Share-Based Compensation |
Share-Based Compensation The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants (Bons de Souscription d'Actions or "BSAs"). During the nine months ended September 30, 2019, there was four grants of RSUs and one of OSAs under the Employee Share Option Plan 11 as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. | | • | On March 1, 2019, 202,180 RSUs were granted to Criteo employees subject to continued employment. |
| | • | On April 25, 2019, 257,291 RSUs were granted to Criteo management subject to continued employment and an additional 257,291 RSUs were granted to members of the management, subject to condition of presence and the achievement of internal performance objectives. In addition, a special supplemental grant of 327,916 RSUs was also granted to members of management subject to continued employment. |
| | • | On June 25, 2019, 195,420 RSUs and 62,880 OSAs were granted to Criteo employees and certain senior managers subject to continued employment. |
| | • | On July 25, 2019, 1,624,035 RSUs were granted to Criteo employees subject to continued employment. |
There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019 except for the special supplemental grant to management on April 25, 2019 which have a vesting schedule as follows: | | • | 70% at the expiration of a two year period |
| | • | 15% at the expiration of each year following the first two years-period. |
Change in Number of BSPCE/OSA/RSU/BSA | | | | | | | | | | | | | | OSA/BSPCE |
| | RSU |
| | BSA |
| | Total |
| Balance at January 1, 2019 | 3,187,465 |
| | 4,780,137 |
| | 291,670 |
| | 8,259,272 |
| Granted | 62,880 |
| | 2,864,133 |
| | — |
| | 2,927,013 |
| Exercised (OSA/BSPCE/BSA) | (58,568 | ) | | — |
| | — |
| | (58,568 | ) | Vested (RSU) | — |
| | (992,143 | ) | | — |
| | (992,143 | ) | Forfeited | (697,058 | ) | | (943,784 | ) | | — |
| | (1,640,842 | ) | Expired | — |
| | — |
| | — |
| | — |
| Balance at September 30, 2019 | 2,494,719 |
| | 5,708,343 |
| | 291,670 |
| | 8,494,732 |
|
Breakdown of the Closing Balance | | | | | | | | | | | | | OSA/BSPCE |
| | RSU |
| | BSA |
| Number outstanding | 2,494,719 |
| | 5,708,343 |
| | 291,670 |
| Weighted-average exercise price | € | 25.05 |
| | NA |
| | € | 13.02 |
| Number vested | 2,083,582 |
| | NA |
| | 127,139 |
| Weighted-average exercise price | € | 24.83 |
| | NA |
| | € | 20.48 |
| Weighted-average remaining contractual life of options outstanding, in years | 5.67 |
| | NA |
| | 7.18 |
|
Reconciliation with the Unaudited Consolidated Statements of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended | | September 30, 2018 | | September 30, 2019 | | | | | | | | | | | | | | | | | | (in thousands) | | R&D |
| | S&O |
| | G&A |
| | Total |
| | R&D |
| | S&O |
| | G&A |
| | Total |
| RSUs | $ | (4,723 | ) | | $ | (6,604 | ) | | $ | (4,236 | ) | | $ | (15,563 | ) | | $ | (3,190 | ) | | $ | (3,741 | ) | | $ | (3,360 | ) | | $ | (10,291 | ) | Share options / BSPCE | (178 | ) | | (348 | ) | | (962 | ) | | (1,488 | ) | | (22 | ) | | (68 | ) | | (435 | ) | | (525 | ) | Total share-based compensation | (4,901 | ) | | (6,952 | ) | | (5,198 | ) | | (17,051 | ) | | (3,212 | ) | | (3,809 | ) | | (3,795 | ) | | (10,816 | ) | BSAs | — |
| | — |
| | (211 | ) | | (211 | ) | | — |
| | — |
| | (349 | ) | | (349 | ) | Total equity awards compensation expense | $ | (4,901 | ) | | $ | (6,952 | ) | | $ | (5,409 | ) | | $ | (17,262 | ) | | $ | (3,212 | ) | | $ | (3,809 | ) | | $ | (4,144 | ) | | $ | (11,165 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended | | September 30, 2018 | | September 30, 2019 | | | | | | | | | | | | | | | | | | (in thousands) | | R&D |
| | S&O |
| | G&A |
| | Total |
| | R&D |
| | S&O |
| | G&A |
| | Total |
| RSUs | $ | (15,785 | ) | | $ | (21,539 | ) | | $ | (13,482 | ) | | $ | (50,806 | ) | | $ | (10,988 | ) | | $ | (14,365 | ) | | $ | (9,372 | ) | | $ | (34,725 | ) | Share options / BSPCE | (569 | ) | | (1,309 | ) | | (2,583 | ) | | (4,461 | ) | | 423 |
| | 463 |
| | (1,861 | ) | | (975 | ) | Total share-based compensation | (16,354 | ) | | (22,848 | ) | | (16,065 | ) | | (55,267 | ) | | (10,565 | ) | | (13,902 | ) | | (11,233 | ) | | (35,700 | ) | BSAs | — |
| | — |
| | (1,066 | ) | | (1,066 | ) | | — |
| | — |
| | (1,060 | ) | | (1,060 | ) | Total equity awards compensation expense | $ | (16,354 | ) | | $ | (22,848 | ) | | $ | (17,131 | ) | | $ | (56,333 | ) | | $ | (10,565 | ) | | $ | (13,902 | ) | | $ | (12,293 | ) | | $ | (36,760 | ) |
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