DEF 14A of Advantage Solutions Inc., Apr 23, 2024

DEF 14A of Advantage Solutions Inc.

Filed Apr 23, 2024 · FY20230000950170-24-046885

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS OUR BOARD OF DIRECTORS The following sets forth certain information, as of April 5, 2024 and certain other information for each person who serves as a director with terms expiring at the Annual Meeting, each person who is a nominee for election at the Annual Meeting and each of the continuing directors. References to “the Company” in this section mean the entity Advantage Solutions Inc., formerly known as Conyers Park II Acquisition Corp. References to “Conyers Park” in this section mean such entity before it changed its name.

  2. BOARD OF DIRECTORS

    | Name | Age | Position(s) | Classification (Term Expiration) | | Christopher Baldwin | 61 | Director and Nominee | Class I (2027)* | | Cameron Breitner | 49 | Director and Nominee | Class I (2027)* | | Virginie Costa | 49 | Director and Nominee | Class I (2027)* | | Timothy J. Flynn | 51 | Director and Nominee | Class I (2027)* | | Brian K. Ratzan | 53 | Director and Nominee | Class I (2027)* | | James M. Kilts | 76 | Chairman of the Board and Director | Class II (2025) | | Jody Macedonio | 63 | Director | Class II (2025) | | Robin Manherz | 51 | Director | Class II (2025) | | Adam Nebesar | 43 | Director | Class II (2025) | | Deborah Poole | 40 | Director | Class II (2025) | | Tiffany Han | 35 | Director | Class III (2026) | | Adam Levyn | 40 | Director | Class III (2026) | | David A. Peacock | 55 | Chief Executive Officer and Director | Class III (2026) | | David J. West | 61 | Director | Class III (2026) |

  3. BOARD OF DIRECTORS

    * Term expiration assuming reelection, at the Annual Meeting. Christopher Baldwin currently serves as the Non-Executive Chairman of the board of directors of Constellation Brands Inc. (NYSE: STZ), a leading beverage alcohol company. He also serves on the board of directors BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (“BJ’s”), a membership-only warehouse chain, and has been a member of the board since 2015, and served as chairman of the board of BJ’s during that time span. Mr. Baldwin has informed BJ’s that he will not stand for re-election when his directorship expires in June 2024. Previously, he was President and Chief Operating Officer of BJ’s in 2015 and also served as Chief Executive Officer of the company from February 2016 until February 2020. He also currently serves as a Managing Partner of CVC Capital Partners (“CVC”), a private equity firm advising funds that indirectly hold equity interests in the Company and Topco. He also served as Chief Executive Officer of Hess Retail Corporation, a global independent energy company, from 2010 to March 2015. He has also held executive roles at Kraft Foods Group, Inc., a food and beverage company, from 2007 to 2010, The Hershey Company, a global confectionary manufacturer, from 2004 to 2007, Nabisco, a manufacturer of cookies and snacks, and The Procter & Gamble Company, a multinational consumer goods corporation. Mr. Baldwin is the former chairman of the board of the National Retail Federation, the world’s largest retail trade association. Mr. Baldwin is also active in the community, serving as an executive board member at Harlem Lacrosse and Leadership, a school-based nonprofit that provides educational intervention, leadership training and lacrosse for at-risk youth. Mr. Baldwin graduated from Siena College in Loudonville, New York with a bachelor’s degree in Economics. We believe Mr. Baldwin is qualified to serve as a director due to his extensive experience leading consumer and retail businesses and board experience in the retail industry. Cameron Breitner has served as a director of the Company since October 2020, and of Topco since July 2014. Mr. Breitner is currently a senior advisor to CVC, a private equity firm advising funds that indirectly hold equity interests in the Company and Topco. From 2007 to February 2024, Mr. Breitner was a Managing Partner and the head of CVC’s San Francisco office, overseeing CVC’s private equity activities on the West Coast, and shared responsibility for overseeing the firm’s US private equity investment activities. Prior to joining CVC in 2007, Mr. Breitner worked at Centre Partners, a private equity firm, where he was Managing Director and had worked since 1998. Prior to Centre Partners, Mr. Breitner worked in M&A at Bowles Hollowell Conner & Co., an investment banking firm. Mr. Breitner also serves on the board of directors for Petco and the parent holding company of Worldwide Express & GlobalTranz. Previously, he served on the board of directors for numerous public and private companies, including BJ’s Wholesale Club Holdings, Inc. and Leslie’s Pool Supplies. He received his B.A. in Psychology from Duke University. We believe Mr. Breitner is qualified to serve as a director due to his knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations, consumer and retail businesses, and board practices of other major corporations. Virginie Costa has served as a director of the Company since October 2020. Ms. Costa has served as Senior Vice President Finance North America of Mondelēz since July 2023. Ms. Costa brings over 20 years of financial and operational experience with brands focused on consumer experience. Ms. Costa was the Global Chief Financial Officer of Wella AG from June 2021 to December 2022 and of Godiva Chocolatier from August 2018 to June 2021. Prior to that, she served at Burberry Americas as the Chief Financial and Operations Officer from February 2013 to August 2018, and Chief Financial Officer from May 2011 to February 2013. She served in a number of executive positions with Hermes of Paris, Inc. in New York City, including as Chief Financial Officer and Chief Operating Officer from December 2005 to May 2011. She began her career in public accounting and consulting at KPMG LLP and Arthur Andersen LLP. Ms. Costa received her “Diplome des Grandes Ecoles de Commerce,” equivalent of an MBA in the United States, at France’s Ecole Superieure de Commerce de Nantes (since renamed as Audencia). We believe Ms. Costa is qualified to serve as a director due to her extensive experience in accounting and financial matters for global consumer brands. Timothy J. Flynn has served as a director of the Company since October 2020 and of Topco since July 2014. Mr. Flynn is currently a partner with Leonard Green & Partners, L.P. (“LGP”). Prior to joining LGP in 2003, Mr. Flynn had been a director in the investment banking department of Credit Suisse First Boston (CSFB), a financial services company, which he joined in 2000 following CSFB’s acquisition of Donaldson, Lufkin & Jenrette (DLJ), an investment bank. Mr. Flynn had been with DLJ since 1996 and had previously worked in the Mergers and Acquisitions group at Paine Webber Inc., a financial services company. Mr. Flynn also serves on the boards of the following companies or their affiliates: The Wrench Group, Veritext Legal Solutions, Insight Global and OMNIA Partners, and has served on the boards of CCC Information Services, United States Infrastructure Corp., Pye-Barker, The Container Store, and Tank Holdings Corp., among others. Mr. Flynn served as the chair of The Container Store’s culture and compensation committee. He received his B.A. in Economics and Political Science from Brown University. We believe Mr. Flynn is qualified to serve as a director due to his particular knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations, retail businesses and board practices of other major corporations. Brian K. Ratzan has served as a director of the Company from its inception. He was the Chief Financial Officer and a Director of Conyers Park from its inception to October 2020. Mr. Ratzan was previously the Chief Financial Officer and a Director of Conyers Park III Acquisition Corp., a publicly traded special purpose acquisition company. Mr. Ratzan has also been a Partner of Centerview Capital Consumer since April 2014. Mr. Ratzan has over 25 years of private equity investing experience. Prior to joining Centerview Capital Consumer, Mr. Ratzan was Partner and Head of U.S. Private Equity at Pamplona Capital Management from January 2012 to February 2014. Prior to joining Pamplona, he was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998. Mr. Ratzan also previously worked at ‘21’ International Holdings, a private investment firm and in the Investment Banking Group at Donaldson, Lufkin and Jenrette. Since July 2017, Mr. Ratzan has served as a director on the board of directors of The Simply Good Foods Company. Mr. Ratzan previously served on the boards of other consumer companies including Del Monte Foods, The Sun Products Corporation (formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc. Mr. Ratzan holds a bachelor’s degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and a M.B.A. from Harvard Business School. We believe Mr. Ratzan is qualified to serve as a director due to his extensive investment management and transactional experience.

