Ryan Damon
CriteoAbout Ryan Damon
Ryan Damon, age 52, is Criteo’s Chief Legal and Transformation Officer, serving since August 2018. He oversees legal, compliance, public affairs, and drives transformation initiatives for Criteo’s Commerce Media Platform, trading infrastructure, and custom capabilities . Education: B.A. in Geography with a Specialization in Computing (UCLA) and J.D. (UC Hastings) . Under his and the leadership team’s tenure, 2024 company performance included Revenue of $1.933B (-1% YoY), Gross Profit +14% to $983M, Contribution ex‑TAC +10% to $1.121B, Adjusted EBITDA +29% to $390M, Net Income +110% to $115M, and Free Cash Flow of $182M . Cumulative TSR since 2019 reached $228.27 per $100 initial investment by 2024, reflecting strong long-term value creation despite volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Riverbed Technology | SVP, General Counsel & Secretary | ~2007–2018 (11 years at Riverbed) | Led legal and corporate development; executed Riverbed’s take‑private with Thoma Bravo . |
| Charles Schwab | Senior legal roles | N/A | Financial services legal leadership; scaled governance experience . |
| Gunderson Dettmer | Attorney | N/A | Advised start‑up technology firms and venture investors; deep tech legal exposure . |
| Edison International | Software Programmer | Early career | Technical foundation supporting technology-informed transformation leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public external directorships or committee roles disclosed for Damon . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $437,000 | $455,000 | $482,541 |
| Annual Base Salary Setting Note | Annual base $460,000 effective April 2023 | Annual base $460,000 | Annual base $490,000 effective Nov 1, 2024 per amended agreement |
| Target Bonus % of Base | 70% | 70% | 70% |
Performance Compensation
- Annual bonus program is 80% quantitative and 20% qualitative; quantitative split: Contribution ex‑TAC (40%) and Adjusted EBITDA (40%), both measured at constant currency .
- 2024 Company achievement: Contribution ex‑TAC payout 110% and Adjusted EBITDA payout 153% → average 131% on financial metrics; Damon’s qualitative goals paid at 100% → total funding multiplier 125% .
| Item | Weighting/Terms | Target | Actual/Scale | Payout/Result | Vesting |
|---|---|---|---|---|---|
| Contribution ex‑TAC (2024) | 40% | $1,131M target; threshold $1,018M; stretch $1,244M; max ≥$1,301M | Actual $1,154M (constant currency; plan FX methodology) | 110% component payout; 131% avg with EBITDA | Cash payout at year-end per EBP |
| Adjusted EBITDA (2024) | 40% | $343M target; threshold $292M; stretch $394M; max ≥$420M | Actual $396M | 153% component payout; 131% avg with Contribution ex‑TAC | Cash payout at year-end per EBP |
| Damon 2024 Bonus | Target = 70% of base | $332,060 | Financial 131%, Qualitative 100% → 125% funding | $414,411 paid | N/A |
| Financial PSUs (2024 grant) | Performance: Retail Media Contribution ex‑TAC | Threshold $221M; Target $246M; Max $283M | Actual $257M → 130% of target PSUs earned | Earned portion determined; max payout 200% | 2/3 vests at 2‑yr, 1/3 at 3‑yr anniversary of grant (employment condition) |
| TSR-based PSUs (2024 grant) | Relative TSR vs Nasdaq Composite | Target at 55th percentile; Max at ≥80th percentile; negative absolute TSR cap at 100% | Measured over 2‑yr and 3‑yr windows (50% each) | 0–200% linear payout; capped at 100% if absolute TSR negative | Vests at 2‑yr and 3‑yr anniversaries (employment condition) |
| RSUs (standard) | Time‑vest | — | — | — | 50% at 2‑yr; remainder quarterly over next 2 years |
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Beneficial Ownership | 6,616 shares (includes RSUs vesting within 60 days after Mar 31, 2025) . |
| Total Exposure to Stock | 258,386 shares via outstanding RSUs/PSUs (vested + unvested) as of Mar 31, 2025 . |
| Ownership Guidelines (Exec) | Must own lesser of 45,000 shares or 2× base salary within 5 years; retain 100% of net shares from vesting/exercise until guideline met . Compliance status not disclosed. |
| Pledging/Hedging | Prohibited: no pledging, hedging, short sales, or derivative transactions; no margin accounts . |
| Clawback | Company clawback policy compliant with SEC/Nasdaq; recoup erroneously awarded incentive comp for restatements (effective Oct 2, 2023) . |
| Insider Trading Activity | No Form 4 filings found for Damon in 2023–2025 (one delinquent Form 4 noted for Gleason, not Damon) . |
| Potential Near‑Term Selling Pressure | 2024 financial PSUs and TSR PSUs do not vest until at least March 2026; earned PSUs subject to 2–3 year vest; RSUs have 2‑year cliff → near‑term selling pressure limited until 2026 windows open . |
Employment Terms
| Provision | Summary |
|---|---|
| Current Agreement | Amended and restated executive employment agreement effective Nov 1, 2024; annual base $490,000; target bonus 70% of base . |
| Severance (No Cause / Good Reason) | Lump sum equal to 12 months base salary + 100% of annual bonus for the year of termination (at 100% achievement level for severance purposes) + unpaid prior bonuses; 12 months COBRA premiums; continued vesting of RSUs/PSUs as if employed for 6 months post-termination (PSUs based on actual year performance) . |
