Disclosure of Share-based Compensation Arrangements by Share-based Payment Award |
Details of Non-Employee Warrants | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Plan A |
| | Plan B |
| | Plan C |
| | Plan D |
| | Plan E |
| | Plan F |
| | Plan G |
| | Plan H |
| Dates of grant (Boards of Directors) | | November 17, 2009 |
| | March 11, 2010 |
| | November 16, 2010 - September 21, 2011 |
| | October 25, 2012 - March 6, 2013 |
| | March 19, 2015 - October 29, 2015 |
| | April 20, 2016 - March 1, 2017 |
| | July 27, 2017 - October 26, 2017 |
| | October 25, 2018 |
| Vesting period | | 2 years |
| | 3 years |
| | 2 years |
| | 2 years |
| | 1 - 4 years |
| | 1 - 4 years |
| | 1 - 4 years |
| | 1 - 4 years |
| Contractual life | | 10 years |
| | 10 years |
| | 10 years |
| | 10 years |
| | 10 years |
| | 10 years |
| | 10 years |
| | 10 years |
| Number of warrants granted | | 231,792 |
| | 277,200 |
| | 192,000 |
| | 125,784 |
| | 38,070 |
| | 59,480 |
| | 46,465 |
| | 125,000 |
| Share entitlement per warrant | | 1 |
| | 1 |
| | 1 |
| | 1 |
| | 1 |
| | 1 |
| | 1 |
| | 1 |
| Share warrant price | | €0.02 |
| | €0.07 - €0.11 |
| | €0.04 - €0.30 |
| | €0.43 - €0.48 |
| | €9.98 - €16.82 |
| | €13.89 - €17.44 |
| | €13.88 - €17.55 |
| | € | 6.91 |
| Exercise price | | €0.70 |
| | €0.70 |
| | €0.70 - €5.95 |
| | €8.28 - €9.65 |
| | €35.18 - €41.02 |
| | €33.98 - €43.42 |
| | €35.80 - €44.37 |
| | € | 19.71 |
| Valuation method | | Binomial method | | | Grant date share fair value | | €0.20 |
| | €0.70 |
| | €0.70 - €4.98 |
| | €6.43 - €9.65 |
| | €35.18 - €41.02 |
| | €33.98 - €44.33 |
| | €35.80 - €44.37 |
| | € | 19.71 |
| Expected volatility (1) | | 55.7 | % | | 55.2 | % | | 53.5% - 55.0% |
| | 50.0% - 50.2% |
| | 39.9 | % | | 40.6% - 40.9% |
| | 41.0% - 41.3% |
| | 40.7 | % | Discount rate (2) | | 3.58 | % | | 3.44 | % | | 2.62% - 3.38% |
| | 2.13% - 2.27% |
| | 0% - 0.52% |
| | 0.10% - 0.66% |
| | 0.54% - 0.60% |
| | 0.6 | % | Performance conditions | | No |
| | Yes (A) |
| | No |
| | No |
| | No |
| | No |
| | No |
| | No |
| Fair value per warrant | | €0.05 |
| | €0.33 - €0.38 |
| | €0.40 - €2.58 |
| | €2.85 - €4.98 |
| | €9.98 - €16.82 |
| | €13.89 - €14.55 |
| | €13.88 - €17.55 |
| | € | 6.91 |
|
(1) Based on similar listed entities. (2) Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”). Details of BSPCE / OSA / RSU plans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Plans 1 & 2 | | Plan 3 | | Plan 5 | | Plan 6 | | Plan 6 | | Plan 7 | | Plan 8 | | Plan 9 | | Plan 10 | | Plan 11 | Dates of grant (Boards of Directors) | | Oct 24, 2008 - Sept 14, 2010 | | Sept 9, 2009 - Sept 21, 2011 | | Nov 18, 2011 - May 22, 2012 | | Oct 25, 2012 | | Oct 25, 2012 - April 18, 2013 | | Sept 3, 2013 - April 23, 2014 | | July 30, 2014 - June 28, 2016 | | July 28, 2016 - June 27, 2017 | | July 27, 2017 - June 26, 2018 | | July 26, 2018 - December 12, 2018 | Vesting period | | 3 years | | 3 - 4 years | | 4 years | | 1 year | | 4-5 years | | 4 years | | 4 years | | 4 years | | 4 years | | 4 years | | 4 years | | 4 years | | 4 years | | 4 years | Contractual life | | 10 years | | 10 years | | 10 years | | 10 years | | 10 years | | 10 years | | 10 years | | — | | 10 years | | — | | 10 years | | — | | 10 years | | — | Expected option life | | 8 years | | 8 years | | 8 years | | 8 years | | 8 years | | 6 - 8 years | | 6 years | | — | | 6 years | | — | | 6 years | | — | | 6 years | | — | Number of instruments granted | | 