Michael Komasinski
CriteoAbout Michael Komasinski
Michael Komasinski (age 54) was appointed Chief Executive Officer and a member of Criteo’s Board effective February 15, 2025, bringing 20+ years in adtech, AI-driven product transformation, and retail media leadership, with prior senior roles at dentsu, Merkle, Razorfish, Nielsen, and A.T. Kearney . He holds a BS in Engineering and Philosophy (Vanderbilt) and an MBA (Indiana University Kelley) . As a baseline entering his tenure, Criteo’s 2024 results showed revenue of $1.933B (-1% YoY), gross profit +14% to $983M, net income +110% to $115M, adjusted EBITDA +29% to $390M, and FCF of $182M; Retail Media Contribution ex‑TAC grew 25% YoY to $257M (driving a 130% payout on 2024 financial PSUs) . In 2Q25 the company raised FY25 outlook and repurchased $104M of shares in 1H25, underscoring capital return and operating momentum at the outset of his CEO period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| dentsu | CEO of the Americas; President, Global Data & Technology; Group Executive Mgmt | 2023–2025 | Led tech transformation and embedded AI across products; drove client-facing data/technology strategy and enterprise wins . |
| Merkle (acquired by dentsu 2016) | Global CEO; led EMEA and Americas | 2016–2023 (Global CEO from 2021) | Grew retail media consulting, combined with dentsu buy-side capabilities; oversaw >14,000 employees across 50+ locations . |
| Razorfish | Chief Operating Officer | 2014–2015 | Senior operating leadership in digital marketing services . |
| Schawk Retail Marketing (SGK) | President | 2010–2014 | Retail marketing leadership roles . |
| The Nielsen Company | VP Global Operations | 2003–2010 | Global operations leadership . |
| A.T. Kearney | Consultant (earlier career) | n/a | Strategy and operations foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ad Council | Director | 2023–Present | Board service in public-interest advertising . |
| Meta | Client Advisory Board member | n/a | External advisory role . |
| Microsoft | Client Advisory Board member | n/a | External advisory role . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $750,000 per year | Per Management Agreement effective Feb 15, 2025 . |
| Sign‑On Cash Bonus | $1,000,000 | Paid first payroll after start; 12‑month clawback if he resigns (other than for Good Reason) or is terminated for Cause within 12 months . |
| Benefits | D&O insurance; standard executive benefits; 20 vacation days/year | As set forth in agreement; PTO in Appendix . |
| Board Fees | None | No additional compensation for Board service as a Criteo Corp. employee . |
Performance Compensation
- Annual Bonus (EBP): Target 100% of base; Maximum 200%; based on Company financial performance and Board assessment of individual performance .
- Clawback: Subject to Criteo’s Dodd‑Frank compliant clawback policy (adopted Oct 26, 2023) and future amendments .
Long‑Term Incentives (LTI) – Structure, Sizing, Metrics, and Vesting
| Grant | Sizing | Mix | Metrics | Vesting |
|---|---|---|---|---|
| Sign‑On Equity (2025) | $2,000,000 FV | 30% RSUs / 70% PSUs (35% Financial PSUs; 35% TSR‑based PSUs) | Financial PSUs: metrics set by Board in 1Q25; TSR PSUs: relative TSR vs Nasdaq Composite | RSUs: 50% at 2‑yr anniversary, then 8 equal quarterly installments; Financial PSUs: 2/3 vest at 2‑yr, 1/3 at 3‑yr; TSR PSUs: 50% measured over 2‑yr, 50% over 3‑yr periods . |
| 2025 Annual Equity | $5,000,000 FV | Same as sign‑on | Same as sign‑on | Same as sign‑on . |
- TSR PSUs calibration (company‑wide 2024 design, carried into CEO design): 55th percentile = 100% payout; 80th percentile = 200%; capped at 100% if absolute TSR is negative; benchmark is Nasdaq Composite; requires continued employment through 2‑ and 3‑year anniversaries .
- RSU standard vesting: 50% at 2‑year anniversary; remainder quarterly over next 2 years .
