Sarah Glickman

About Sarah Glickman

Sarah Glickman is Chief Financial Officer and Principal Accounting Officer of Criteo, serving since August/September 2020. She is 56 years old, a U.K. Fellow Chartered Accountant and U.S. CPA, with a degree in economics from the University of York. Her background spans acting CFO at XPO Logistics (20 months), operational CFO roles at Novartis and Honeywell (11 years at Honeywell), and earlier roles at PricewaterhouseCoopers and Bristol-Myers Squibb . In 2024, Criteo delivered revenue of $1.933B (-1% YoY), gross profit +14% to $983M, Contribution ex-TAC +10% (+11% cc) to $1,121M, net income +110% to $115M, and Adjusted EBITDA +29% to $390M; 2024 TSR value in Pay vs Performance was $228.27 (vs peer group $169.33) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual EBP design: 80% quantitative (40% Contribution ex-TAC at cc; 40% Adjusted EBITDA at cc) and 20% individual qualitative goals .
• 2024 company performance vs targets (constant currency):
  • Contribution ex-TAC: Actual $1,154M vs $1,131M target → 110% payout on this 40% bucket .
  • Adjusted EBITDA: Actual $396M vs $343M target → 153% payout on this 40% bucket .
  • Quantitative average: 131% .
  • Qualitative payout (Glickman): 140% (on 20% weight) .
  • Overall funding multiplier (Glickman): 133% of target; target dollars $387,613; actual payout $514,750 .

• 2024 LTI structure (shift): 40% RSUs / 60% PSUs (30% financial PSUs, 30% TSR PSUs) for Glickman .
• 2024 Grant details (Glickman): Grant date 3/1/2024; PSUs at target 29,788 (two tranches; 59,576 total) with grant date FV $885,001 each; RSUs 39,717 with FV $1,179,992 .

• 2024 Financial PSU metric and outcome: Retail Media Contribution ex-TAC; threshold $221M (0%), target $246M (100%), max $283M (200%); actual $257M → 130% of target earned; vesting 2/3 at 2-year, 1/3 at 3-year anniversary (service-based) .
• TSR-PSUs: Relative TSR vs Nasdaq Composite; 50% measured to 2-year, 50% to 3-year; vest upon meeting relative TSR hurdles at those points .

Vesting structures:

• RSUs: 50% vests at second anniversary, remainder quarterly over next two years .
• Financial PSUs (2024 grants): one-year performance determination; 2/3 vests at year 2 and 1/3 at year 3 (service-based) .
• TSR PSUs (2024 grants): 50% vests at year 2 and remaining 50% at year 3 based on relative TSR .

Stock vested and realized in 2024:

• Shares vested: 118,428; value realized on vesting: $4,264,306; no option exercises .

Equity Ownership & Alignment

• Beneficial ownership (as of Mar 31, 2025): 199,130 shares; <1% of outstanding .
• Total exposure table (as of Mar 31, 2025): Ordinary Shares/ADSs 189,054; RSU/PSU awards outstanding 333,067; Total 522,121; no options .
• Outstanding unvested/equity incentive awards (Dec 31, 2024; $39.56 ADS reference price):
  • 2/24/2022: 19,205 RSUs not vested ($623,970) and 19,205 PSUs unearned ($623,970) .
  • 2/23/2023: 99,724 RSUs not vested ($3,357,707) and 99,724 PSUs unearned ($3,357,707) .
  • 3/1/2024: 158,869 RSUs not vested ($6,284,858) and 158,869 PSUs unearned ($6,284,858) .

• Stock ownership guidelines: Section 16 officers must hold the lesser of 45,000 shares or 2x base salary within 5 years; if not met, must retain 100% of net shares from vestings until achieved . Based on 189,054 ordinary shares reported, she appears to meet the 45,000-share guideline .
• Anti-hedging/pledging: Company policy prohibits hedging, margining, or pledging Company securities by officers and employees .
• Clawback: Policy adopted Oct 2023; incentive-based comp recoupment upon a restatement per SEC/Nasdaq rules .

Employment Terms

• Current agreement: Amended and restated executive employment agreement effective Nov 1, 2024; base salary $529,000; target bonus 75% of base salary .
• Severance (termination without cause/good reason): Lump sum equal to 12 months base salary plus 100% of annual bonus at target for the year of termination; unpaid prior-period bonuses; 12 months COBRA; continued vesting of unvested RSUs/PSUs for 6 months post-termination (PSUs based on actual-year performance) .
• Change in control (double-trigger within 12 months): Full acceleration of equity at termination; PSUs vest at target; one-year minimum vesting rule applies (no vesting of awards granted within one year of termination, but continued vesting up to 12 months to enable acceleration), and vested shares subject to holding period until the second anniversary of the original grant date .
• Estimated payout values (as of Dec 31, 2024):
  • Termination without cause: Severance $925,750; Accelerated vesting $3,524,721; Insurance $37,309; Total $4,487,780 .
  • With change of control (double-trigger): Severance $925,750; Accelerated vesting $8,633,027; Insurance $37,309; Total $9,596,086 .
• Non-compete: 12-month non-compete under 2020 offer letter (U.S.) .
• Tax gross-ups: None for change-in-control benefits (company policy) .