1,819,120 | | 4,289,940 | | 1,184,747 | | 257,688 | | 1,065,520 | | 2,317,374 | | 4,318,551 | | 2,534,262 | | 502,410 | | 2,556,315 | | 947,565 | | 2,150,498 | | 65,500 | | 1,471,916 | Type : Share Option (S.O.) / BSPCE / RSU | | BSPCE | | BSCPCE & OSA | | BSCPCE & OSA | | BSPCE | | BSCPCE & OSA | | BSCPCE & OSA | | OSA | | RSU | | OSA | | RSU | | OSA | | RSU | | OSA | | RSU | Share entitlement per option | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | Exercise price | | €0.45 - €2.10 | | €0.20 - €5.95 | | €5.95 | | €8.28 | | €8.28 - €10.43 | | €12.08 - €38.81 | | €22.95 - €47.47 | | — | | €38.20 - €43.45 | | — | | €24.63 - €28.69 | | — | | €18.72 | | — | Valuation method | | Black & Scholes | Grant date share fair value | | €0.20 - €0.70 | | €0.20 - €4.98 | | €4.98 | | €6.43 | | €5.45 - €6.43 | | €12.08 - €38.81 | | €22.50 - €47.47 | | €35.18 - €35.58 | | €38.20 - €43.45 | | €33.98 - €49.08 | | €24.63 - €28.69 | | €22.92 - €44.37 | | €18.72 | | €17.98 - €30.80 | Expected volatility (1) | | 53.0% - 55.7% | | 55.2% - 57.8% | | 52.1% - 52.9% | | 50.2% | | 49.6% - 50.2% | | 44.2% - 50.1% | | 39.4% - 44.5% | | — | | 40.6% - 41.3% | | — | | 41.0% - 41.5% | | — | | 40.7% | | — | Discount rate (2) | | 2.74% - 4.10% | | 2.62% - 3.76% | | 2.79% - 3.53% | | 2.2% | | 1.80% - 2.27% | | 1.20% - 2.40% | | 0.00% - 0.71% | | NA | | NA | | N/A | | 0.6% - 0.7% | | N/A | | 0.9% | | N/A | Performance conditions | | No | | Yes (A) | | No | | Yes (B) | | No | | No | | No | | Yes (C) | | No | | Yes (D) (E) | | No | | No | | No | | Yes (F) | Fair value per option / RSU | | €0.08 - €0.45 | | €0.08 - €2.88 | | €2.75 - €2.85 | | €3.28 | | €3.28 - €5.83 | | €6.85 - €16.90 | | €9.47 - €17.97 | | €26.16 - €37.10 | | €14.49 - €16.82 | | €33.98 - €49.08 | | €9.85 - €11.40 | | €22.92 - €44.37 | | € 6.94 | | €17.98 - €30.80 |
| | (1) | Based on similar listed entities. |
| | (2) | Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”). |
(A) Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012. (B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-year period. This assumption was confirmed in 2013. (C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. (D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017. (E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.This assumption was confirmed in 2018. (F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. Change in Number of outstanding BSPCE / OSA / RSU | | | | | | | | | | | OSAs |
| | RSUs |
| | Total |
| Balance at January 1, 2016 | 6,547,854 |
| | 1,095,585 |
| | 7,643,439 |
| Granted | 576,443 |
| | 2,584,240 |
| | 3,160,683 |
| Exercised | (1,470,323 | ) | | — |
| | (1,470,323 | ) | Forfeited | (693,882 | ) | | (436,546 | ) | | (1,130,428 | ) | Expired | — |
| | — |
| | — |
| Balance at December 31, 2016 | 4,960,092 |
| | 3,243,279 |
| | 8,203,371 |
| Granted | 355,010 |
| | 1,891,702 |
| | 2,246,712 |
| Exercised (BSPCE and OSA) | (1,668,838 | ) | | — |
| | (1,668,838 | ) | Vested (RSU) | — |
| | (379,135 | ) | | (379,135 | ) | Forfeited | (453,556 | ) | | (543,338 | ) | | (996,894 | ) | Expired | — |
| | — |
| | — |
| Balance at December 31, 2017 | 3,192,708 |
| | 4,212,508 |
| | 7,405,216 |
| Granted | 1,013,065 |
| | 3,133,644 |
| | 4,146,709 |
| Exercised (BSPCE and OSA) | (137,348 | ) | | — |
| | (137,348 | ) | Vested (RSU) | — |
| | (1,362,873 | ) | | (1,362,873 | ) | Forfeited | (880,960 | ) | | (1,203,142 | ) | | (2,084,102 | ) | Expired | — |
| | — |
| | — |
