ITEM 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.

On May 15, 2020, Criteo S.A. (the "Company") announced the appointment of Dave Anderson as the Company's Interim Chief Financial Officer for a six-month term in replacement of Benoit Fouilland, effective May 18, 2020. During his engagement, Mr. Anderson will also be the Company's principal financial officer and principal accounting officer.

In connection with the appointment of Mr. Anderson, the Company's wholly-owned subsidiary, Criteo Corp., and Mr. Anderson have entered into a Consulting Agreement, dated May 14, 2020 (the "Consulting Agreement"), pursuant to which Criteo Corp. will pay Mr. Anderson $83,333.33 per month for his services. Additionally, Mr. Anderson will have the opportunity to earn a $250,000.00 performance bonus, based on the achievement of goals determined by the Company's board of directors. The Company will also provide Mr. Anderson with directors' and officers' liability insurance and indemnification, in accordance with the terms of the Company's standard form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification. Mr. Anderson is not entitled to any other compensation or benefits from the Company or Criteo Corp. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Consulting Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.

Mr. Anderson, age 70, previously served as Chief Financial Officer of Nielsen Holdings plc from September 2018 to December 2019. Prior to that, Mr. Anderson was the Executive Vice President and Chief Financial Officer of Alexion Pharmaceuticals, Inc. from December 2016 to August 2017. Prior to joining Alexion, Mr. Anderson served as Senior Vice President and Chief Financial Officer of Honeywell International from 2003 to 2014. Prior to joining Honeywell, Mr. Anderson was Senior Vice President and Chief Financial Officer of ITT Industries, as well as Newport News Shipbuilding. Previously, he held senior financial positions with RJR Nabisco and the Quaker Oats Company. Mr. Anderson serves on the board of directors of American Electric Power Company, Inc.

There is no arrangement or understanding, other than the Consulting Agreement, between Mr. Anderson and any other person pursuant to which Mr. Anderson has been selected. Mr. Anderson has not engaged in any transaction exceeding $120,000 with the Company and does not have a family relationship with any director or executive officer of the Company.

A copy of the press release announcing Mr. Anderson's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits



Exhibit
Number         Description
  99.1           Press release dated     May 15    , 2020
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

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