Multi-Year Compensation (Summary Compensation Table)

Notes:

• 2024 bonus column includes an integration/retention-related item per proxy footnote; equity fair values per ASC 718 at target for PSUs; 2024 maximum PSU payout potential at 200% of target .

Compensation Structure Analysis

• Mix and risk: For 2024, LTI tilted more toward performance (60% PSUs) with the addition of TSR-based PSUs; RSU share reduced to 40% for non-CEO NEOs, increasing performance leverage and alignment with TSR and Retail Media growth .
• Performance rigor: 2024 quantitative EBP metrics required 8.9% YoY Contribution ex-TAC growth for target and 25.2% for maximum; EBITDA targets scaled up to a max of $420M for a 200% payout on that bucket .
• Vesting/overhang timing: Two-year initial cliffs on RSUs and multi-year vesting for PSUs defer realizable value, creating retention but also clustering vest events (notably 2026–2027 for 2024 grants) .
• Options: Company has not granted options to NEOs since 2019; 2024 program excludes options, focusing on RSUs/PSUs (lower risk than options) .

Performance & Track Record

• 2024 results: Revenue $1.933B (-1% YoY), gross profit +14% to $983M, Contribution ex-TAC +10% (+11% cc) to $1,121M, net income +110% to $115M, Adjusted EBITDA +29% to $390M, CFO-relevant improvements in profitability and cash (CFOA $258M; FCF $182M) .
• Pay vs Performance context (company-wide): 2024 TSR $228.27 (initial $100 basis), peer group TSR $169.33; non-PEO NEOs’ “compensation actually paid” averaged $8.2M (SEC methodology); company identifies Adjusted EBITDA as most important non-TSR financial performance measure linking pay to performance .

Governance, Policies, and Risk Indicators

• Anti-hedging/pledging and derivatives trading prohibitions apply to officers; short sales and margining also prohibited .
• Clawback policy (Oct 2023) aligned with SEC/Nasdaq rules; applies to current and former Section 16 officers .
• Share ownership guidelines for executives; additional holdbacks apply to certain roles (chair/CEO) but not specifically to CFO for the 1% perpetual hold rule .
• No tax gross-ups for change-in-control; no single-trigger CIC; limited perquisites .

Employment Contracts and Change-of-Control Economics

Equity Vesting Schedules and Potential Selling Pressure

• RSUs: 50% vest at two years, balance quarterly over the following two years—creates step-ups in 2026–2027 from 2024 grants .
• PSUs (Financial): Earned on one-year performance; vest 2/3 at year 2, 1/3 at year 3 .
• PSUs (TSR): 50% measured/vested at year 2, 50% at year 3 (relative TSR vs Nasdaq Composite) .
• 2024 vesting realized value: $4.26M on 118,428 shares vested, implying periodic share deliveries and potential tax-driven sales around vest dates; no options exercised .
• Insider policy prohibits pledging/hedging—reduces forced-selling risk from margin calls .

Equity Ownership & Guidelines Compliance

• Reported ordinary shares 189,054; guideline for Section 16 officers is lesser of 45,000 shares or 2x salary within 5 years; holdings substantially exceed 45,000, indicating guideline compliance based on shares owned (excludes unvested units unless otherwise counted by policy) .

Investment Implications

• Pay-for-performance alignment: Greater weight to PSUs (including TSR) and rigorous annual cash metrics (Contribution ex-TAC, Adjusted EBITDA) tie compensation to profitable growth and shareholder returns; 2024 payouts (133% for CFO) matched above-target financial performance (Adj. EBITDA above stretch) .
• Retention vs. dilution: Two- and three-year vesting cliffs on sizable 2024 grants (RSUs/PSUs totaling ~99,293 target shares) extend retention through 2027; watch clustering of vest events for supply pressure around anniversaries; policy prohibits hedging/pledging, limiting risk signals from leverage .
• Change-of-control economics: Double-trigger equity acceleration (PSUs at target) and ~2x cash of base+bonus (economically) provide competitive but not excessive CIC protection; no tax gross-ups; clawback in place—moderate governance risk profile .
• Skin in the game: 189k shares owned and 333k RSU/PSU exposure align incentives; ownership appears to meet guidelines—reduces misalignment risk .
• Execution risk: Performance reliance on Retail Media growth (financial PSUs) and TSR adds cyclicality and market dependence; however, 2024 profitability and cash flow improvements support incentive realizability under current trajectory .