  4. BOARD OF DIRECTORS

    James M. Kilts has served as a director of the Company since October 2020 and of Topco since September 2014. Since March 31, 2023, he has served as Chairman of our Board of Directors, a position he also held from October 2020 to April 1, 2022. He also served as Executive Chairman of Conyers Park from its inception to the closing of the transactions contemplated by the Merger Agreement (as defined below). Mr. Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006. Previously, Mr. Kilts served as Chairman of the Board, Chief Executive Officer and President of Gillette from 2001 until it merged with The Procter & Gamble Company in 2005; at that time he became Vice Chairman of the Board of The Procter & Gamble Company. Prior to Gillette, Mr. Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000. Before joining Nabisco, Mr. Kilts was an Executive Vice President of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food Group. Mr. Kilts had previously served as President of Kraft USA and Oscar Mayer. He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada and Senior Vice President of Kraft International. Mr. Kilts is currently Chairman of The Simply Good Foods Company, where he has served since 2017, and a member of the board of directors of Viatris Inc. where he has served since November 2020. Mr. Kilts served on the board of MetLife, Inc. from 2005 until June 2020, Pfizer Inc., from 2007 until November 2020, Conyers Park II Acquisition Corp. from 2019 until September 2020 and Unifi, Inc. from 2016 until July 2022. Mr. Kilts was Non-Executive Director of the Board of Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from 2011 until 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014). Mr. Kilts received a bachelor’s degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the University of Chicago. We believe Mr. Kilts is qualified to serve as a director due to his deep consumer industry background, coupled with broad operational and transactional experience. Adam Levyn has served on the board of directors of the Company since October 2023 and is currently a Partner with Leonard Green & Partner, L.P. a firm specializing in private equity investments. Prior to joining Leonard Green & Partner, L.P. in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. in their New York office from 2007 to 2009 and in the Global Industrials Group of Bear, Stearns & Co. Inc. in their New York office from 2005 to 2007. Since October 2020, he has served on the board of directors of Clarivate Plc (NYSE: CLVT), a company that operates a collection of subscription-based services. Mr. Levyn currently also serves on the boards of the following privately held companies: CHG Healthcare Services, ExamWorks Group, Inc., HUB International Limited, OMNIA Partners, Inc., Parts Town LLC, Service Logic LLC and SRS Distribution Inc., and has served on the boards of CPA Global Limited, Restorix Health Inc., Tank Holdings Corp, and United States Infrastructure Corporation. He earned a Bachelor of Arts degree in Economics from Princeton University and a M.B.A. from Harvard Business School. We believe Mr. Levyn is qualified to serve as a director due to extensive experience in finance with service businesses. Jody Macedonio has served on the board of directors of the Company since May 2023. Ms. Macedonio is a senior financial executive with more than 25 years of experience in the consumer packaged goods (“CPG”) industry, including positions with Nestle, Frito Lay and Henkel. Ms. Macedonio served as the Chief Financial Officer of Meati, a maker of animal-free meat alternatives, from August 2022 through November 2023. From December 2020 until June 2022, Ms. Macedonio was the Chief Financial Officer of Chobani, a food and beverage company. She was previously the Executive Vice President and Chief Financial Officer of 8th Avenue Food & Provision, a private label company from August 2020 to December 2020, and of Dean Foods from February 2018 to October 2019. Following Ms. Macedonio’s departure from Dean Foods, the company filed for chapter 11 bankruptcy protection in November 2019. She served in various roles at Henkel AG and its subsidiary, Sun Products, from 2012 to 2018, including as Senior Vice President Finance, Laundry & Beauty Divisions. She currently serves on the board of directors of Nutrabolt, a private CPG beverage company. Ms. Macedonio received a Bachelor of Science degree from Colorado State University, and a Master in Business Administration from the University of Colorado. We believe Ms. Macedonio is qualified to serve as a director due to deep consumer industry background, coupled with broad financial experience. Robin Manherz has served on the board of directors of the Company since October 2021. Ms. Manherz brings 25 years of experience in technology and business. Ms. Manherz has been the Head of Marquee Go-to-Market at ServiceNow, Inc. since March 2024. From June 2021 to January 2024, Ms. Manherz served as the Executive Vice President & Chief Operating Officer, Customer Success at SAP. She was previously the Executive Vice President & Chief Performance Officer of SAP SE from February 2020 to June 2021. From July 2018 to February 2020, she served as the Senior Vice President, Global Corporate Portfolio Planning and Commercialization. She was also Chief Operating Officer of SAP SuccessFactors from January 2017 to July 2018. From 2007 to 2017, she held several executive positions within SAP SE, including Senior Vice President, Global Commercial Operations from September 2014 to January 2017. Ms. Manherz has also served on the board of directors for Qualtrics International Inc. since July 2022. She received a Bachelor of Science degree, summa cum laude, in Management from the Georgia Institute of Technology. We believe Ms. Manherz is qualified to serve as a director due to her extensive experience in the technology services industry, coupled with broad operational and transactional experience. Adam Nebesar has served on the board of directors of the Company and of Topco since March 2022. Mr. Nebesar is a Partner in the Consumer, Retail & Dining Vertical and a member of the North American Private Equity team of Bain Capital Private Equity, LP (“Bain Capital”). Prior to joining Bain Capital in 2006, Mr. Nebesar was a consultant at The Boston Consulting Group. Mr. Nebesar also serves on the boards of the following private companies or their affiliates: 1440 Foods, Dessert Holdings, Fogo de Chao and Virgin Voyages. He received an MBA from Harvard Business School, an MPhil in Economics from the University of Cambridge, and an AB in Economics from Princeton University. We believe Mr. Nebesar is qualified to serve as a director due to his extensive financial and operational experience in multi-national consumer goods businesses.

  5. BOARD OF DIRECTORS

    Deborah Poole has served as a director of the Company since May 2022. Ms. Poole is an experienced board member and C-suite leader in the consumer technology and ecommerce sectors. Ms. Poole has served on the board of directors of Idelic, Inc., a SaaS company in commercial trucking safety analytics, since July 2021. From April 2020 and until its acquisition by Uber Technologies, Inc. in October 2021, Ms. Poole served on the board of directors of Drizly, LLC, a consumer alcohol delivery platform and marketplace. Ms. Poole also serves on the board of directors of CareRev, Sendle, PBC and Placemakr. From 2019 to 2021, Ms. Poole served as Chief Business Officer at Whoop, Inc., a digital health wearable startup. At Whoop, Ms. Poole was responsible for ecommerce operations, as well as strategy and enterprise sales. From 2010 to 2019, Ms. Poole held various roles at Wayfair LLC, including at Wayfair Canada, which she founded as General Manager. Ms. Poole also led global talent acquisition for Wayfair from 2015 to 2018. Ms. Poole received a M.S. from Georgia Tech, and a B.A. from Harvard University. We believe Ms. Poole is qualified to serve as a director due to her extensive experience with high growth technology companies. Tiffany Han has served as a director of the Company since October 2020 and of Topco since June 2020. Ms. Han has served as a member of the Human Capital Committee since February 2022. Ms. Han is a managing director with CVC, a private equity firm advising funds that indirectly hold shares in the Company and Topco. Prior to joining CVC in 2013, Ms. Han worked at UBS Investment Bank in the Mergers & Acquisitions group, which she joined in 2011. Ms. Han is also on the board of the parent holding company of PDC Brands. She received her Bachelor in Business Administration from Emory University. We believe Ms. Han is qualified to serve as a director due to her knowledge and experience in finance as well as consumer and retail businesses. David Peacock has served as Chief Executive Officer of the Company and the Chief Executive Officer of Topco since February 2023. Prior to this, Mr. Peacock served as the Chief Operating Officer of Continental Grain Company, a global investor, owner and operator of companies across the food and agribusiness spectrum, from October 2021 until January 2023 and served as a member of its board of directors from April 2021 to June 2022. He also served as President and Chief Operating Officer of Schnuck Markets, Inc., a family-owned grocery retailer, from May 2017 to October 2021 and served on its board of directors until January 2023. Previously, Mr. Peacock served on the board for, and was the founder and chairman of, Vitaligent, LLC, a multi-unit restaurant franchise until the business was sold in 2022. Mr. Peacock also spent approximately 20 years in various roles at Anheuser-Busch, a brewing company, including serving as senior advisor from February 2012 to June 2012, president from November 2008 to February 2012, vice president of marketing from October 2007 to November 2008, and vice president of business operations from December 2004 to September 2007. He also serves on the board of directors of Wayne-Sanderson Farms, a privately held poultry business, since the closing of the merger of Sanderson Farms and Wayne Farms in July 2022. Mr. Peacock has also served as a member of the board of directors of Stifel Financial Corp. (NYSE: SF) since 2017 and is currently lead director for the company. He also serves on the Board of Trustees of the Urban League of Metropolitan St. Louis, a member of the Board of Directors of Pink Ribbon Good. Mr. Peacock received his B.A. from the University of Kansas and his Masters of Business Administration & Management from Washington University in St. Louis. We believe Mr. Peacock is qualified to serve as a director due to his extensive knowledge of the consumer goods industries as well as his experience as Advantage’s Chief Executive Officer. David J. West has served as a director of the Company since May 2019. He served as the Chief Executive Officer and a Director of Conyers Park from May 2019 to October 2020. Mr. West served as the Co-Chief Executive Officer and Chairman of the Board of Conyers Park III until August 2023. Mr. West serves as a member of the Board of Trustees of Bucknell University. Mr. West is an established leader in the consumer industry, with nearly 30 years of experience leading a range of companies and well-known brands. Mr. West became a partner of Centerview Capital Consumer in May 2016. Prior to joining Centerview Capital Consumer, Mr. West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s largest pure-play pet food and treats company whose brands included Meow Mix, Kibbles ‘n Bits, Milk-Bone, and others. Mr. West helped reposition the business to increase focus on growth and innovation, launched new products such as Milk-Bone Brushing Chews, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods, and developed a marketing culture to effectively promote products. Mr. West worked closely with Mr. Kilts during this time period, as Mr. Kilts was Chairman of the Board of Big Heart Pet Brands. In February 2014, Mr. West oversaw the sale of Del Monte Foods’ Consumer Products business and changed the company’s name to Big Heart Pet Brands, reflecting its singular focus on pet food and snacks. During his tenure as Chief Executive Officer, Mr. West oversaw the creation of approximately $2 billion of equity value for investors. Big Heart Pet Brands was sold to The J. M. Smucker Company in March 2015, at which time Mr. West served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016. Prior to joining Del Monte Foods, Mr. West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011. Under Mr. West’s leadership, Hershey experienced strong profits, net sales growth and shareholder returns, and was recognized as one of the World’s 100 Most Innovative Companies by Forbes Magazine in 2011. During Mr. West’s tenure as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness of its supply chain and business model, and accelerated its advertising, brand building and distribution programs. The success created by Mr. West’s leadership at Hershey led to more than $5 billion of equity value creation for shareholders during his tenure. Hershey’s share price appreciated 68% during this time period, while the S&P 500 was flat. Prior to his Chief Executive Officer role, Mr. West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to joining Hershey in 2001, Mr. West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp. by The Philip Morris Companies in 2000. At Nabisco, Mr. West worked