- Financial PSUs (2024 design reference): metric was Retail Media Contribution ex‑TAC; threshold $221M (50%), target $246M (100%), max $283M (200%); actual 2024 achievement $257M (≈130% of target). Earned PSUs vest 2/3 at 2‑yr, 1/3 at 3‑yr .
Equity Ownership & Alignment
- Beneficial Ownership (as of March 31, 2025): 0 shares reported for Michael Komasinski; initial CEO awards were unvested and not within 60 days of vesting .
- Executive Share Ownership Guidelines: CEO must hold the lesser of 200,000 shares or 5x base salary within five years; if not met, must retain 100% of shares from vested equity (net of taxes/exercise price) until in compliance .
- Long‑term Holding Requirement: 1% of shares from exercised options or vested RSUs/PSUs must be held until end of office for CEO and chair (French governance feature) .
- Anti‑Hedging/Pledging: Directors, officers, and employees are prohibited from hedging, short sales, holding in margin accounts, and pledging Company securities .
- Award Holding Period: RSUs/PSUs that vest are subject to a holding period until the second anniversary of grant under French plans; for CEO, vested shares are delivered no earlier than the required holding period end .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start/Role | CEO and Director effective February 15, 2025 . |
| Severance (non‑CoC) | Lump sum of 12 months base + target annual bonus; payment of any earned but unpaid prior bonuses; 12 months COBRA premiums (or cash in lieu); 12‑month continued vesting of outstanding RSUs/PSUs (PSUs at actual performance) upon Involuntary Termination (without Cause or for Good Reason), subject to release . |
| Change‑in‑Control (Double Trigger) | If Involuntary Termination within 12 months post‑CoC: same cash severance as above plus immediate vesting of all unvested RSUs/PSUs at target; awards granted within 1 year pre‑termination do not vest immediately but continue to vest for up to 12 months, subject to plan constraints and 2‑year grant holding rule . |
| Non‑Compete/Non‑Solicit | 12‑month post‑termination non‑compete (global scope) and protective covenants; injunctive relief available . |
| Arbitration/Venue | Mediation then arbitration under AAA rules; New York law; NY venue for litigation not subject to arbitration . |
| 280G Cutback | Best‑net approach (reduction to avoid excise tax if it yields higher after‑tax value); no tax gross‑ups . |
| Clawback | Subject to company clawback policy compliant with Rule 10D‑1/Nasdaq; CEO to sign acknowledgment . |
| Indemnification | Separate indemnification agreement approved on AGM agenda (Resolution 12) . |
Board Governance (Director Service and Dual‑Role Implications)
- Board Role: Director since 2025; executive (not independent). Board currently has an independent Chair (Frederik van der Kooi); with an independent Chair, no Lead Independent Director is used .
- Committees: CEO/director is not listed on audit, compensation, or nominating committees; those committees comprise independent directors .
- Director Pay: As an employee, the CEO receives no additional director compensation .
- Implications: Separation of Chair/CEO reduces concentration of power; independent committees oversee compensation, audit, and governance, which mitigates dual‑role risks .
Compensation Committee Analysis (Design, Consultants, Peers)
- Independence and Mandate: Compensation committee composed of independent directors; oversees pay philosophy, incentive design, equity plans, clawback, and succession planning .
- Consultant: Compensia retained as independent advisor; benchmarking targets median of peer market .
- 2024 Program Changes (preceding CEO hire): Increased performance‑based LTI mix (CEO 70% PSUs) and introduced relative TSR PSUs with 2‑ and 3‑year performance periods; financial PSUs focused on Retail Media Contribution ex‑TAC; max PSU payout increased to 200% .
- Peer Group: U.S. peers include Blackbaud, Box, CarGurus, Cars.com, Commvault, Digital Turbine, DoubleVerify, Integral Ad Science, LiveRamp, Magnite, MicroStrategy, Nutanix, QuinStreet, Thryv, Tripadvisor, Verint, Yelp, Zeta Global, Ziff Davis; European peers also considered due to listing/footprint .
