Rachel Picard
CriteoAbout Rachel Picard
Independent director at Criteo S.A. (CRTO), age 58, serving on the Board since 2017; she previously served as Chairperson and resigned that chair role effective April 9, 2025 while remaining a director . She is Chief Executive Officer of Proxima (2024–present) and formerly CEO of SNCF Voyages, SNCF Gares & Connexions, and Thomas Cook France; she holds a Master’s Degree from HEC Paris . The Board recommends renewing her director term at the June 13, 2025 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proxima | Chief Executive Officer | 2024 – Present | Leadership and transformation experience |
| SNCF Voyages | Chief Executive Officer | 2014 – 2020 | Led transformation of TGV business model; launched new services |
| SNCF Gares & Connexions (SNCF Group) | Chief Executive Officer | 2012 – 2014 | Drove technology enhancements and service improvement |
| Thomas Cook France | CEO; Deputy GM Tour Operating & Marketing (Group) | 2010 – 2012 | Digital and e-commerce strategy; product design leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AXA S.A. | Director | 2022 – Present | Public company board experience |
| Rocher Participations | Supervisory Board Member | 2020 – Present | Private group governance |
| Compagnie des Alpes | Director | 2009 – 2022 | Long-standing board tenure |
Board Governance
- Committees: Compensation Committee member; Nomination & Corporate Governance Committee member .
- Independence: Board determined Ms. Picard is independent under Nasdaq and SEC rules .
- Attendance and engagement: Board held 12 meetings in 2024; all incumbent directors attended 100% of Board/committee meetings during their service; Ms. Picard attended the 2024 AGM .
- Committee activity: Compensation Committee held 7 meetings plus 1 joint with Nomination; Nomination & Corporate Governance held 6 meetings plus 1 joint .
- Leadership: Resigned chair role April 9, 2025; current Chairperson is Frederik van der Kooi; Board does not currently designate a Lead Independent Director given independent chair .
- Executive sessions: Regular executive sessions of non-management directors are held .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash ($) | $404,294 |
| All Other Compensation ($) | $162,866 (includes gross-ups: $72,596 taxes; $90,270 social contributions) |
| Total ($) | $567,160 |
| Net cash used to purchase CRTO shares (annual equity attendance remuneration) | $360,000 |
| Shares purchased on open market (2024) | 8,007 shares; subject to 2-year holding period |
| Annual cash remuneration (program) | $50,000 (attendance-contingent) |
| Committee membership remuneration (program) | $10,000 (Compensation); $6,000 (Nomination & Corporate Governance) |
| Chairperson remuneration (program) | $45,000 (plus certain insurance benefits); Ms. Picard was Chairperson in 2024 |
| Equity instrument form | French law prohibits granting stock options/RSUs to non-employee directors; remuneration is cash to purchase shares |
Notes: Director cash remuneration is contingent on 100% attendance at scheduled in-person Board/committee meetings (with limited telephonic exceptions). Equity attendance remuneration must be used to buy CRTO shares and is grossed up by the company for withholding/social contributions; holdings carry a two-year lockup to strengthen alignment .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director equity | None; French law prohibits stock options or RSUs for non-employee directors |
| Holding/retention requirements | Shares purchased via equity attendance remuneration must be held for two years |
| Anti-hedging/pledging | Company policy prohibits hedging, short sales, margin accounts, pledging company securities |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Noted |
|---|---|---|
| AXA S.A. | Director | No CRTO-related party transaction disclosed for Ms. Picard |
| Rocher Participations | Supervisory Board Member | No CRTO-related party transaction disclosed for Ms. Picard |
| Compagnie des Alpes | Director (former) | No CRTO-related party transaction disclosed for Ms. Picard |
- Related party policy: CRTO annually reviews, approves, and discloses related person transactions; indemnification agreements for certain directors/executives were submitted for shareholder approval, but no transactions specific to Ms. Picard are identified in 2024 disclosures .
Expertise & Qualifications
- Strategic transformation, global CEO leadership, digital and e-commerce strategies; board skills include Technology, Public Company Board, Leadership, Global Business Operations, Strategy/Business Transformation, M&A, and Marketing .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 51,087 shares; <1% of outstanding |
| 2024 open-market purchases funded by equity attendance remuneration | 8,007 shares |
| Director share ownership guideline | Lesser of 17,308 shares or shares equal to 5× annual cash retainer; required within 5 years |
| Anti-hedging/pledging | Hedging and pledging prohibited by Insider Trading Policy |
Alignment signals: Non-employee director guideline threshold is 17,308 shares; Ms. Picard’s beneficial ownership of 51,087 exceeds this share threshold .
Governance Assessment
- Board effectiveness: Dual committee service (Compensation; Nomination & Corporate Governance), independence affirmed, and 100% meeting attendance in 2024 indicate strong engagement and governance hygiene .
- Alignment: Program mandates open-market share purchases with a two-year lockup; non-employee director share ownership guidelines further reinforce alignment .
- RED FLAGS:
- Tax/social contribution gross-ups embedded in director remuneration (e.g., $72,596 tax and $90,270 social contributions for Ms. Picard in 2024) represent shareholder-costly features, albeit used to facilitate mandated share purchases under the program .
- Conflicts/related party exposure: No related-person transactions disclosed involving Ms. Picard in 2024; Board independence review considers such relationships; eBay affiliation noted for another nominee, not for Ms. Picard .
- Leadership transition: Ms. Picard resigned the Chairperson role April 9, 2025 but remains on the Board; an independent chair is in place, and regular executive sessions are held—both supportive of robust oversight .