Criteo S.A. filed a current report on October 29, 2026, disclosing that director Edmond Mesrobian resigned from its Board of Directors effective October 28, 2026, and that the Board appointed Jianchang Mao to fill the resulting vacancy on the same date.

Key Highlights

  • Resignation: Edmond Mesrobian notified the Board on October 28, 2026 of his decision to resign as a Board member and member of the Compensation Committee, effective immediately.
  • No disagreement: According to the filing, "Mr. Mesrobian's resignation did not result from a disagreement with the Company or the Board on any matter relating to the Company's operations, policies, or practices."
  • New appointee: The Board appointed Jianchang Mao by co-optation on October 28, 2026 to fill the vacancy, effective immediately.
  • Independence determination: The Board determined that Mr. Mao is independent under applicable Nasdaq and SEC rules.
  • Term limit: In accordance with Luxembourg law, Mr. Mao's term lasts until the next general meeting of shareholders, expected to be the meeting to vote on the previously announced redomiciliation to the United States via a cross-border merger with Criteo Holdings, Inc.
  • Compensation: Mr. Mao will receive compensation under the Company's standard independent director compensation program, as described in the Annual Proxy Statement filed on Schedule 14A on May 8, 2026.

Mao's Background and Role in Criteo's Board Transition

According to the filing, Jianchang Mao brings more than 30 years of experience in artificial intelligence, digital advertising, and search, including more than 20 years leading global research, product, and engineering organizations. He currently serves as a General Partner and Distinguished Fellow at Fellows Fund, an investment firm the filing describes as focused on AI-native companies.

Before Fellows Fund, the filing states that Mao served as Vice President of Engineering for Google Assistant, leading development of its foundational AI technologies including natural language processing, large language models, and speech technologies. Prior to that role, he spent nine years at Microsoft, most recently as Corporate Vice President and General Manager of Microsoft Advertising Product and Engineering. Earlier positions included Vice President of Advertising Sciences at Yahoo!, technology leadership roles at Verity, and a researcher position at IBM's Almaden Research Center.

The filing notes that Mao is a Fellow of the Institute of Electrical and Electronics Engineers (IEEE) and holds a Ph.D. in computer science from Michigan State University, along with master's and bachelor's degrees from East China Normal University. The filing also states there are no arrangements or understandings between Mr. Mao and any other persons pursuant to which he was elected, and that he has not been party to any reportable transactions with the Company under Item 404(a) of Regulation S-K. The filing further indicates it is expected that Mr. Mao will be appointed to serve on the Board of Directors of Criteo Holdings, Inc. at the effective time of the planned U.S. merger.

What Was Disclosed

Criteo S.A. (NASDAQ:CRTO) disclosed a board-level change: director Edmond Mesrobian resigned on October 28, 2026 with no stated disagreement, and the Board appointed Jianchang Mao in his place under Luxembourg co-optation rules, pending ratification at the next shareholder meeting.