Criteo S.A. (CRTO) Announces Board Changes

Criteo S.A. (NASDAQ: CRTO) (the "Company" or "Criteo"), the commerce media company, today named Frederik ("Rik") van der Kooi Chairperson of the Board of Directors (the "Board"). Van der Kooi has served as a member of Criteo's Board since June 2023. He succeeds Rachel Picard, who has served as Chairperson for the past five years and will continue service as a director.

Criteo has also nominated Stefanie Jay to stand for election to its Board as a new independent director at Criteo's 2025 Annual General Meeting of Shareholders ("AGM"). Hubert de Pesquidoux, a Board member and Chairperson of the Audit Committee since 2012, has informed the Board that he will not stand for reelection.

With the election of Jay at the AGM, the Board will be comprised of eight directors, seven of whom are considered independent, and four of whom have been added over the last five years.

Van der Kooi is an accomplished senior leader with deep digital advertising expertise and extensive executive experience. He most recently served as a Corporate Vice President at Microsoft, where he led its digital advertising business, spanning search, display, native, retail media and video offerings, for over a decade. In this role, he led strategy, sales, marketing and partnerships globally, scaling Microsoft's advertising business to $10 billion. Van der Kooi previously served as Chief Operating Officer of Microsoft's Online Services Division, leading acquisitions and integrations of PromoteIQ in retail media, Xandr and others. Van der Kooi served on the Board of Directors of the Interactive Advertising Bureau (IAB) in the United States, including as Chairman from 2019 through 2021.

Jay brings nearly 20 years of experience across omnichannel retail, eCommerce, and digital marketplaces and most recently served as Senior Vice President and Chief Business and Strategy Officer at eBay. Previously, Jay served as Vice President and General Manager at Walmart Media Group (now Walmart Connect), where she transformed its advertising technology stack, grew revenue more than 7X and significantly scaled its retail media platform and operations. She also spearheaded global M&A and business development initiatives at Walmart, including the acquisition of Jet.com and securing strategic partnerships with JD.com, Uber, Lyft, and Google. Earlier in her career, Jay spent over a decade at Goldman Sachs, where she held leadership roles in investment banking and client strategy, including in its Consumer Retail Group.

Michael Komasinski, Chief Executive Officer of Criteo and member of the Board, said, "Criteo benefits greatly from Rik's guidance on the Board, and we are thrilled to have him serve as Chairperson. Rik's industry expertise and deep understanding of our Company will strengthen our ability to drive continued momentum and capture the significant opportunities Criteo has ahead. I am also confident that Stefanie will be a valuable addition to our boardroom as she brings extensive strategic experience and customer insights in commerce media. I look forward to partnering with both Rik and Stefanie as we drive Criteo's strategic vision forward."

Van der Kooi commented, "I am honored to be appointed Chairperson of Criteo's Board. With its leadership position in the rapidly growing commerce media sector, Criteo is poised for further value creation by leveraging its unified, AI-driven platform. Our Board believes Stefanie's proven experience scaling advertising businesses globally and fostering innovation will be invaluable as we build on Criteo's reputation as the go-to platform for retail and commerce media. I am excited to work with Michael and the Board, alongside Criteo's talented executive team, to help us reach new heights."

Jay stated, "It's a privilege to be nominated to join Criteo's Board. Criteo is a differentiated leader with tremendous opportunity to continue driving long-term success, supported by a commitment to innovation and client-centricity. I look forward to working with the Board and leadership team as Criteo develops and delivers solutions that provide better commerce outcomes for customers and creates sustainable growth."

Van der Kooi continued, "I also want to extend my heartfelt thanks on behalf of the Board to Rachel for her exceptional guidance and contributions throughout her tenure as Chairperson. Her leadership has been instrumental in shaping Criteo's successful transformation, and we are grateful for her continued service on the Board. We also thank Hubert for his invaluable contributions to financial stewardship and governance at Criteo, and we wish him all the best in his future endeavors."

Picard commented, "It has been a privilege to serve as Chair of Criteo's Board and I am proud of all that we have accomplished together, including overseeing the transformation of the Company into the AdTech platform of choice in retail and commerce media. After a five-year term and with the recent appointment of Michael as CEO, it is a good time to start a new phase with Rik as Chairperson. Rik's industry expertise and strong familiarity with our business will ensure a seamless transition and continued success for Criteo."

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