Criteo Nominates Ernst Teunissen to its Board of Directors

Criteo S.A. (NASDAQ: CRTO), the commerce media company, today announced the nomination of Ernst Teunissen to stand for election to its Board of Directors as a new independent director at Criteo’s 2024 Annual General Meeting of Shareholders.

Ernst Teunissen has over 30 years of experience in online advertising, global capital markets and M&A, most recently serving as Chief Financial Officer of TripAdvisor and Chief Executive of its business units Viator, TheFork and Cruise Critic. Prior to that, he was Chief Financial Officer of Cimpress, and he held senior leadership positions in the media and telecommunications investment banking groups at Morgan Stanley and Deutsche Bank.

“We are delighted to welcome Ernst to the Board of Directors and look forward to the valuable insights and experience he will bring to Criteo. Ernst has deep financial expertise, capital markets experience and strong industry leadership with a proven track record of taking action to create shareholder value,” said Rachel Picard, Chairwoman of Criteo’s Board.

Ernst Teunissen stated, “This is an exciting time to be joining Criteo’s Board. I look forward to working closely with the other directors and the management team to oversee the successful execution of the Company’s Commerce Media strategy and create shareholder value.”

Criteo also announced that James Warner has informed the Board that he has decided not to stand for reelection at the upcoming AGM. As Vice Chairman of Criteo’s Board of Directors and Chairman of the Compensation Committee, Mr. Warner helped guide Criteo from its earliest stages of growth to its transformation to become a Commerce Media powerhouse.

Ms. Picard added, “We want to express our sincere thanks to Jim for his significant contributions and dedication to Criteo during his tenure on the Board. We greatly benefited from Jim’s expertise in media and advertising, and his tremendous insights and guidance have been instrumental to advance Criteo’s strategic priorities and industry leadership.”

Megan Clarken, Chief Executive Officer of Criteo, said, “We are thrilled to welcome Ernst to the Board. We’re confident Criteo will benefit from his valuable perspectives as we continue to focus on leveraging the momentum we have achieved through our transformation.”

With the election of Ernst Teunissen at the Annual General Meeting, the Board will be comprised of eight directors, seven of which are considered independent and four of which have been added over the last five years.

Business Update

Ms. Clarken continued, “The strategy that we have been executing over the last few years has positioned Criteo as the end-to-end AdTech platform of choice in Retail and Commerce Media, and we are excited about the upside in the business. Criteo has significant momentum, including crossing $1 billion in Contribution ex-TAC for the first time and achieving an adjusted EBITDA margin of 30% in 2023. We have also returned nearly $550 million of capital to shareholders over the past six years, and we intend to accelerate capital returns to shareholders by repurchasing a record $150 million of stock in 2024.

We also intend to provide an investor update on our Retail Media business in fall 2024 to discuss the progress we have achieved in this important part of our business and the compelling opportunities we have to drive profitable growth and enhance our position as the leading Retail Media AdTech provider. As we continue to execute the Company’s transformation, the Board and management team remain open and will continue to consider all opportunities to create further value for shareholders.”

Till Hufnagel, Partner at Petrus Advisers, a Criteo shareholder, said: “We remain enthusiastic about Criteo’s continued business momentum and shareholder value creation potential. Following our letter of February 2024, we have had very constructive discussions with the Criteo team. We believe Ernst Teunissen is a very strong addition to the Board of Directors and support his nomination. Petrus Advisers also supports Criteo’s decision to accelerate capital return and provide an investor update on its Retail Media strategy, and we appreciate the team’s commitment to consider all relevant options for the business. We remain confident that Criteo is well positioned to enhance its position as an AdTech market leader and look forward to continuing our productive relationship with the Company.”

Additional biographical information on Ernst Teunissen is included below:

Ernst Teunissen has over 30 years of experience in consumer internet, online marketplaces and advertising, global capital markets, M&A and strategy. Most recently, Mr. Teunissen served as the Chief Financial Officer of Tripadvisor, as well as Chief Executive of Viator, TheFork, and Cruise Critic, business units of TripAdvisor, where he was responsible for multiple acquisitions, investments, and joint ventures. Mr. Teunissen previously served as Executive Vice President and Chief Financial Officer of Cimpress N.V., formerly known as Vistaprint N.V., where he oversaw revenue growth from $600 million to $1.8 billion and multiple successful acquisitions. Prior to joining Cimpress, Mr. Teunissen was a Founder and Director of two corporate finance and management consulting firms. Before that, he was an investment banker in Morgan Stanley’s Media and Communications Group and in Deutsche Bank’s Global Telecommunications Group. Mr. Teunissen currently serves on the Board of Directors and Audit Committee of Printful. He began his career as a strategy consultant at Monitor Company. Mr. Teunissen holds a BBA from Nijenrode University, The Netherlands School of Business, and an MBA from the University of Oregon.

The 2024 Annual General Meeting will be taking place on June 25, 2024. In addition to Ernst Teunissen, the following directors will also be standing for re-election: Megan ClarkenMarie Lalleman and Edmond Mesrobian.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.