Director Compensation (Context for Dual Roles)
- Non‑Employee Director Structure (2024): Cash retainers plus “equity attendance remuneration” to purchase open‑market shares with a 2‑year holding period; anti‑dilutive; chair receives higher allocation; meeting attendance gates cash .
- CEO as Director: Not eligible for non‑employee director program .
Equity Ownership Snapshot (Company‑Wide Context)
| Holder Category | % Outstanding | Notes |
|---|---|---|
| 5%+ Holders (examples) | Neuberger Berman 10.69%; DNB 10.09%; Morgan Stanley 8.13%; Senvest 6.79% | As of March 31, 2025 . |
| Insiders (selected) | CEO (Komasinski): 0%; CFO 0%+ balances; other NEOs <1% | Insider beneficial ownership levels; CEO initial awards unvested . |
Performance & Track Record
- Strategic Orientation: Proven record leading AI/product transformations and scaling global operations; at dentsu embedded AI across platforms and drove enterprise client wins; deep retail media expertise (grew Merkle’s retail media consulting practice) .
- Baseline Operating Trends: 2024 gross profit +14%, net income +110%, adjusted EBITDA +29%; Retail Media Contribution ex‑TAC +25% with actual $257M vs $246M target used for PSU plan design .
- 2025 Momentum: Raised FY25 outlook and deployed $104M to repurchases in 1H25; CEO publicly emphasized AI‑anchored, outcome‑based platform strategy .
Risk Indicators & Red Flags (Observed Disclosures)
- Hedging/Pledging: Prohibited for insiders (reduces misalignment/leverage risk) .
- Change‑in‑Control: Double‑trigger equity acceleration to target (with 1‑year grant look‑back restriction); 12‑month cash + benefits; best‑net 280G cutback (no gross‑ups) .
- Clawback and Holding Periods: Robust recoupment policy; 2‑year grant holding period limits immediate monetization (lower near‑term selling pressure) .
Equity Ownership & Alignment (Detailed)
| Item | Status/Requirement |
|---|---|
| CEO Ownership Guideline | Lesser of 200,000 shares or 5x base salary within 5 years . |
| Minimum Hold | 1% of shares from vested equity must be held until end of office . |
| Hedging/Pledging | Prohibited (no options, shorting, hedging, pledging, or margin accounts) . |
| Award Holding Period | Vested RSUs/PSUs deliverable no earlier than 2‑year anniversary of grant under French plan . |
Employment Terms (Detailed Economics)
| Scenario | Cash | Equity | Benefits/Other |
|---|---|---|---|
| Involuntary Termination (non‑CoC) | 12 months base + target bonus; earned but unpaid bonuses | 12 months continued vesting (PSUs at actual) | 12 months COBRA or cash equivalent; release required . |
| CoC + Involuntary Termination (within 12 months) | Same as above | Immediate vesting to target; awards granted <1 year pre‑termination continue vest up to 12 months; subject to 2‑year grant holding period and plan constraints | Best‑net 280G cutback; no gross‑up . |
| Non‑compete/Non‑solicit | 12 months post‑termination; global scope; injunctive relief . |
Investment Implications
- Pay for performance and retention: CEO package is heavily at‑risk (bonus 100% target/200% max; LTI 70% PSUs) with multi‑year vesting and 2‑year grant holding periods, aligning incentives and tempering near‑term insider selling pressure; anti‑hedging/pledging further tightens alignment .
- Change‑in‑control optionality: Double‑trigger vesting at target and 12‑month severance create balanced M&A economics without shareholder‑unfriendly gross‑ups; 1‑year look‑back restriction on new grants mitigates windfalls .
- Execution signals: The Board’s 2024 LTI redesign (adding relative TSR and increasing performance weighting) and 1H25 buybacks/outlook raise indicate heightened performance discipline and capital allocation focus under current leadership structure .
- Governance: Independent Chair and independent committees mitigate CEO/director dual‑role risks; CEO receives no director fees, reducing potential conflicts .
Note: Some 2025 financial PSU metrics for CEO grants were to be set by the Board in 1Q25 and were not detailed in the filings excerpted here; future proxies/8‑Ks should be monitored for finalized targets and outcomes .