Nathalie Balla
CriteoAbout Nathalie Balla
Independent Director at Criteo S.A. since 2017; age 57; currently serves on the Audit Committee and is designated an audit committee financial expert. Former CEO and co-owner of La Redoute and Relais Colis with deep retail media, turnaround, and international operations experience. Holds a PhD in Business Administration (Finance and Accounting) from the University of St. Gallen and a Master’s from ESCP Paris. Determined independent under Nasdaq/SEC standards; board attendance recorded at 100% in 2024 and 2023 for incumbents.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| La Redoute | CEO (2009–2014); Co-owner & CEO (2014–2022) | 2009–2022 | Led turnaround; retail media expertise at scale; sale to Galeries Lafayette in 2022. |
| Relais Colis | Co-owner & Managing Director | 2014–2022 | Operational transformation; sale to Walden Group in 2022. |
| Robert Klingel Europe | Managing Director | 2005–2008 | Pan-European retail leadership. |
| Quelle & Neckermann | Executive Committee (International Operations) | 2001–2005 | International operations oversight. |
| Quelle Versand; Mode&Preis Switzerland | Managing Director | 1998–2001 | Retail leadership in Switzerland. |
| Madeleine Switzerland & Austria | Managing Director | 1992–1998 | Regional retail leadership. |
| Price Waterhouse Switzerland | Auditor | 1990–1991 | Finance and accounting foundations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edenred (EDNMY) | Director | 2023–Present | Public company directorship. |
| IDI (IDIP) | Director | 2021–Present | Public company directorship. |
| DEE Tech (SPAC; acquired July 2023) | Director | 2021–2023 | Prior public company board. |
| 50 Partners Digital/Healthcare/Impact | Partner | 2023–Present | Private network/partnership. |
| FEVAD | Vice-President | 2014–2022 | French e-commerce industry association. |
Board Governance
- Independence: Board determined Balla is an independent director under SEC/Nasdaq rules.
- Committee assignments: Audit Committee member; designated “financial expert.” Audit committee held 5 meetings in 2024.
- Attendance: Board held 12 meetings in 2024; each incumbent director attended 100% (except one director excused). Policy reduces retainer for missing in-person quarterly meetings, with limited telephonic/video allowances. 2023 board attendance also 100% for incumbents.
- Leadership structure: Independent chair (Rachel Picard in 2024; Frederik van der Kooi from April 9, 2025); no lead independent director when chair is independent. Executive sessions of non-management directors held regularly.
Fixed Compensation
| Component (Structure) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Attendance-contingent; pro‑rated reductions for missed in‑person meetings with allowances. |
| Committee membership (Audit) | $12,500 | Per committee membership per year. |
| Committee chair fees | N/A | Not a chair. Chair rates: Audit $25k; Comp $20k; N&CG $12k. |
| Chair/vice-chair stipends | N/A | Chair $45k; vice‑chair $20k; not applicable to Balla in 2025. |
| 2024 reported “Fees Earned or Paid in Cash” | $254,500 | Includes cash required to be used to buy shares; Balla’s cash paid in euros, converted to USD. |
| All Other Compensation (gross‑ups) | $37,358 | Tax/social contribution gross‑ups paid by company. |
- Independent Director Compensation Program: in addition to cash retainer/committee fees, independent directors receive cash that must be used to purchase Criteo shares on the open market, subject to holding periods (two years from 2024 onward; previously one year in 2023; historically four years in 2021). French law prohibits granting stock options/RSUs to non-employee directors.
Performance Compensation
- Not applicable for non‑employee directors at Criteo. Under French law, independent directors do not receive stock options/RSUs and do not have quantitative performance metrics tied to director pay. Equity alignment is achieved via mandated open‑market share purchases with holding periods and attendance gating.
Other Directorships & Interlocks
- Current public boards: Edenred; IDI. No disclosed related‑party transactions involving these roles with Criteo.
- Historical ordinary‑course customer relationships: While Balla served as CEO of La Redoute (a Criteo customer), the board reviewed these transactions, determined they were arm’s length, and noted the relevant director did not participate or benefit directly. Independence determinations explicitly considered such relationships.
Expertise & Qualifications
- Board skills matrix flags Balla for technology/adtech, corporate finance/accounting, public company board experience, leadership, global operations, strategy/business transformation, M&A, marketing.
- PhD (St. Gallen) and Master’s (ESCP Paris) underpin audit committee financial expert designation.
Equity Ownership
| Metric | As of Mar 31, 2023 | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|---|
| Beneficial shares | 9,984 | 30,988 | 34,613 |
| Shares outstanding (reference) | 55,993,543 | 56,142,643 | 53,631,272 |
| Ownership % | <1% (company disclosure) | <1% (company disclosure) | <1% (company disclosure) |
| Director guideline | 17,308 shares or 5× cash retainer; 5‑year compliance window. | ||
| Compliance status | Meets (34,613 ≥ 17,308) | ||
| Shares purchased via 2023 program | 5,971 (one‑year hold) | ||
| Shares purchased via 2024 program | 3,625 (two‑year hold from 2024) |
- Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, derivative transactions, and pledging of company securities by directors.
Governance Assessment
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Strengths:
- Tenured independent director with audit committee financial expert status and broad retail/digital expertise; high attendance and committee engagement.
- Strong ownership alignment: mandated open‑market share purchases; extended holding period to two years in 2024; Balla exceeds director ownership guideline.
- Robust anti‑hedging/pledging policy; regular executive sessions; independent board leadership.
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Watch items / RED FLAGS:
- Tax/social contribution gross‑ups on director compensation (including Balla) are shareholder‑unfriendly and can be viewed as a governance red flag, even if common in French cross‑border structures.
- Historical related‑party exposure (La Redoute as a customer while Balla was CEO) was managed via recusal and arm’s‑length review; continue monitoring for any new interlocks or commercial ties with her current boards (Edenred, IDI).
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Compensation oversight signals:
- Say‑on‑pay approval was ~86.11% in 2023; board/compensation committee responded with stronger performance linkage in executive LTI (more PSUs; relative TSR; multi‑year periods) and extended director holding period to two years—positive responsiveness.
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Committee process:
- Independent consultant (Compensia) used to benchmark director pay and structure; audit committee met 5 times in 2024; compensation and nomination committees actively engaged.
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Compliance:
- No mention of Balla in Delinquent Section 16(a) reports for 2023/2024.