  6. BOARD OF DIRECTORS

    closely with Mr. Kilts during Mr. Kilts’ tenure as Chief Executive Officer. Since July 2016, Mr. West has served as the Vice-Chairman of the Board of The Simply Good Foods Company. Mr. West also serves on the board of directors of Scholar Leaders International, a non-for-profit entity. Mr. West was a member of the board of directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014 and Big Heart Pet Brands from 2014 to 2015. Mr. West received a Bachelor of Science degree, cum laude, in Business Administration from Bucknell University in Lewisburg, Pennsylvania. We believe Mr. West is qualified to serve as a director due to his deep consumer industry background, coupled with broad operational and transactional experience across many industries. COMPOSITION OF OUR BOARD OF DIRECTORS Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of 14 directors. Subject to the terms of the Stockholders Agreement (defined below), our certificate of incorporation and our Third Amended and Restated Bylaws (our “Bylaws”), the number of directors is fixed by our board of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. In connection with the completion of the transaction contemplated by that certain Agreement and Plan of Merger dated as of September 7, 2020 (the “Merger Agreement”), the Company entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) with Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC (the “CP Sponsor”), Topco, CVC ASM Holdco, L.P., a Delaware limited partnership (the “CVC Stockholder”), the entities identified therein under the heading “LGP Stockholders” (collectively, the “LGP Stockholder”) and BC Eagle Holdings, L.P., a Cayman Islands exempted limited partnership (the “Bain Stockholder”), and the other parties named therein (collectively, the “Stockholder Parties”). The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to cast their votes such that our board of directors is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to our board of directors, in each case, on the terms and subject to the conditions therein. Under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to which such entities are entitled such that our board of directors shall be constituted as follows. For so long as the CVC Stockholder beneficially owns 10% or greater of our Class A common stock, it shall be entitled to nominate two directors (each, a “CVC Director”), with such right (i) decreasing to one director at such time when the CVC Stockholder beneficially owns equal to or greater than 5% but less than 10% of our Class A common stock; and (ii) terminating at such time when the CVC Stockholder beneficially owns less than 5% of our Class A common stock. For so long as the LGP Stockholders beneficially own 10% or greater of our Class A common stock, the LGP Stockholders shall be entitled to nominate two directors (each, a “LGP Director”), with such right (i) decreasing to one director at such time when the LGP Stockholders beneficially own equal to or greater than 5% but less than 10% of our Class A common stock; and (ii) terminating at such time when the LGP Stockholders beneficially own less than 5% of our Class A common stock. For so long as the Bain Stockholder beneficially owns 5% or greater of our Class A common stock, it shall be entitled to nominate one director (the “Bain Director”), with such right terminating at such time when the Bain Stockholder beneficially owns less than 5% of our Class A common stock. For so long as the CP Sponsor or any of its permitted transferees is the record or beneficial owner of any our Class A common stock, the CP Sponsor shall, for a period of five years following the closing of the merger, be entitled to nominate three directors (each, a “Sponsor Director”). In calculating the beneficial ownership percentages referenced above, the total number of issued and outstanding shares of our Class A common stock used as the denominator in any such calculation shall at all times be deemed to be equal to the total number of shares of our Class A common stock issued and outstanding immediately following the closing of the merger (as adjusted for stock splits, combinations, reclassifications and similar transactions). In addition, shares of Class A common stock owned by Topco are deemed to be beneficially owned proportionate to the Stockholders Parties’ interest in Topco. Additionally, our board of directors includes David Peacock, our Chief Executive Officer, and four independent directors who were determined pursuant to the terms set forth in the Merger Agreement or the Stockholders Agreement (each, an “Independent Director”). Moreover, under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to which such entities are entitled such that our board of directors shall be divided into three class of directors, with each class serving for staggered three-year terms, and such that (i) the Class I directors include one CVC Director, one LGP Director, one Sponsor Director and two Independent Directors, (ii) the Class II directors include one Sponsor Director, the Bain Director and two Independent Directors and (iii) the Class III directors include one CVC Director, one LGP Director, one Sponsor Director and Mr. Peacock, who joined the board of directors in February 2023 when he became our Chief Executive Officer. The current term of the Class I directors shall expire immediately following our annual meeting of stockholders on May 29, 2024. The current term of the Class II directors shall expire immediately following our 2025 annual meeting of stockholders. The current term of the Class III directors shall expire immediately following our 2026 annual meeting of stockholders. In addition, subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committee, the CVC Stockholder, the LGP Stockholders, and the CP Sponsor shall, severally, have the right to have one CVC Director, one LGP Director and one Sponsor Director, respectively, appointed to serve on each committee of the Board for so long as the CVC Stockholder, the LGP Stockholders, and CP Sponsor, as applicable, has the right to designate at least one director for nomination to the Board.

  7. BOARD OF DIRECTORS

    Finally, pursuant to the Stockholders Agreement, Advantage and, with certain exceptions, its subsidiaries shall not, for so long as Topco and its permitted transferees collectively hold an amount of Advantage equity securities that is equal to 50% or more of the amount of securities Topco held as of immediately subsequent to the closing of the transactions contemplated by the Merger Agreement, take any of the following actions without the approval of Topco: (i) any increase or decrease the size of Advantage’s board of directors, other than in accordance with the Stockholders Agreement; (ii) any amendment, change, waiver, alteration or repeal of any provision of our organizational documents that (a) amends or modifies any specific rights of Topco or (b) materially and adversely affects Topco in its capacity as our stockholder; (iii) any acquisition or disposition of any one or more persons, equity interests, businesses or assets, or, subject to certain exceptions, the incurrence of any indebtedness by us or any of its subsidiaries involving an aggregate value, purchase price, sale price or indebtedness, as applicable, in an amount in excess of certain EBITDA ratios set forth in the Stockholders Agreement; (iv) the termination or replacement of our Chief Executive Officer (other than for cause); (v) the declaration and payment of any dividends or distributions, other than any dividends or distributions from any wholly owned subsidiary of us either to us or any other wholly owned subsidiaries of us; or (vi) any redemption or repurchase of any shares of our Class A common stock. The term of office for each director will be until his or her successor is elected at our annual meeting or his or her death, resignation or removal, whichever is earliest to occur. Our board of directors is divided into three classes, with each director serving a three-year term, and one class being elected at each year’s annual meeting of stockholders. Christopher Baldwin, Cameron Breitner, Virginie Costa, Timothy J. Flynn, and Brian K. Ratzan serve as Class I directors with a term expiring in 2024. James M. Kilts, Jody Macedonio, Robin Manherz, Deborah Poole and Adam Nebesar serve as Class II directors with a term expiring in 2025. Tiffany Han, Adam Levyn, David J. West and David Peacock serve as Class III directors with a term expiring in 2026. BOARD MEETING QUORUM REQUIREMENTS Our Bylaws provides that a majority of the total number of directors then in office will constitute a quorum. The Board met five times in 2023. Each member of the Board attended at least 75% of the total number of meetings the Board held during his or her tenure in 2023. We encourage our directors to attend annual meetings of stockholders. Six directors attended the virtual 2023 annual meeting of stockholders. BOARD COMMITTEES The composition, duties and responsibilities of our committees are as set forth below. The standing committees of our board of directors consist of the Audit Committee, the Human Capital Committee, and Nominating and Corporate Governance Committee. In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

  8. Non‑Employee Director Compensation

    Non‑Employee Director Compensation Our board of directors has adopted a director compensation policy that provides for annual cash retainers and equity awards as summarized below. During 2023, our non‑employee directors who are affiliated with Leonard Green & Partners, CVC and Bain Capital were not eligible for director compensation. In 2024, the policy was amended so that non-employee directors who are employed by Leonard Green & Partners, CVC and Bain Capital are not eligible for director compensation. Annual Cash Retainer Fees. Our eligible non‑employee directors receive an annual cash retainer fee of $100,000. In addition, an eligible non‑employee director serving as a chairperson of a committee of our Board receives the following annual retainer: $20,000 (Audit); $17,500 (Human Capital); and $17,500 (Nominating and Corporate Governance). Equity Awards. Each eligible non‑employee director who serves on our board of directors as of the date of any annual meeting of our stockholders and will continue to serve as a non‑employee director immediately following such annual meeting will be granted, on the date of such annual meeting, an award of restricted stock units that have an aggregate fair value on the date of grant of $175,000. In addition, each non‑employee director who is initially elected or appointed to our Board on any date other than the date of an annual meeting will receive, on the date of such non‑employee director’s initial election or appointment, an award of restricted stock units that have an aggregate fair value equal to the product of (i) $175,000 and (ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the annual meeting immediately preceding such non‑employee director’s start date and ending on such non‑employee director’s start date and the denominator of which is 365. Each equity award will vest on the earlier of (x) the day immediately preceding the date of the first annual meeting following the date of grant and (y) the first anniversary of the date of grant, subject to the non‑employee director continuing in service on our board of directors through the applicable vesting date. All non‑employee directors’ equity awards will vest in full immediately prior to the occurrence of a change in control.

  9. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table sets forth information concerning the compensation of the Company’s non‑employee directors who received compensation for 2023.

  10. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Christopher Baldwin(2)(3) | $— | $— | — | $— | | Cameron Breitner(3) | — | — | — | — | | Virginie Costa | $120,000 | $174,999 | — | $294,999 | | Timothy J. Flynn(3) | — | — | — | — | | Adam Levyn(3)(4) | — | — | — | — | | Tiffany Han(3) | — | — | — | — | | James M. Kilts | $100,000 | $174,999 | — | $274,999 | | Jody Macedonio(5) | $60,440 | $174,999 | — | $235,439 | | Robin Manherz | $117,500 | $174,999 | — | $292,499 | | Adam Nebesar(3) | — | — | — | — | | Deborah Poole | $100,000 | $174,999 | | $274,999 | | Brian Ratzan | $100,000 | $174,999 | — | $274,999 | | Jonathan D. Sokoloff(3)(6) | — | — | — | — | | David J. West | $100,000 | $174,999 | — | $274,999 |

  11. Director Compensation Table for 2023

    (1) Represents the grant date fair value of 98,314 RSUs granted in May 2023 to each of Virginie Costa, James M. Kilts, Jody Macedonio, Robin Manherz, Deborah Poole, Brian Ratzan and David J. West, in each case as computed in accordance with ASC 718, based on the valuation methodology (including assumptions) set forth in footnote 11 to the Consolidated Financial Statements of Advantage Solutions Inc., as filed with the Securities and Exchange Commission ("SEC") in the Company’s Annual Report on Form 10‑K for 2023. RSUs granted to directors are scheduled to vest on the earlier of the one‑year anniversary of the date of grant or the day immediately preceding the date of the first annual meeting of the Company’s stockholders occurring after the date of grant. The table below shows the aggregate numbers of unvested stock awards held as of December 31, 2023 by each individual who served as a non‑employee director during 2023.