| Balance at December 31, 2018 | 3,187,465 |
| | 4,780,137 |
| | 7,967,602 |
|
Breakdown of the Closing Balance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Plans 1 & 2 |
| | Plan 3 |
| | Plan 5 |
| | Plan 6 |
| | Plan 7 |
| | Plan 8 |
| | Plan 9 |
| | Plan 10 |
| | Plan 11 |
| | RSUs |
| | Total |
| Balance at December 31, 2016 | | | | | | | | | | | | | | | | | | | | | | | Number outstanding | | 54,154 |
| | 175,693 |
| | 513,067 |
| | 399,441 |
| | 750,528 |
| | 2,942,834 |
| | 124,375 |
| | — |
| | — |
| | 3,243,279 |
| | 8,203,371 |
| Weighted-average exercise price | | € | 1.24 |
| | € | 3.29 |
| | € | 5.95 |
| | € | 9.77 |
| | € | 18.13 |
| | € | 31.32 |
| | € | 38.20 |
| | € | — |
| | € | — |
| | € | — |
| | € | 23.92 |
| Number exercisable | | 54,154 |
| | 175,693 |
| | 513,067 |
| | 325,596 |
| | 504,262 |
| | 1,135,634 |
| | — |
| | — |
| | — |
| | — |
| | 2,708,406 |
| Weighted-average exercise price | | € | 1.24 |
| | € | 3.29 |
| | € | 5.95 |
| | € | 9.66 |
| | € | 17.94 |
| | € | 28.96 |
| | € | — |
| | € | — |
| | € | — |
| | € | — |
| | € | 17.73 |
| Weighted-average remaining contractual life | | 2.9 years |
| | 4.3 years |
| | 5.2 years |
| | 6.1 years |
| | 6.8 years |
| | 8.2 years |
| | 9.6 years |
| | 0 |
| | 0 |
| | — |
| | 6.9 years |
| | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | Number outstanding | | 15,020 |
| | 89,921 |
| | 251,306 |
| | 70,803 |
| | 372,590 |
| | 1,929,403 |
| | 463,665 |
| | — |
| | — |
| | 4,212,508 |
| | 7,405,216 |
| Weighted-average exercise price | | € | 0.87 |
| | € | 4.03 |
| | € | 5.95 |
| | € | 9.65 |
| | € | 17.70 |
| | € | 32.07 |
| | € | 42.04 |
| | € | — |
| | € | — |
| | € | — |
| | € | 28.33 |
| Number exercisable | | 15,020 |
| | 89,921 |
| | 251,306 |
| | 70,803 |
| | 359,702 |
| | 1,145,511 |
| | 38,867 |
| | — |
| | — |
| | — |
| | 1,971,130 |
| Weighted-average exercise price | | € | 0.87 |
| | € | 4.03 |
| | € | 5.95 |
| | € | 9.65 |
| | € | 17.31 |
| | € | 30.88 |
| | € | 38.20 |
| | € | — |
| | € | — |
| | € | — |
| | € | 23.16 |
| Weighted-average remaining contractual life | | 1.6 years | | 3.4 years | | 4.3 years | | 5.1 years | | 5.8 years | | 7.2 years | | 9.2 years | | — |
| | — |
| | — |
| | 6.9 years | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | Number outstanding | | 3,600 |
| | 67,751 |
| | 242,613 |
| | 41,338 |
| | 306,172 |
| | 1,599,033 |
| | 328,726 |
| | 532,732 |
| | 65,500 |
| | 4,780,137 |
| | 7,967,602 |
| Weighted-average exercise price | | € | 0.70 |
| | € | 4.43 |
| | € | 5.95 |
| | € | 9.26 |
| | € | 17.95 |
| | € | 30.99 |
| | € | 41.75 |
| | € | 25.79 |
| | € | 18.72 |
| | € | — |
| | € | 26.94 |
| Number exercisable | | 3,600 |
| | 67,751 |
| | 242,613 |
| | 41,338 |
| | 306,172 |
| | 1,417,904 |
| | 161,658 |
| | — |
| | — |
| | — |
| | 2,241,036 |
| Weighted-average exercise price | | € | 0.70 |
| | € | 4.43 |
| | € | 5.95 |
| | € | 9.26 |
| | € | 17.95 |
| | € | 30.04 |
| | € | 41.37 |
| | € | — |
| | € | — |
| | € | — |
| | € | 25.39 |
| Weighted-average remaining contractual life | | 1.2 years |
| | 2.4 years |
| | 3.3 years |
| | 4.0 years |
| | 4.9 years |
| | 6.2 years |
| | 8.2 years |
| | 9.3 years |
| | 9.8 years |
| | — |
| | 6.7 years |
|
Changes in Number of Non-Employee Warrants | | | | | Balance at January 1, 2016 | | 154,910 |
| Granted | | 48,655 |
| Exercised | | (37,000 | ) | Forfeited | | 21,560 |
| Balance at December 31, 2016 | | 188,125 |
| Granted | | 57,290 |
