Criteo (CRTO) Proxy filing summary

Executive summary

• Achieved solid operational performance in 2025, with revenue up 1% to $1.945 billion and net income up 30% to $149 million, driven by growth in Retail Media and disciplined capital allocation.

• Advanced strategic repositioning as a leader in commerce intelligence, focusing on AI-driven decisioning, agentic AI, and retail media, including integration with OpenAI's advertising offering.

• Completed $152 million in share repurchases and increased buyback authorization to $200 million in February 2026; approved redomiciliation to Luxembourg and direct Nasdaq listing to streamline structure and broaden shareholder base.

Voting matters and shareholder proposals

• 22 resolutions to be voted on, including director re-elections, say-on-pay, approval of 2025 financial statements, allocation of results, indemnification agreements, share buybacks, capital reductions, equity plan authorizations, and amendments to by-laws.

• Board recommends voting FOR all resolutions, including renewal of four directors, approval of executive compensation, and new equity pool for incentive plans.

Board of directors and corporate governance

• Board comprises eight directors with diverse expertise in technology, retail media, finance, and global business; 7 of 8 directors are independent.

• Board leadership separated between independent chairperson and CEO; annual review of governance practices and succession planning.

• Committees: Audit (3 members, all independent), Compensation (3 members, all independent), Nomination & Corporate Governance (3 members, all independent).

• Code of Conduct, anti-corruption, insider trading, and share ownership guidelines in place for directors and executives.