  12. Director Compensation Table for 2023

    | Name | Unvested Stock Awards Outstanding at 2023 Fiscal Year End | | Christopher Baldwin | — | | Cameron Breitner | — | | Virginie Costa | 98,314 | | Timothy J. Flynn | — | | Adam Levyn | — | | Tiffany Han | — | | James M. Kilts | 98,314 | | Jody Macedonio | 98,314 | | Robin Manherz | 98,314 | | Adam Nebesar | — | | Deborah Poole | 98,314 | | Brian Ratzan | 98,314 | | Jonathan D. Sokoloff | — | | David J. West | 98,314 |

  13. Director Compensation Table for 2023

    (2) Mr. Baldwin was appointed to the Board effective February 1, 2023. (3) Each of Messrs. Baldwin, Breitner, Flynn, Levyn, Nebesar and Sokoloff, and Ms. Han were affiliated with Leonard Green & Partners, CVC or Bain Capital in 2023 and therefore were not eligible to receive compensation for their services as director. (4) Mr. Levyn was appointed to the Board effective October 20, 2023. (5) Ms. Macedonio was appointed to the Board effective May 24, 2023. Ms. Macedonio began receiving compensation in her capacity as a director of the Company on May 24, 2023 and the cash fees earned by her in respect of 2023 are pro‑rated from such date. Mr. Sokoloff resigned from the Board effective October 20, 2023.

  14. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Based on the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following five director nominees for re-election to the Board at the Annual Meeting to serve as Class I directors until our 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualify: Christopher Baldwin, Cameron Breitner, Virginie Costa, Timothy J. Flynn and Brian K. Ratzan. The Company representatives named in the proxy intend to vote for the election of each of the director nominees below, unless you indicate on your proxy that your vote should be withheld from any or all of the nominees. Each of the nominees for election currently serves as a director and has consented to serve for a new term if elected. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our capital stock represented by the proxies will be voted for such other person or persons as may be designated by the Board, unless the Board reduces the number of directors accordingly. For details regarding the qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Our Board of Directors” on page 4. VOTES REQUIRED Approval of Proposal No. 1 requires the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative “for” votes will be elected. The Board recommends you vote FOR each of the nominated directors.

  15. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT The Human Capital Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. In 2023, the Human Capital Committee continued to utilize Semler Brossy Consulting Group, LLC (“Semler Brossy”) to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our compensation program. The Human Capital Committee directed Semler Brossy to prepare a competitive market analysis of our executive compensation program to assist it in determining the appropriate level of overall compensation, as well as assess each separate component of compensation, with the goal of understanding the competitiveness of the compensation we offer to our executives, including our Named Executive Officers. Semler Brossy served at the discretion of the Human Capital Committee and, except for services to the Human Capital Committee, did not provide any other services to us in 2023. The aggregate fees paid to Semler Brossy by the Company for services provided to the Human Capital Committee in 2023 with regard to determining or recommending the amount or form of executive compensation were approximately $0.1 million. The Human Capital Committee considered Semler Brossy’s independence in light of applicable SEC rules and exchange listing standards and determined that Semler Brossy’s work did not raise any conflicts of interest that would prevent it from serving as an independent compensation consultant to the Human Capital Committee.

  16. PEER GROUP COMPOSITION

    PEER GROUP COMPOSITION The Human Capital Committee determined it would be appropriate to utilize a peer group for benchmarking pay practices, design features, dilution and pay levels for the executive team. The peer group is one input informing the Human Capital Committee’s benchmark assessments. In 2023, the Human Capital Committee, with the assistance of Semler Brossy, updated the peer group to reflect companies that, in aggregate, resemble the Company from a size, economics, talent and business focus perspective. The Human Capital Committee elected to make the following changes to our peer group: • Added Kelly Services, Inc., TrueBlue, Inc., and Kforce Inc. • Removed Cintas, TetraTech, Inc. and Hostess Brands, Inc. The companies comprising the fiscal 2023 compensation peer group were as follows:

  17. PEER GROUP COMPOSITION

    | Comparative Peer Group for 2023 | | | | Kelly Services, Inc. | Nielsen Holdings | CACI International Inc. | | ABM Industries Incorporated | Robert Half International Inc. | ASGN Incorporated | | Reynolds Consumer Products Inc. | Verisk Analytics, Inc. | FTI Consulting, Inc. | | BrightView Holdings, Inc. | Kforce Inc. | Korn Ferry | | Coca Cola Consolidated | Insperity, Inc. | TrueBlue, Inc. | | Energizer Holdings, Inc. | Edgewell Personal Products | | | Spectrum Brands Holdings, Inc. | The Hain Celestial Group, Inc. | |

  18. Signing Bonuses

    Signing Bonuses We determined to award each of Messrs. Peacock and Growe a signing bonus in connection with his commencement of employment with us in February 2023 and March 2023, respectively. Signing bonuses are awarded on a case-by-case basis by the Human Capital Committee to incentivize the Named Executive Officer to commence employment with the Company. The amounts of the signing bonuses were as follows: Mr. Peacock - $1,300,000 and Mr. Growe - $100,000. The after-tax value of the signing bonuses were subject to repayment in the event the Named Executive Officer resigned without “good reason” or was terminated by us for “cause” (each as defined in the Named Executive Officer’s employment agreement) within 12 months from his hire date.

  19. Annual Performance-Based Nonequity Incentive Compensation

    Annual Performance-Based Nonequity Incentive Compensation Historically, we have used performance‑based nonequity incentive compensation, which we call our annual incentive, to motivate our executives, including our Named Executive Officers, to achieve our strategic annual financial objectives while making progress towards our longer‑term growth and other goals. In setting annual incentive performance objectives for 2023, the Human Capital Committee considered the Company’s projected performance. The Human Capital Committee determined that for 2023, the amount of annual incentive that each Named Executive Officer was eligible to receive was to be based upon the attainment of “Incentive EBITDA,” which is based on financial performance objectives related to Adjusted EBITDA, as set forth in the Company’s publicly filed SEC documents for the year ended December 31, 2023, and as described below. For purposes of the annual incentive financial performance objectives, Incentive EBITDA means for 2023, the Company’s Adjusted EBITDA for 2023 as further adjusted: • for the Impact of Transactions, and by excluding the aggregate amount paid to our associates pursuant to our annual cash incentive plans. Impact of Transactions means eliminating the impact of any acquisition or divestitures that closed on or after January 1, 2023 except for the difference (positive or negative) between (i) the Adjusted EBITDA related to such acquisition or divestiture for the particular period, and (ii) the Adjusted EBITDA for such acquisition or divestiture during the corresponding period in the calendar year prior to such acquisition, as such historic Adjusted EBITDA for the acquisitions is determined and equitably adjusted if deemed appropriate by the Human Capital Committee at the time of such acquisition. Incentive EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures of our operating performance. Adjusted EBITDA means net loss before (i) interest expense, net, (ii) (benefit from) provision for income taxes, (iii) depreciation, (iv) impairment of goodwill and indefinite-lived assets, (v) amortization of intangible assets, (vi) gain on deconsolidation of subsidiaries, (vii) loss on divestitures, (viii) equity-based compensation of Topco, (ix) changes in fair value of warrant liability, (x) stock-based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID-19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses, (xvii) recovery from and costs associated with the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. For a reconciliation of Adjusted EBITDA to net income (loss), see Annex A. In 2023, the Named Executive Officers participated in our annual incentive program at the following levels:

  20. Annual Performance-Based Nonequity Incentive Compensation

    | Named Executive Officer | Target Incentive | Maximum Incentive | | David Peacock(1) | $1,650,000 | $2,200,000 | | Christopher Growe | $560,000 | $— | | Jack Pestello(2) | $600,000 | $— | | Michael Taylor | $500,000 | $— | | Andrea Young | $500,000 | $— | | Jill Griffin(3) | $1,650,000 | $2,200,000 | | Tanya Domier(3) | $1,500,000 | $2,000,000 | | Brian Stevens(4) | $— | $— |

  21. Annual Performance-Based Nonequity Incentive Compensation

    (1) For fiscal 2023, Mr. Peacock was entitled to a guaranteed annual cash incentive of no less than 150% of his base salary ($1,650,000) for 2023. (2) The target incentive amount for Mr. Pestello was pro‑rated based on Mr. Pestello’s commencement of employment with us effective April 10, 2023. The amount set forth in the table above is Mr. Pestello’s target incentive prior to pro-ration. (3) Each of Mses. Griffin and Domier’s employment with us terminated in 2023 and in connection with such terminations, each was entitled to a pro-rated incentive opportunity for 2023 based on time employed through the Named Executive Officer’s termination date and actual performance results for the full year. The amounts set forth in the table are the Named Executive Officers’ target incentive prior to pro-ration. (4) In connection with Mr. Stevens’ transition to a non-executive role during 2023 and eventual separation, Mr. Stevens was not entitled to receive a 2023 incentive. The Human Capital Committee established and approved Level 1, Level 2 and Level 3 achievement levels for Incentive EBITDA performance. To the extent that performance was below the Level 1 performance level, there would be no payment of the annual incentive, and the potential payment of the annual incentive is capped at the Level 3 performance level for Incentive EBITDA. To the extent achievement fell between different levels, the payment percentage would have been determined based on straight‑line interpolation. Under the 2023 annual incentive plan, the targeted Incentive EBITDA goal was $404.6 million after factoring in the Impact of Transactions, including the deconsolidation of Advantage Smollan Limited. The following table shows the percentage of the Named Executive Officer’s target incentive opportunity that was eligible to be earned with respect to different levels of achievement of the Incentive EBITDA goal.

