Frederik van der Kooi
CriteoAbout Frederik van der Kooi
Independent director and current Chairperson of Criteo’s Board. Age 58; director since 2023. Former Microsoft executive who led Microsoft Advertising and previously served as divisional CFO and COO; MBA (IESE) and BBA (Nyenrode). The Board classifies him as independent and an Audit Committee Financial Expert, and he serves on the Audit and the Nomination & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Microsoft Advertising | 2010–2021 | Led global ad business across search, display, native, retail media, video; scaled business to ~$10bn; executed major partnerships and M&A integrations (e.g., PromoteIQ, Xandr) . |
| Microsoft Corporation | Corporate VP & COO, Online Services Division | 2009–2010 | Strategy and operations leadership . |
| Microsoft Corporation | Corporate VP & CFO, Online Services Division and Windows | 2006–2009 | Divisional CFO responsibilities . |
| Microsoft (EMEA/WE/Benelux) | GM Finance (EMEA); Sr. Finance Director (Western Europe); Finance Director (Benelux) | 1999–2006 | Regional finance leadership . |
| General Motors / IBC Vehicles | Various finance roles including CFO of IBC Vehicles | — | Automotive finance leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in CRTO’s proxy biography for Mr. van der Kooi . |
Board Governance
- Current role: Chairperson of the Board; independent director .
- Committee assignments: Audit Committee (financial expert) and Nomination & Corporate Governance Committee .
- Independence: Board determined he meets SEC/Nasdaq independence standards .
- Attendance: 2024—each incumbent director attended 100% of Board/committee meetings during periods served, except one director (not Mr. van der Kooi); executive sessions are held regularly . 2023—Mr. van der Kooi attended 100% as observer and later as director .
- Audit Committee qualification: Board deems him “financially sophisticated” and an “audit committee financial expert” .
- Skill matrix highlights: Technology; Corporate Finance & Accounting; Leadership; Global Ops; Strategy/Business Transformation; M&A .
Fixed Compensation (Director Program and Actuals)
| Component (2024 Independent Director Program) | Amount/Terms |
|---|---|
| Annual cash remuneration | $50,000; contingent on 100% attendance of scheduled in‑person quarterly Board/committee meetings (limited exceptions) . |
| Annual equity attendance award – Chairperson | $360,000; required open‑market share purchases; two‑year holding period . |
| Annual equity attendance award – other non‑employee directors | $200,000; required open‑market share purchases; two‑year holding period . |
| 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 . |
| Chairperson cash remuneration | $45,000 plus specified insurance benefits . |
| New director equity award (one‑time) | $200,000; open‑market share purchases; two‑year holding period . |
| Program mechanics | Directors must use the equity portion to purchase CRTO shares; holding period extended from one to two years in 2024; directors do not receive annual equity in the year they join . |
| Mr. van der Kooi – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 146,325 | 257,116 |
| Stock awards ($) | — | — |
| All other compensation ($) | 21,479 (withholding/social contribution gross‑ups) | 37,742 (withholding/social contribution gross‑ups) |
| Total ($) | 167,804 | 294,858 |
| Equity program – net cash required to purchase shares | $100,000; 2,600 shares purchased (2023) | $200,000; 4,000 shares purchased (2024) |
| Equity instrument/terms | Required open‑market purchases; 1‑year holding period in 2023 | Required open‑market purchases; 2‑year holding period in 2024 |
Notes:
- CRTO ceased issuing director warrants after 2020; program requires share purchases instead of options/RSUs .
Performance Compensation
- Not applicable for non‑employee directors at CRTO. The director program uses required open‑market share purchases with a mandated holding period; no PSUs/RSUs/options are granted to directors under the current program .
Other Directorships & Interlocks
- No other current public company board roles disclosed for Mr. van der Kooi in the CRTO proxy biography; no interlocks with disclosed competitors/suppliers/customers noted in his biography .
Expertise & Qualifications
- Technology/AdTech leadership; scaled Microsoft’s ad business ~5x to ~$10bn revenue by end of tenure .
- Corporate finance/M&A: led PromoteIQ and Xandr integrations; major partnerships (Yahoo, AOL, AppNexus) .
- Global leadership across US/Europe/UK; strategy/business transformation track record .
- Audit Committee Financial Expert designation by the Board .
Equity Ownership
| Metric | Value/Details |
|---|---|
| Total beneficial ownership | 6,600 shares; <1% of outstanding as of Mar 31, 2025 . |
| Director ownership guidelines | Lesser of 17,308 shares or shares equal to 5x annual cash retainer; to be met within five years of becoming subject . |
| Anti‑hedging/pledging | Hedging, shorting, margin, and pledging of Company stock prohibited for directors . |
Related‑Party/Conflicts and Policies
- Related‑party agreements: In 2023, the only agreement submitted to shareholders under French regulated agreements was indemnification/liability insurance, including an agreement with Mr. van der Kooi; he did not participate in approval and terms are consistent with standard director/officer indemnification .
- Insider Trading Policy: Prohibits hedging and pledging; supports alignment and reduces conflict risk .
- Independence: Board determined Mr. van der Kooi is independent under SEC/Nasdaq rules .
Governance Assessment
- Strengths: Independent Chair; Audit Committee Financial Expert; strong 2023–2024 attendance; robust anti‑hedging/pledging policy; director equity via required open‑market purchases with extended holding period (enhances alignment) .
- Alignment: Beneficial ownership of 6,600 shares with mandatory annual share purchases; director ownership guidelines require up to 17,308 shares or 5x retainer to be achieved within five years—phase‑in period mitigates near‑term shortfall .
- Conflicts/Red flags: No related‑party transactions beyond standard indemnification disclosed; no hedging/pledging allowed—no pledging red flag .
Overall, governance signals are positive: independent leadership, financial oversight credibility, full attendance, and enforced equity holding periods. The main watchpoint is continued progress toward director ownership guideline thresholds during the five‑year compliance window .