| Exercised | | (59,139 | ) | Forfeited | | — |
| Balance at December 31, 2017 | | 186,276 |
| Granted | | 125,000 |
| Exercised | | — |
| Forfeited | | (19,606 | ) | Balance at December 31, 2018 | | 291,670 |
|
Breakdown of the Closing Balance | | | | | | | | Non-employee warrants |
| Balance at December 31, 2016 | | | Number outstanding | | 188,125 |
| Weighted-average exercise price | | € | 19.04 |
| Number exercisable | | 117,096 |
| Weighted-average exercise price | | € | 11.73 |
| Weighted-average remaining contractual life | | 7.3 years |
| Balance at December 31, 2017 | | | Number outstanding | | 186,276 |
| Weighted-average exercise price | | € | 23.93 |
| Number exercisable | | 86,385 |
| Weighted-average exercise price | | € | 15.86 |
| Weighted-average remaining contractual life | | 7.6 years |
| Balance at December 31, 2018 | | | Number outstanding | | 291,670 |
| Weighted-average exercise price | | € | 13.02 |
| Number exercisable | | 108,780 |
| Weighted-average exercise price | | € | 18.95 |
| Weighted-average remaining contractual life | | 7.9 years |
|
|
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs |
Reconciliation with the Consolidated Statements of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance for the year ended December 31, 2016 | | Balance for the year ended December 31, 2017 | | Balance for the year ended December 31, 2018 | | (in thousands) | | R&D |
| | S&O |
| | G&A |
| | Total |
| | R&D |
| | S&O |
| | G&A |
| | Total |
| | R&D |
| | S&O |
| | G&A |
| | Total |
| RSUs | (9,178 | ) |
| (12,705 | ) |
| (7,287 | ) |
| (29,170 | ) |
| (19,377 | ) |
| (30,753 | ) |
| (13,295 | ) |
| (63,425 | ) |
| (20,499 | ) |
| (27,025 | ) |
| (12,179 | ) |
| (59,703 | ) | Share options / BSPCE | (2,930 | ) |
| (4,133 | ) |
| (5,356 | ) |
| (12,419 | ) |
| (1,635 | ) |
| 22 |
|
| (4,870 | ) |
| (6,483 | ) |
| (860 | ) |
| (1,616 | ) |
| (2,938 | ) |
| (5,414 | ) | Plan 5 | (8 | ) |
| (27 | ) |
| (7 | ) |
| (42 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| Plan 6 | (35 | ) |
| (20 | ) |
| (162 | ) |
| (217 | ) |
| (7 | ) |
| 1 |
|
| (15 | ) |
| (21 | ) |
| — |
|
| — |
|
| — |
|
| — |
| Plan 7 | (234 | ) |
| 239 |
|
| (194 | ) |
| (189 | ) |
| (52 | ) |
| 224 |
|
| (35 | ) |
| 137 |
|
| (2 | ) |
| (1 | ) |
| (1 | ) |
| (4 | ) | Plan 8 | (2,587 | ) |
| (4,258 | ) |
| (4,638 | ) |
| (11,483 | ) |
| (1,085 | ) |
| 186 |
|
| (2,883 | ) |
| (3,782 | ) |
| 169 |
|
| (553 | ) |
| (493 | ) |
| (877 | ) | Plan 9 | (66 | ) |
| (67 | ) |
| (355 | ) |
| (488 | ) |
| (491 | ) |
| (389 | ) |
| (1,937 | ) |
| (2,817 | ) |
| (495 | ) |
| (461 | ) |
| (902 | ) |
| (1,858 | ) | Plan 10 | — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (532 | ) |
| (601 | ) |
| (1,485 | ) |
| (2,618 | ) | Plan 11 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (57 | ) | | (57 | ) | Total share-based compensation | (12,108 | ) |
| (16,838 | ) |
| (12,643 | ) |
| (41,589 | ) |
| (21,012 | ) |
| (30,731 | ) |
| (18,165 | ) |
| (69,908 | ) |
| (21,359 | ) |
| (28,641 | ) |
| (15,117 | ) |
| (65,117 | ) | BSAs | — |
|
| — |
|
| (1,670 | ) |
| (1,670 | ) |
| — |
|
| — |
|
| (1,704 | ) |
| (1,704 | ) |
| — |
|
| — |
|
| (1,483 | ) |
| (1,483 | ) | Total equity awards compensation expense | $ | (12,108 | ) |
| $ | (16,838 | ) |
| $ | (14,313 | ) |
| $ | (43,259 | ) |
| $ | (21,012 | ) |
| $ | (30,731 | ) |
| $ | (19,869 | ) |
| $ | (71,612 | ) |
| $ | (21,359 | ) |
| $ | (28,641 | ) |
| $ | (16,600 | ) |
| $ | (66,600 | ) |
|