  22. Annual Performance-Based Nonequity Incentive Compensation

    | Performance Level | Percentage of Target Incentive Earned – Mr. Peacock, Ms. Griffin and Ms. Domier | Percentage of Target Incentive Earned – Mr. Growe, Mr. Pestello, Mr. Taylor and Ms. Young | | Below Level 1 (Less than 93% of Target) | —% | —% | | Level 1 (Between 93% – 99.9% of Target) | 25% | —% | | Level 2 (Between 100% – 102.9% of Target) | 100% | 100% | | Level 3 (103% or More of Target) | 133% | —% |

  23. Annual Performance-Based Nonequity Incentive Compensation

    The Human Capital Committee determined that Mr. Peacock and Mses. Domier and Griffin would receive 100% of their target incentive amount. The other Named Executive Officers received amounts that were slightly above their respective target incentive amount. The target and actual amounts paid to our Named Executive Officers under the 2023 annual incentive program are set forth below:

  24. Annual Performance-Based Nonequity Incentive Compensation

    | Named Executive Officer | Target Dollar Amount | 2023 Percentage of Target Incentive Earned | Actual Payout | | David Peacock | $1,650,000 | 100% | $1,650,000 | | Christopher Growe | $560,000 | 107% | $600,000 | | Jack Pestello | $450,000 | 106% | $475,000 | | Michael Taylor | $500,000 | 105% | $525,000 | | Andrea Young | $500,000 | 105% | $525,000 | | Jill Griffin(1) | $72,329 | 100% | $72,329 | | Tanya Domier(1) | $369,750 | 100% | $369,750 | | Brian Stevens | $— | —% | $— |

  25. Annual Performance-Based Nonequity Incentive Compensation

    (1) Reflect pro-ration based on the Named Executive Officer’s time employed during 2023. Both Ms. Griffin and Ms. Domier received payouts at 100% of target for their pro-rated annual bonuses based on Incentive EBITDA achievement. Without proration, Ms. Griffin’s target bonus for 2023 was $1,650,000 and Ms. Domier’s target bonus was $1,500,000.

  26. Long‑Term Equity Incentive Compensation

    Long‑Term Equity Incentive Compensation 2023 Equity Grants We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. In fiscal 2023, we granted the following types of equity awards to our Named Executive Officers who were employed through 2023. Mses. Griffin and Domier and Mr. Stevens were not granted equity awards during fiscal 2023: • Performance Restricted Stock Unit Grants. We granted performance restricted stock units with respect to our Class A common stock (“PSUs”) to each of Messrs. Peacock, Growe, Pestello, and Taylor and Ms. Young. The PSUs are awarded to incentivize and reward our Named Executive Officers for long‑term corporate growth based on the value of our Class A common stock and, thereby, to align their interests with the interests of our stockholders. • Time-Based Restricted Stock Unit Grants. We also granted restricted stock units with respect to our Class A common stock (“RSUs”) to each of Messrs. Peacock, Growe, Pestello, and Taylor and Ms. Young. The RSUs are also part of our regular practice of awarding our Named Executive Officers with awards that are linked to our stock price while also including a retentive element. Option Grants. In connection with each such Named Executive Officer’s commencement of employment with the Company or promotion to an executive officer role within the Company, each of Messrs. Peacock, Growe, Pestello and Taylor were granted a stock option award to purchase shares of our Class A common stock. As described in further detail below, each of these stock option awards have increasing exercise prices that are greater than the fair market value of a share of the Company’s Class A common stock on the applicable grant date, which operates as an additional incentive to align the Named Executive Officer’s interest with the interests of our stockholders. Signing Share Grant to Mr. Peacock. In February 2023, in connection with his commencement of employment, Mr. Peacock was granted an award of fully vested shares. The shares were subject to repayment if Mr. Peacock’s employment terminated as a result of his resignation without “good reason” or his termination by the Company for “cause” (each, as defined in Mr. Peacock’s employment agreement), prior to the one-year anniversary of his hire date. We determined to grant this award to Mr. Peacock to compensate him for equity awards with respect to his former employer that were forfeited by him when he commenced employment with us. Each of these awards are reflected in the “Summary Compensation Table” below. 2023 Performance Stock Unit Grants During 2023, the Human Capital Committee determined to grant PSUs to Messrs. Peacock, Growe, Pestello, Taylor and Ms. Young. Each such Named Executive Officer received an annual PSU grant, consistent with historical practices, that became earned based on the achievement of Adjusted EBITDA goals and Revenues goals (as described below) during the 2023 performance period and vested over three years (referred to as the “2023 Annual PSUs”). The target number of shares subject to the PSUs grants awarded to the Named Executive Officers in 2023 were as follows:

  27. Long‑Term Equity Incentive Compensation

    | Named Executive Officer | Target Number of PSUs Subject to 2023 Annual PSUs | | David Peacock | 566,037 | | Christopher Growe | 195,348 | | Jack Pestello | 348,837 | | Michael Taylor | 348,837 | | Andrea Young | 264,084 |

  28. Annual PSU Grants

    Annual PSU Grants With respect to the 2023 Annual PSUs, 65% of the award vests based on the achievement of Adjusted EBITDA goals and 35% of the award vests based on the achievement of Revenues goals, in each case over the 2023 performance period as adjusted for the Impact of Transactions. We believe Adjusted EBITDA and Revenues goals (each as adjusted for the Impact of Transactions) to be appropriate performance measures because they are objective financial measurements that are understand and valued by many of our stakeholders. The number of PSUs earned for each award ranges from between 0% to 150% of the target number of shares subject to the PSUs. The 2023 Annual PSUs vest as follows: (i) the number of PSUs that are earned based on achievement at or below target goals vest ratably on each of the first three anniversaries of the grant date, subject to the Named Executive Officer’s continued service to the Company, and (ii) any PSUs that became earned as a result of achievement of either Adjusted EBITDA or Revenues goals in excess of 100% of target performance vest in full on the third anniversary of the date of grant, subject to continued performance during fiscal years 2024 and 2025 with respect to the specific objective at above the performance level achieved in 2023 and the Named Executive Officer’s continued service with the Company through such date. Adjusted EBITDA and Revenues (each as adjusted for the Impact of Transactions) metrics are measured separately when determining whether above‑target performance has been maintained for future year performance. For information regarding the treatment of these PSUs in connection with each Named Executive Officer’s separation from the Company, see below “—Potential Payments Upon Termination or Change in Control.” For purposes of the 2023 Annual PSUs, Adjusted EBITDA means the Adjusted EBITDA as set forth in the Company’s publicly filed SEC documents for the year ended December 31, 2023, as adjusted for the Impact of Transactions. For purposes of the 2023 Annual PSUs, Adjusted EBITDA and Revenues for 2023, which are non-GAAP financial measures, means the Company’s Adjusted EBITDA and Revenues, respectively, for the year ended December 31, 2023 calculated in accordance with the Company’s historical practices and, as applicable, in accordance with U.S. generally accepted accounting principles, as adjusted by the Impact of Transactions. Impact of Transactions means eliminating the impact of any acquisition or divestitures (including any deconsolidation transactions) between (i) the Adjusted EBITDA and Revenues related to such acquisition or divestiture for the particular period, and (ii) the Adjusted EBITDA and Revenues, respectively, for such acquisition or divestiture during the corresponding period in the calendar year prior to such acquisition or divestiture, as such historic Adjusted EBITDA and Revenues for the acquisition or divestiture are determined and equitably adjusted if deemed appropriate by the Human Capital Committee at the time of such acquisition or divestiture. 2023 Restricted Stock Unit Grants In 2023, the Human Capital Committee determined to grant the following RSUs grants to our Named Executive Officers:

  29. Annual PSU Grants

    | Named Executive Officer | Date of Grant | Total Number of RSUs | | David Peacock | February 1, 2023 | 566,037 | | Christopher Growe | June 12, 2023 | 65,116 | | Jack Pestello | June 12, 2023 | 116,279 | | Michael Taylor | June 12, 2023 | 116,279 | | Andrea Young | October 2, 2023 | 88,028 |