| Change in Control (Double Trigger) | If terminated without Cause or resigns for Good Reason within 12 months after a Change in Control, all equity awards accelerate; PSUs vest at target; minimum 1‑year vesting rule applies (RSUs/PSUs granted within 1 year pre‑termination continue vesting up to 12 months to allow acceleration); post‑vesting holding until second anniversary of grant applies . |
| Equity Plan Mechanics (if not assumed in CoC) | If successor does not assume/substitute awards, certain RSUs/PSUs granted ≥1 year before CoC vest at target prior to consummation; those <1 year lapse unless continued vesting permitted per plan . |
| Non‑Compete/Non‑Solicit | Agreements reference non‑compete, but specific duration/scope not disclosed in proxy . |
Multi‑Year Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $437,000 | $455,000 | $482,541 |
| Bonus | $0 | $0 | $100,000 (integration/retention related) |
| Stock Awards (Grant Date Fair Value, ASC 718) | $1,531,000 | $2,092,000 | $2,755,814 |
| Options Awards | $0 | $0 | $0 |
| Non‑Equity Incentive Plan Compensation | $128,700 | $371,519 | $414,411 |
| All Other Compensation | $10,739 | $6,349 | $8,713 |
| Total | $2,107,439 | $2,924,868 | $3,761,479 |
Notes: 2024 “All Other Compensation” includes life/disability, 401(k) contribution, tax reimbursements, and tax assistance ($1,242; $0; $3,661; $3,810 respectively) .
2024 Equity Grants and Outstanding Awards
| Item | Damon |
|---|---|
| 2024 Equity Grants (at target) | PSUs: 50,488 shares; RSUs: 33,659 shares . |
| 2024 PSU Earned % (Financial PSU) | 130% of target based on Retail Media Contribution ex‑TAC . |
| Outstanding RSUs/PSUs (12/31/24) | Multiple tranches outstanding; total RSUs/PSUs showing for 2021–2024 grants with market values; closing price $39.56 used for valuation . |
| Vesting Schedules | RSUs: 50% at 2‑year, then quarterly; Financial PSUs: 2/3 at 2‑year, 1/3 at 3‑year; TSR PSUs: 50% at 2‑year, 50% at 3‑year . |
Compensation Structure Analysis
- Pay mix emphasizes performance: significant variable pay via annual bonus tied to Contribution ex‑TAC and Adjusted EBITDA, plus PSUs with both internal financial (Retail Media Contribution ex‑TAC) and external relative TSR metrics; RSUs provide retention with longer-than-peer two‑year initial vesting cliff .
- 2024 changes increased performance‑based LTI to 60% for non‑CEO executives; introduced relative TSR PSUs and tightened financial PSU metric to Retail Media Contribution ex‑TAC, with maximum payout raised to 200%—aligning with shareholder feedback and market best practices .
- Ownership alignment: executive ownership guidelines, strict anti‑hedging/pledging, and clawback policy reduce misalignment and governance risk .
- Say‑on‑pay support remained strong (88.51% in 2024), signaling investor acceptance of pay design and outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts disallowed, reducing alignment risk .
- No tax gross‑ups for change‑of‑control benefits; clawback policy in place for restatements .
- Related party transactions: only standard indemnification arrangements; no Damon‑specific related party transactions disclosed .
- Insider trading compliance: no noted delinquency for Damon; one delinquent Form 4 for another executive in 2024 .
Compensation Peer Group (Benchmarking)
- U.S. peers include DoubleVerify, Integral Ad Science, Magnite, Yelp, TripAdvisor, etc.; European peers include Auto Trader, Rightmove, Scout24, Trivago, Stroer, S4 Capital; peer selection based on industry, market cap, revenue growth, and geographies; competitive data used as input, not hard benchmarking .
Equity Ownership & Director/Executive Guidelines
- Executive share ownership guidelines: CEO 200,000 shares or 5× base salary; other Section 16 officers 45,000 shares or 2× base salary; 5‑year compliance window; mandatory retention until met .
- Non‑employee director guidelines separate (17,308 shares or 5× cash retainer), with 2‑year holding on equity purchases; not applicable to Damon .
Investment Implications
- Alignment: Damon’s incentives are meaningfully tied to financial execution (Retail Media Contribution ex‑TAC, Adjusted EBITDA) and market performance (relative TSR), with extended vesting schedules and strict trading policies—supportive of long‑term value creation and governance quality .
- Retention and supply overhang: Substantial unvested PSUs/RSUs with two‑year cliffs and 2–3 year vesting windows meaningfully delay liquidity until 2026+, lowering near‑term selling pressure while creating medium‑term vesting events investors should monitor .
- Downsides to watch: double‑trigger CoC acceleration at target for PSUs can produce sizable vesting in an M&A scenario; burn rate/overhang at the company level has increased with larger PSU max (200%)—though treasury shares usage mitigates dilution .
- Performance linkage: 2024 outsized Adjusted EBITDA and net income growth drove above‑target incentive payouts, indicating pay‑for‑performance mechanics working as intended; continued Retail Media expansion is central to PSU outcomes and executive realizable pay .