrobian-related transactions noted |
Expertise & Qualifications
- Retail media: Led Nordstrom’s first retail media solution as CIO .
- Technology/AdTech: 20+ years as CTO across major global firms (Nordstrom, Tesco, Expedia) .
- Strategy/Transformation: Drove digital-first transformation at Nordstrom; “One Tesco” tech strengthening and customer innovation .
- Cybersecurity: Serves as board advisor on cybersecurity matters; attended audit committee meeting on cybersecurity in 2024 .
- Education: Ph.D./M.S./B.S. in Computer Science/Math, UCLA .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Edmond Mesrobian | 88,260 | <1% (proxy notation) | Company total outstanding shares 53,631,272 as of Mar 31, 2025 |
Non-Employee Director Share Ownership Guidelines:
- Requirement: Lesser of 17,308 shares or shares equal to 5x annual cash retainer; must be met within five years of becoming subject to guidelines .
- Status: Mesrobian beneficially owns 88,260 shares, which exceeds the 17,308-share threshold .
Governance Assessment
- Strengths: Independent status; 100% attendance; deep technical and cybersecurity expertise; active Compensation Committee role; prohibited hedging/pledging; mandatory open-market equity purchases with 2‑year holding period support alignment; regular executive sessions .
- Oversight engagement: Provided cybersecurity guidance to Audit Committee, reflecting active risk oversight participation .
- Alignment: Ownership materially above director guideline threshold; director equity purchased on market avoids dilution and requires two-year hold .
- RED FLAGS: Director compensation includes tax and social contribution gross-ups (Mesrobian $37,438), which many investors view as shareholder-unfriendly per governance best practices . No related-party transactions disclosed for Mesrobian; insider trading policy prohibits pledging/hedging (mitigates alignment risks) .
- Committee quality: Compensation Committee composed entirely of independents; engaged external consultant (Compensia) for benchmarking; seven meetings in 2024, plus joint session with Nominating & Governance .
Director Compensation (Detail)
| Component (2024 actual) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 255,045 | Includes cash directed to open-market share purchases ($200,000 net), retainer, committee fees, and $3,125 for audit committee meeting participation (cybersecurity) |
| All Other Compensation | 37,438 | Tax/social contribution gross-ups |
| Total | 292,483 |
Insider Reporting
- Section 16(a) compliance: Company reports all persons filed timely in 2024 except one Form 4 by an executive (Gleason); no delinquent filings noted for Mesrobian .
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Members | Ernst Teunissen (Chair), Rachel Picard, Edmond Mesrobian — all independent |
| Meetings | Seven in 2024; one combined meeting with Nominating & Corporate Governance |
| Consultant | Compensia engaged for peer benchmarking and program design |
| Responsibilities | Executive and director compensation strategy/policies; equity plan oversight; risk evaluation; succession planning topics; clawback policy oversight |
Related Party Transactions & Policies
- Review/approval process: Annual questionnaires; Audit Committee/Board review; Board approval/ratification required; French law governed; shareholders vote on new agreements each year .
- 2024 regulated agreements: Indemnification agreements for Teunissen and Komasinski submitted for shareholder approval; no Mesrobian agreements disclosed .
- No Mesrobian-related party transactions disclosed .
Other Directorships & Interlocks
| Director | Current Public Boards | Prior Public Boards |
|---|---|---|
| Edmond Mesrobian | None disclosed | Apigee Corporation (2015–2016) |
Expertise & Qualifications (Board Skills Matrix)
- Board skill matrix highlights Mesrobian’s Technology/AdTech, Public Company board experience, Global Ops, Strategy/Transformation, M&A, Cybersecurity .
Equity Ownership Guidelines & Restrictions
- Non-Employee Director Share Ownership Guidelines: 17,308 shares or 5× cash retainer; five-year compliance; retain 100% of shares from director warrants/purchases until met .
- Insider Trading Policy: Prohibits hedging, pledging, margin accounts, short sales for directors .
Governance Summary
- Overall: Strong board effectiveness markers (independence, attendance, risk engagement, ownership alignment); one notable red flag is the use of tax/social gross-ups in director compensation. No disclosed conflicts or related-party transactions for Mesrobian. Alignment mechanisms (mandatory market purchases and 2-year holding period) are positive for investor confidence .