  30. Annual PSU Grants

    The RSUs grants made in 2023 are scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. 2023 Option Grants The Human Capital Committee determined to make the following grants of stock options to Messrs. Peacock, Growe, Pestello and Taylor in 2023. • In February 2023, the Human Capital Committee granted Mr. Peacock stock options covering a total of 8,000,000 shares of our Class A common stock in connection with the commencement of his employment with the Company. Mr. Peacock’s stock option grants consist of the following: (i) an option to purchase 2,000,000 shares which have an exercise price of $2.65 and which vested with respect to 1,600,000 shares on February 1, 2024 and the remaining 400,000 shares will vest on February 1, 2025, (ii) an option to purchase 2,750,000 shares which have an exercise price of $5.00 and which will vest with respect to 1,200,000 shares on February 1, 2025 and the remaining 1,550,000 shares on February 1, 2026, and (iii) an option to purchase 3,250,000 shares which have an exercise price of $10.00 and which will vest with respect to 50,000 shares on February 1, 2025, 1,600,000 shares on February 1, 2027 and the remaining 1,600,000 shares on February 1, 2028. Vesting in each case is subject to Mr. Peacock’s continued service with the Company through each applicable vesting date, with full acceleration upon the earlier to occur of (A) the first date on which the equity holders of Topco have sold units in Topco worth no less than $2.1 billion at an implied Company share price of no less than $10.00 per share and (B) a change in control (as defined in the A&R 2020 Plan). In April 2023, the Human Capital Committee granted Mr. Growe a stock option in connection with the commencement of his employment with the Company. Mr. Growe’s stock option grants consists of the following: (i) an option to purchase 600,000 shares, which have an exercise price of $2.00 and which vest with respect to 360,000 shares on March 27, 2024 and the remaining 240,000 shares will vest on March 27, 2025, (ii) an option to purchase 600,000 shares, which have an exercise price of $5.00 and which will vest with respect to 120,000 shares on March 27, 2025, 360,000 shares on March 27, 2026 and the remaining 120,000 shares on March 27, 2027, and (iii) an option to purchase 600,000, which have an exercise price of $10.00 and which will vest with respect to 240,000 shares on March 27, 2027 and the remaining 360,000 shares on March 27, 2028. Vesting in each case is subject to Mr. Growe’s continued service with the Company through each applicable vesting date. In June 2023, the Human Capital Committee granted Mr. Pestello a stock option in connection with the commencement of his employment with the Company. Mr. Pestello’s stock option grants consists of the following: (i) an option to purchase 666,666 shares, which have an exercise price of $2.00 and which will vest with respect to 400,000 shares on June 1, 2024 and the remaining 266,666 shares on June 1, 2025, (ii) an option to purchase 666,667 shares, which have an exercise price of $5.00 and which will vest with respect to 133,335 shares on June 1, 2025, 400,000 shares on June 1, 2026 and 133,333 shares on June 1, 2027, and (iii) an option to purchase 666,667 shares, which have an exercise price of $10.00 and which will vest with respect to 266,667 shares on June 1, 2027 and the remaining 400,000 shares on June 1, 2028. Vesting in each case is subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. • In June 2023, the Human Capital Committee granted Mr. Taylor a stock option in connection with the commencement of his promotion. Mr. Taylor’s stock option grants consists of the following: (i) an option to purchase 333,333 shares, which have an exercise price of $2.15 and which will vest with respect to 200,000 shares on June 12, 2024 and the remaining 133,333 shares on June 12, 2025, (ii) an option to purchase 333,333 shares, which have an exercise price of $5.00 and which will vest with respect to 66,667 shares on June 12, 2025, 200,000 shares on June 12, 2026 and 66,666 shares on June 12, 2027, and (iii) an option to purchase 333,334 shares, which have an exercise price of $10.00 and which vest with respect to 133,334 shares on June 12, 2027 and the remaining 200,000 shares on June 12, 2028. Vesting in each case is subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. 2021 PSU Performance Determination for Above-Target Performance In February 2022, the Human Capital Committee determined that with respect to 2021 PSUs (which vested according to the same conditions as the 2023 Annual PSUs, though the performance period was from January 1, 2021 through December 31, 2021), achievement of the performance objective applicable to the Revenues (as adjusted for the Impact of Transactions) objective was 126.2% of target. As a result, the additional above target 26.2% of the portion of the grant that was attributable to achievement of the Revenues (as adjusted for the Impact of Transactions) goal was scheduled to vest in January 2024 subject to continued Revenues (as adjusted for the Impact of Transactions) performance in fiscal 2022 and 2023 above the Revenues performance achieved in fiscal 2021. In January 2024, the Human Capital Committee determined that Revenues performance in fiscal 2022 and fiscal 2023 was greater than the Revenues performance achieved in fiscal 2021, in each case as adjusted for the Impact of Transactions, and, as a result, Ms. Griffin and Ms. Domier vested in a pro-rated portion of the above-target portion of 2021 PSU grant based on her continued employment from January 2021 through her respective separation date in 2023. 2023 PSU Performance Determination for Above-Target Revenues and Adjusted EBITDA Performance In connection with the completion of the Company’s financial audit for 2023, the Human Capital Committee determined that with respect to the PSUs granted to the named executive officers in 2023, achievement of the performance objective applicable to the Revenues and Adjusted EBITDA objectives for 2023 (each as adjusted for the Impact of Transactions) were in excess of 150% of target for each objective (which targets were $4,023.9 million and $404.6 million, respectively, after factoring in the Impact of Transactions, including the deconsolidation of Advantage Smollan Limited). As a result, the portion of the award representing the above-target amount will be eligible to vest on the third anniversary of the date of grant in 2026, subject to continued performance of Adjusted EBITDA and Revenues in fiscal 2024 and 2025 above the Adjusted EBITDA and Revenues performance achieved in fiscal 2023 (each as adjusted for the Impact of Transactions). Signing Share Grant In February 2023, pursuant to his employment agreement, Mr. Peacock was granted a one-time award of 1,132,075 fully-vested shares (which had an aggregate grant date fair value (as calculated based on the closing price of the Company’s Class A common stock on the grant date) of $3,000,000) (the “Peacock Signing Shares”). The Peacock Signing Shares were subject to repayment or forfeiture on an after-tax basis in the event Mr. Peacock resigned without “good reason” or was terminated for “cause” (each as defined in his employment agreement), in each case prior to the first anniversary of his commencement of employment. Accelerated Vesting of Named Executive Officer Equity Awards The equity awards granted to our named executive officers are eligible for accelerated vesting under certain circumstances as described below under “Potential Payments Upon Termination or Change in Control.”

  31. Severance Benefits

    Severance Benefits We have entered into employment agreements with each of Messrs. Peacock, Growe, Pestello and Taylor the material elements of which with respect to severance benefits are summarized below under “Potential Payments Upon Termination or Change in Control.” Additionally, outstanding equity awards held by our Named Executive Officer include termination or change in control‑based acceleration provisions, which are also summarized below under “Potential Payments Upon Termination or Change in Control.” The material terms of the separation agreements, for Mses. Griffin and Domier, and transition agreement, for Mr. Stevens, are also summarized below under “Potential Payments Upon Termination or Change in Control.”

  32. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2023, 2022 and 2021.

  33. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards(3) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation ($)(5) | Total ($) | | David Peacock | Chief Executive Officer | 2023 | 985,769 | 2,950,000 | 5,999,995 | 5,765,000 | — | 79,971 | 15,780,735 | | Christopher Growe | Chief Financial Officer | 2023 | 420,000 | 140,000 | 559,997 | 648,000 | 560,000 | 21,113 | 2,349,110 | | Jack Pestello | Chief Operating Officer, Branded Services | 2023 | 426,923 | 475,000 | 1,000,000 | 846,666 | — | 717 | 2,749,306 | | Michael Taylor | Chief Operating Officer, Retail Services | 2023 | 500,000 | 25,000 | 1,000,000 | 423,333 | 500,000 | 10,975 | 2,459,308 | | Andrea Young | Chief Operating Officer, Experiential Services | 2023 | 436,824 | 25,000 | 999,998 | — | 500,000 | 1,387 | 1,963,209 | | Jill Griffin | Former Chief Executive Officer | 2023 | 67,692 | — | 175,548 | — | 72,329 | 2,254,696 | 2,570,265 | | | | 2022 | 967,308 | — | 4,549,992 | 1,948,068 | — | 75,008 | 7,540,376 | | | | 2021 | 600,000 | — | 5,665,250 | — | 300,000 | 61,721 | 6,626,971 | | Tanya Domier | Executive Chair and Former Chief Executive Officer | 2023 | 269,231 | — | — | — | 369,750 | 15,016 | 653,997 | | | | 2022 | 1,000,000 | — | 6,499,995 | — | — | 105,771 | 7,605,766 | | | | 2021 | 1,000,000 | — | 8,731,750 | — | 500,000 | 98,694 | 10,330,444 | | Brian Stevens | Chief Financial Officer and Chief Operating Officer | 2023 | 452,885 | 175,069 | 129,799 | 117,826 | — | 1,190,656 | 2,066,235 | | | | 2022 | 647,308 | 300,000 | 2,729,993 | 1,170,000 | — | 58,342 | 4,905,643 | | | | 2021 | 600,000 | — | 3,999,000 | — | 300,000 | 57,213 | 4,956,213 |

  34. SUMMARY COMPENSATION TABLE

    (1) Amounts reported for the Named Executive Officers reflect base salaries earned for 2023. For Ms. Young, also includes $26,618 in payments to her in lieu of accrued vacation and sick leave. (2) The amount reported in the Bonus column for Mr. Peacock reflects: (i) the one-time signing bonus of $1,300,000 paid to him in connection with his commencement of employment with the Company in February 2023 and (ii) the annual performance-based non-equity incentive compensation paid to Mr. Peacock for 2023, which was earned based on Company performance but is reported in the Bonus column as required by SEC rules given that this portion of his bonus was guaranteed for 2023 in connection with his commencement of employment. The amount reported in the Bonus column for Mr. Growe reflects the one-time signing bonus paid to him in connection with his commencement of employment with the Company in March 2023 ($100,000) and the portion of his annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. The amount reported in the Bonus column for Mr. Pestello represents the annual performance-based non-equity incentive compensation guaranteed for 2023 in connection with his commencement of employment and the portion of his annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. The amount reported in the Bonus column for Mr. Taylor and Ms. Young is the portion of their annual bonus that was paid in the discretion of the Human Capital Committee based on individual performance. The amount reported in the Bonus column for Mr. Stevens for 2023 represents a pro-rated portion of the second retention payment that Mr. Stevens was entitled to in 2023 pursuant to his employment agreement which was paid out in connection with his termination of employment. The amount reported in the Bonus column for Mr. Stevens for 2022 represents the first retention payment that Mr. Stevens was entitled to in 2022 pursuant to his employment agreement. (3) The amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant date fair value, as computed in accordance with ASC 718, based on the valuation methodology (including assumptions) set forth in footnote 11 to the Consolidated Financial Statements of Advantage Solutions Inc., as filed with the SEC in the Company’s Annual Report on Form 10‑K for 2023, of the PSUs, RSUs, stock options, and, for Mr. Peacock, the Peacock Signing Shares, granted during 2023. PSUs are valued at target. If the PSU awards granted during 2023 were valued at maximum, the amounts shown in the column would be: Mr. Peacock, $6,749,994, Mr. Growe, $769,996, Mr. Pestello, $1,375,000, Mr. Taylor, $1,375,000, and Ms. Young, $1,375,000. For Mr. Stevens and Ms. Griffin, the Stock Awards column also includes $129,799 and $175,548, respectively, and the Option Awards column also includes $117,826 and zero, respectively, of incremental fair value recognized as a result of the modification of their awards in connection with their terminations of employment. Represents the portion of the annual performance-based non-equity incentive compensation paid based on our financial performance in respect of the year earned. See the discussion regarding annual incentive compensation in “Compensation Discussion and Analysis” beginning on page 24 for further information regarding the performance measures. Amounts in this column include the following for the year ended December 31, 2023:

  35. SUMMARY COMPENSATION TABLE

    | Name | Car/ Commuting Allowance ($) | Club Membership ($) | Legal Fee Reimbursements ($) | 401(k) Matching Contribution ($) | Health Reimbursement ($) | Disability Premium ($) | Life Insurance Premiums ($) | Severance Payments ($) | Total ($) | | David Peacock | 32,262 | — | 20,000 | 8,250 | — | 19,159 | 300 | — | 79,971 | | Christopher Growe | — | — | 10,000 | 2,586 | 7,721 | 536 | 270 | — | 21,113 | | Jack Pestello | — | — | — | — | — | 477 | 240 | — | 717 | | Michael Taylor | — | — | — | 9,900 | — | 715 | 360 | — | 10,975 | | Andrea Young | 312 | — | — | — | — | 715 | 360 | — | 1,387 | | Jill Griffin | 1,846 | — | — | — | 36,918 | 119 | 60 | 2,215,753 | 2,254,696 | | Tanya Domier | 7,269 | — | — | — | 7,478 | 179 | 90 | — | 15,016 | | Brian Stevens | 14,769 | 8,960 | — | — | 19,685 | 2,899 | 210 | 1,144,133 | 1,190,656 |

  36. OUTSTANDING EQUITY AWARDS AT 2023 YEAR‑END

    OUTSTANDING EQUITY AWARDS AT 2023 YEAR‑END The following table sets forth specified information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2023. The market values below for outstanding PSUs, RSUs and Peacock Signing Shares were computed using the closing price of Class A common stock on December 29, 2023, which was $3.62. For more information on the PSUs, RSUs, options and Peacock Signing Shares held by the Named Executive Officers see “2023 Equity Grants” on page 29.

  37. OUTSTANDING EQUITY AWARDS AT 2023 YEAR‑END

    | | | | Option Awards | | | | Share based awards | | | | | Name | Grant Date | Type of Award | Number of shares underlying unexercised options (#) exercisable | Number of shares underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | David Peacock | 3/8/2023 | PSU | — | — | — | — | 566,037(2) | 2,049,054 | 283,018(19) | 1,024,525 | | | 2/1/2023 | RSU | — | — | — | — | 566,037(3) | 2,049,054 | — | — | | | 2/1/2023 | Signing Shares | — | — | — | — | 1,132,075(4) | 2,999,999 | — | — | | | 2/1/2023 | Option | — | 2,000,000(5) | 2.65 | 2/1/2033 | — | — | — | — | | | 2/1/2023 | Option | — | 2,750,000(6) | 5.00 | 2/1/2033 | — | — | — | — | | | 2/1/2023 | Option | — | 3,250,000(7) | 10.00 | 2/1/2033 | — | — | — | — | | Christopher Growe | 6/12/2023 | PSU | — | — | — | — | 195,348(2) | 707,160 | 97,674(19) | 353,580 | | | 6/12/2023 | RSU | — | — | — | — | 65,116(3) | 235,720 | — | — | | | 4/3/2023 | Option | — | 600,000(8) | 2.00 | 4/3/2033 | — | — | — | — | | | 4/3/2023 | Option | — | 600,000(9) | 5.00 | 4/3/2033 | — | — | — | — | | | 4/3/2023 | Option | — | 600,000(10) | 10.00 | 4/3/2033 | — | — | — | — | | Jack Pestello | 6/12/2023 | PSU | — | — | — | — | 348,837(2) | 1,262,790 | 174,418(19) | 631,393 | | | 6/12/2023 | RSU | — | — | — | — | 116,279(3) | 420,930 | — | — | | | 6/1/2023 | Option | — | 666,666(11) | 2.00 | 6/1/2033 | — | — | — | — | | | 6/1/2023 | Option | — | 666,667(12) | 5.00 | 6/1/2033 | — | — | — | — | | | 6/1/2023 | Option | — | 666,667(13) | 10.00 | 6/1/2033 | — | — | — | — | | Michael Taylor | 1/4/2021 | PSU | — | — | — | — | 15,194(2) | 55,002 | 5,428(17) | 19,649 | | | 1/4/2021 | RSU | — | — | — | — | 6,578(3) | 23,812 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 25,328(2) | 91,687 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 28,993(3) | 104,955 | — | — | | | 6/1/2022 | PSU | — | — | — | — | 8,292(2) | 30,017 | — | — | | | 6/1/2022 | RSU | — | — | — | — | 9,491(3) | 34,357 | — | — | | | 6/12/2023 | PSU | — | — | — | — | 348,837(2) | 1,262,790 | 174,418(19) | 631,393 | | | 6/12/2023 | RSU | — | — | — | — | 116,279(3) | 420,930 | — | — | | | 6/12/2023 | Option | — | 333,333(14) | 2.15 | 6/12/2033 | — | — | — | — | | | 6/12/2023 | Option | — | 333,333(15) | 5.00 | 6/12/2033 | — | — | — | — | | | 6/12/2023 | Option | — | 333,334(16) | 10.00 | 6/12/2033 | — | — | — | — |

  38. OUTSTANDING EQUITY AWARDS AT 2023 YEAR‑END

    | | | | Option Awards | | | | Share based awards | | | | | Name | Grant Date | Type of Award | Number of shares underlying unexercised options (#) exercisable | Number of shares underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Andrea Young | 1/4/2021 | PSU | — | — | — | — | 16,240(2) | 58,789 | 5,802(17) | 21,003 | | | 1/4/2021 | RSU | — | — | — | — | 7,032(3) | 25,456 | — | — | | | 3/11/2022 | PSU | — | — | — | — | 29,169(2) | 105,592 | — | — | | | 3/11/2022 | RSU | — | — | — | — | 33,389(3) | 120,868 | — | — | | | 6/1/2022 | PSU | — | — | — | — | 16,584(2) | 60,034 | — | — | | | 6/1/2022 | RSU | — | — | — | — | 18,982(3) | 68,715 | — | — | | | 10/2/2023 | PSU | — | — | — | — | 264,084(2) | 955,984 | 132,042(19) | 477,992 | | | 10/2/2023 | RSU | — | — | — | — | 88,028(3) | 318,661 | — | — | | Jill Griffin | 1/4/2021 | PSU | — | — | — | — | — | — | 907(17) | 3,283 | | Tanya Domier | 1/5/2021 | PSU | — | — | — | — | — | — | 60,751(18) | 219,919 | | Brian Stevens | — | — | — | — | — | — | — | — | — | — |

  39. OUTSTANDING EQUITY AWARDS AT 2023 YEAR‑END

    This value is based upon the closing sale price of the Company’s Class A common stock on December 29, 2023 of $3.62. (2) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs reflected in this row under the “Number of shares or units that have not vested” column represent the portion of the 2023 PSUs that were earned at “target” based on the Company’s achievement of Adjusted EBITDA and Revenues performance goal levels (in each case as adjusted for the Impact of Transaction) in 2023 and are scheduled to vest in three equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each such date. The Company’s achievement for the 2023 performance period exceeded target, as described above in the “Compensation Discussion and Analysis,” but the above-target portion of the PSUs remain subject to additional performance-based vesting conditions and are described in footnote (19) below. (3) Represents an award of RSUs that is a contingent right to receive Class A Common Stock upon vesting. The RSUs are scheduled to vest in equal installments on each of the first, second, and third anniversaries of the grant date, subject to the Named Executive Officer’s continued service with the Company through each applicable vesting date. (4) Represents an award of fully-vested Signing Shares which shares were subject to repayment or forfeiture on an after-tax basis in the event Mr. Peacock resigned without “good reason” or was terminated for “cause” (each as defined in the Peacock Employment Agreement), in each case prior to February 1, 2024. (5) Represents an award of stock options, giving the Mr. Peacock the right to purchase Class A common stock upon vesting. The option vested with respect to 1,600,000 shares on February 1, 2024 and will vest with respect to the remaining 400,000 shares on February 1, 2025, subject to the Mr. Peacock’s continued service with the Company through each applicable vesting date. (6) Represents an award of stock options, giving Mr. Peacock the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 1,200,000 shares on February 1, 2025, and the remaining 1,550,000 on February 1, 2026, subject to Mr. Peacock’s continued service with the Company through each applicable vesting date. (7) Represents an award of stock options, giving Mr. Peacock the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 50,000 shares on February 1, 2025, 1,600,000 shares on February 1, 2027, and the remaining 1,600,000 shares on February 1, 2028, subject to Mr. Peacock’s continued service with the Company through each applicable vesting date. (8) Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option vested with respect to 360,000 shares on March 27, 2024, and is scheduled to vest with respect to the remaining 240,000 shares on March 27, 2025, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 120,000 shares on March 27, 2025, 360,000 shares on March 27, 2026, and the remaining 120,000 shares on March 27, 2027, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. Represents an award of stock options, giving Mr. Growe the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 240,000 shares on March 27, 2027, and the remaining 360,000 shares on March 27, 2028, subject to Mr. Growe’s continued service with the Company through each applicable vesting date. (11) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 400,000 shares on June 1, 2024 and the remaining 266,667 shares on June 1, 2025, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. (12) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 133,334 shares on June 1, 2025, 400,000 shares on June 1, 2026, and 133,333 shares on June 1, 2027, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. (13) Represents an award of stock options, giving Mr. Pestello the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 266,667 shares on June 1, 2027 and the remaining 400,000 shares on June 1, 2028, subject to Mr. Pestello’s continued service with the Company through each applicable vesting date. (14) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 200,000 shares on June 12, 2024 and the remaining 133,333 shares on June 12, 2025, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (15) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 66,667 shares on June 12, 2025, 200,000 shares on June 12, 2026, and 66,666 shares on June 12, 2027, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (16) Represents an award of stock options, giving Mr. Taylor the right to purchase Class A common stock upon vesting. The option is scheduled to vest with respect to 133,334 shares on June 12, 2027 and the remaining 200,000 shares on June 12, 2028, subject to Mr. Taylor’s continued service with the Company through each applicable vesting date. (17) Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs were earned and vested on January 4, 2024, based on the Company’s achievement of Revenues performance goal levels in 2022 and 2023 at the same or higher levels than the Company’s achievement of Revenues in 2021 (each as adjusted for the Impact of Transactions). (18) Represented an award of PSUs that was a contingent right to receive Class A common stock upon vesting. The PSUs were earned and vested on January 5, 2024, based on the Company’s achievement of Revenues performance goal levels in 2022 and 2023 at the same or higher levels than the Company’s achievement of Revenues in 2021 (each as adjusted for the Impact of Transactions). Represents an award of PSUs that is a contingent right to receive Class A common stock upon vesting. The PSUs reflected in this row under the "Equity incentive plan awards: number of unearned shares, units or other rights that have not vested" column represent the portion of the 2023 PSUs that were earned above "target" level based on the Company’s achievement of Adjusted EBITDA and Revenues performance goal levels (in each case as adjusted for the Impact of Transactions) in 2023 and will vest in full on the third anniversary of the grant date, subject to continued performance during fiscal years 2024 and 2025 with respect to Adjusted EBITDA and Revenues, as applicable, at above the performance levels achieved in 2023 for such performance metrics and the Named Executive Officer’s continued service with the Company through the vesting date.

