Marie Lalleman
CriteoAbout Marie Lalleman
Independent director at Criteo since 2019 and Chair of the Nomination & Corporate Governance Committee, Marie Lalleman (age 60) brings a global retail/media data background from senior roles at Nielsen and advisory work at Bain. She is classified as independent under Nasdaq/SEC rules, served the full 2024 calendar with 100% attendance, and holds a diploma in International Business Management & Administration from Kedge School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Global External Advisor (Customer/Marketing, Data & Retail Practices) | Not disclosed | Strategic advisor on retail/data/marketing |
| The Nielsen Company | EVP Global Strategic Partners (France/USA); Global Partner Amazon (Retail, Advertising); Global Operating Leadership Team (Media); Retailers Global Partnership; EMEA Executive Committee; International Client Partner (Unilever/Kimberly Clark); BU Director EMEA; International Client Director Europe | 1992–2021 (various roles) | Led data-driven growth and digital transformation initiatives across retail/e-commerce/media |
| Dataquest (Dun & Bradstreet Group) | Leadership positions | Not disclosed | Technology/market intelligence exposure |
| EMS‑Chemie | Leadership positions | Not disclosed | Industrial/commercial leadership |
| Carillon Importers | Leadership positions | Not disclosed | Consumer/brand experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Trainline (LON: TRN) | Director & Chair of Nomination & Remuneration Committee | 2024–Present | Public company board; chairs key governance/compensation committee |
| Payfit SA | Director & Chair of Remuneration Committee | 2023–Present | Private company; compensation oversight |
| Patrizia (ETR: PAT) | Director & Chair of Nomination & Remuneration Committee | 2021–2024 | Public company; prior role |
| VusionGroup | Advisory Board Member | 2024–Present | Advisory role (retail/digital shelf) |
| Tech‑for‑Retail Conference | Advisory Board Member | Not disclosed | Ecosystem engagement |
Board Governance
- Independence: Board determined Ms. Lalleman is an “independent director” under Nasdaq/SEC rules .
- Years of service/term: Director since 2019; current term expires at the 2026 AGM .
- Committee leadership: Chair, Nomination & Corporate Governance Committee; members include Lalleman (chair), Picard, van der Kooi .
- Meetings and attendance (2024): Board held 12 meetings (8 telephonic); all incumbent directors attended 100% of their Board and committee meetings except one director (Mr. de Pesquidoux) who missed two Board meetings—implying Lalleman’s attendance was 100% .
- Committee activity (2024): Nomination & Corporate Governance held 6 meetings plus 1 combined meeting with the Compensation Committee; responsibilities include director nominations, independence/conflict reviews, board/management performance assessment, board/committee composition, ESG oversight, governance principles, and CEO succession planning .
- Executive sessions: Regular executive sessions of non‑management directors are held .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $243,400 |
| All Other Compensation ($) | $104,314 (gross‑ups for taxes/social charges) |
| Total ($) | $347,714 |
| Equity Purchase (net cash used) | $200,000 (required to purchase shares on open market; 2‑year hold) |
| Shares Purchased in 2024 (count) | 3,650 |
| Tax Gross‑ups Detail | $44,507 withholding tax; $59,807 social contributions |
Director pay framework (applies to all independent directors): $50,000 annual cash retainer; committee membership fees: Audit $12,500, Compensation $10,000, Nomination & Corp Gov $6,000; committee chair fees: Audit $25,000, Compensation $20,000, Nomination & Corp Gov $12,000; Board Chair $45,000. Equity component is paid as cash earmarked to buy Criteo shares on the open market ($200k for directors; $250k vice‑chair; $360k chair), subject to a 2‑year holding period and contingent on 100% in‑person attendance at scheduled meetings; amounts are grossed up for applicable taxes/social charges .
Performance Compensation
| Compensation Design Feature | Detail |
|---|---|
| Performance linkage (directors) | Cash and equity attendance remuneration are contingent on 100% attendance at four scheduled in‑person Board and four in‑person committee meetings; reductions are pro‑rata for absences (with limited exceptions for one remote attendance or date/location changes) . |
| Equity structure | Under French law, non‑employee directors cannot be granted stock options/RSUs; instead, directors receive cash to purchase Criteo shares on the open market, subject to a 2‑year holding period; this method avoids incremental dilution and aligns interests via owned stock . |
Other Directorships & Interlocks
| Company | Relationship to Criteo | Interlock/Related Party Note |
|---|---|---|
| Trainline (TRN), Patrizia (PAT), Payfit SA | Independent external boards | No related‑party transactions disclosed involving Ms. Lalleman in 2024; Board independence reviews consider such relationships . |
| eBay (via another nominee, not Lalleman) | Customer | Board explicitly assessed Ms. Jay’s eBay affiliation; no such note for Lalleman . |
Expertise & Qualifications
- Technology/AdTech and retail media domain expertise from senior Nielsen roles across retail, media, and e‑commerce, including Amazon partnership leadership .
- Strategy and business transformation leadership, navigating digital disruption and data‑driven growth models .
- Global operating experience across U.S., Western/Eastern Europe; multi‑country team leadership .
- Governance credentials: current chair of Criteo’s Nomination & Corporate Governance Committee; chairs nomination/remuneration committees at other boards .
- Education: Diploma in International Business Management & Administration, Kedge School of Business .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 36,466 shares; <1% of outstanding |
| Director Ownership Guideline | Lesser of 17,308 shares or shares equal to 5x annual cash retainer; to be met within 5 years |
| Compliance Status | Exceeds guideline based on 36,466 shares vs. 17,308 threshold |
| 2024 Shares Purchased under Director Program | 3,650 shares (subject to a 2‑year holding period) |
| Hedging/Pledging | Company policy prohibits short sales, derivatives, hedging, margin accounts, and pledging of Company securities |
Governance Assessment
- Strengths
- Independent director with deep retail/media and data expertise; chairs Nomination & Corporate Governance Committee with active 2024 cadence (6 meetings + joint session) .
- Board determined independence; 100% attendance in 2024; equity alignment via mandatory open‑market share purchases and 2‑year hold; anti‑hedging/pledging policy reduces misalignment risk .
- Ownership exceeds non‑employee director guideline, indicating meaningful skin‑in‑the‑game .
- Compensation committee reports no interlocks; strong shareholder support for 2024 say‑on‑pay (88.51%) signals generally positive investor sentiment on governance/comp structure (exec comp context) .
- Potential concerns / RED FLAGS
- Director compensation includes tax and social contribution gross‑ups (e.g., $44,507 withholding and $59,807 social contributions for Lalleman in 2024), which many investors view as shareholder‑unfriendly; monitor for persistence or expansion of gross‑ups .
- Equity compensation for directors is structured as cash to buy shares (not grants) and is grossed up; while aligned via holding period, the gross‑up optics could draw scrutiny from governance‑focused investors .
- Other observations
- Board refresh and leadership changes (new Chair in April 2025; Audit Chair not standing for reelection) maintain majority independence and bring relevant advertising/retail media expertise to the Board .
No related‑party transactions involving Ms. Lalleman were disclosed for 2024. Insider trading policies prohibit hedging/pledging; Section 16 reporting compliance issues noted in the proxy involved another officer, not Lalleman .