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the PSUs and RSUs that vested during 2023.

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting | Value Realized Upon Vesting (1) ($) | | David Peacock | — | — | 1,132,075 | 2,999,999 | | Christopher Growe | — | — | — | — | | Jack Pestello | — | — | — | — | | Michael Taylor | — | — | 86,570 | 196,700 | | Andrea Young | — | — | 72,330 | 147,218 | | Jill Griffin | — | — | 248,533 | 553,020 | | Tanya Domier | — | — | 656,032 | 1,096,502 | | Brian Stevens | 390,000 | 101,400 | 190,285 | 443,338 |

  42. Option Exercises and Stock Vested

    (1) Reflects the product of the number of shares of stock subject to awards of RSUs and PSUs, as applicable, that vested during 2023, multiplied by the closing price of our common stock on the applicable vesting date.

  43. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following discussion describes and quantifies the estimated amount of potential payments and benefits that would be provided to each of our Named Executive Officer’s under the Company’s A&R 2020 Plan and applicable award agreements, and employment agreements with certain of the Named Executive Officers in the event of a termination of employment and/or a change in control of the Company. The material elements of these provisions are summarized below.

  44. Quantification of Potential Payments Upon Termination or Change in Control

    Quantification of Potential Payments Upon Termination or Change in Control Except as noted below with respect to Mses. Griffin and Domier and Mr. Stevens, the following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of a qualifying termination of employment and/or a change in control of the Company, assuming that each Named Executive Officer’s termination of employment with us and/or change in control (as applicable) occurred on December 31, 2023 under the circumstances described above. Amounts shown do not include (i) accrued but unpaid salary through the date of termination or (ii) vested benefits already earned or accrued by the Named Executive Officer prior to termination.

  45. Quantification of Potential Payments Upon Termination or Change in Control

    | Name(1) | Benefit | Termination without Cause or for Good Reason (No Change in Control) | Termination without Cause in Connection with Change in Control | Termination due to Death or Disability | | David Peacock | Severance pay | $2,200,000 | $2,200,000 | $1,100,000 | | | Healthcare Benefits(2) | $72,000 | $72,000 | $36,000 | | | Equity Acceleration(3) | $2,918,032(4) | $7,062,633(5) | $6,038,108(6) | | Christopher Growe | Severance pay | $560,000 | $560,000 | $280,000 | | | Healthcare Benefits(2) | $13,372 | $13,372 | $6,686 | | | Equity Acceleration(3) | $897,488(4) | $2,268,460(5) | $1,914,880(6) | | Jack Pestello | Severance pay | $600,000 | $600,000 | $300,000 | | | Healthcare Benefits(2) | $— | $— | $— | | | Equity Acceleration(3) | $1,209,234 | $3,395,112(5) | $2,763,719(6) | | Michael Taylor | Severance pay | $375,000 | $500,000 | $— | | | Healthcare Benefits(2) | $8,868 | $11,824 | $— | | | Equity Acceleration(3) | $—(4) | $3,140,781(5) | $2,489,738(6) | | Andrea Young | Severance pay | $— | $— | $— | | | Healthcare Benefits(2) | $— | $— | $— | | | Equity Acceleration(3) | $—(4) | $2,213,094(5) | $1,714,099(6) | | Jill Griffin | Severance pay | $— | $— | $— | | | Healthcare Benefits(2) | $— | $— | $— | | | Equity Acceleration(3) | $247,537(4) | $—(5) | $—(6) | | Tanya Domier | Severance pay | $— | $— | $— | | | Healthcare Benefits(2) | $— | $— | $— | | | Equity Acceleration(3) | $253,330(4) | $—(5) | $—(6) | | Brian Stevens | Severance pay | $— | $— | $— | | | Healthcare Benefits(2) | $— | $— | $— | | | Equity Acceleration(3) | $270,827(4) | $—(5) | $—(6) |

  46. Quantification of Potential Payments Upon Termination or Change in Control

    (1) For Messrs. Peacock, Growe, Pestello, Taylor and Ms. Young, the severance payments and benefits set forth in the table above reflect the estimated payments and benefits assuming the applicable triggering event took place on December 31, 2023. For Mses. Griffin and Domier and Mr. Stevens, the severance payments and benefits set forth in the table above reflect the payments and benefits actually received or to be received by them in connection with their terminations of employment. Effective January 16, 2023, Ms. Griffin resigned as the Company’s Chief Executive Officer and entered into the Griffin Separation Agreement. For the material terms of this agreement, see “Potential Payments Upon Termination or Change in Control—Jill Griffin.”. Effective March 31, 2023, Ms. Domier resigned from employment and from her position as Executive Chair of the Board. In connection with her termination, Ms. Domier entered into the Domier Separation Agreement, the details of which are described in “Potential Payments Upon Termination or Change in Control—Tanya Domier.” Additionally, effective March 27, 2023, Mr. Stevens transitioned out of the role of Chief Financial Officer and Chief Operating Officer and served as a non-executive employee until August 1, 2023 pursuant to the Stevens Transition Agreement. For the material terms of this agreement, see “Potential Payments Upon Termination or Change in Control—Brian Stevens.” (2) Reflects company portion of payments made during the severance period described above. For termination due to death or disability, healthcare benefits continue only for termination related to disability, and are reduced by any amounts received under an applicable severance policy. (3) Represents the value of certain equity awards held by the Named Executive Officers on December 31, 2023 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 29, 2023 ($3.62) less, if applicable, the exercise price of each outstanding stock option. For Ms. Griffin, Ms. Domier and Mr. Stevens, this represents the value of the accelerated vesting of their equity awards in connection with their terminations of employment based on the closing stock price of our common stock on such dates ($2.41 for Ms. Griffin, $1.49 for Ms. Domier and $2.77 for Mr. Stevens). For purposes of this table, the number of RSUs and options subject to accelerated vesting is reflected based on the number of awards that would vest on the next occurring vesting date following the date of termination. The number of PSUs subject to accelerated vesting is based on actual performance given that the performance period would be complete upon the assumed date of termination of employment; provided, that the calculations assume that no PSUs will vest based on above-target performance. Further, for purposes of these calculations, no pro-ration based on the Named Executive Officer’s period of employment through the assumed date of termination was applied. The values for Ms. Griffin, Ms. Domier and Mr. Stevens reflect the value of the actual number of awards accelerated in connection with their terminations. The number of PSUs subject to accelerated vesting is based on actual performance given that the performance period would be complete upon the assumed date of termination of employment, and takes into account PSUs granted in 2023 that were earned based on performance above 100% of target performance. The number of PSUs subject to accelerated vesting is based on target performance.

  47. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our Named Executive Officers for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  48. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (David Peacock) ($) | Summary Compensation Table Total for PEO (Jill Griffin) ($) | Summary Compensation Table Total for PEO (Tanya Domier) ($) | Compensation Actually Paid to PEO (David Peacock) ($)(1)(4) | Compensation Actually Paid to PEO (Jill Griffin) ($)(2)(4) | Compensation Actually Paid to PEO (Tanya Domier) ($)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net (Loss) Income ($ in thousands) | Adjusted EBITDA(6) ($ in thousands) | | 2023 | 15,780,735 | 2,570,265 | 653,997 | 24,446,629 | 1,303,890 | 479,509 | 2,317,434 | 3,606,125 | 165 | 97 | (60,318) | 424,347 | | 2022 | — | 7,540,376 | 7,605,766 | — | 669,792 | (717,974) | 4,905,643 | 1,690,808 | 26 | 97 | (1,377,292) | 435,995 | | 2021 | — | — | 10,330,444 | — | — | 6,176,582 | 5,791,592 | 3,533,727 | 60 | 116 | 57,549 | 521,178 | | 2020 | — | — | 14,074,523 | — | | 14,074,523 | 6,834,475 | 6,555,725 | 127 | 108 | (175,070) | 487,175 |

  49. Pay Versus Performance

    (1) David Peacock has served as Chief Executive Officer of the Company since February 1, 2023. (2) Jill Griffin served as Chief Executive Officer of the Company from the period between April 1, 2022 and January 16, 2023. (3) Tanya Domier resigned as Chief Executive Officer of the Company, and was appointed Executive Chair, on April 1, 2022. In addition, Ms. Domier served as interim Principal Executive Officer during the period between January 16, 223 and February 1, 2023. (4) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining Named Executive Officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  50. Pay Versus Performance

    | Year | PEO | Non‑PEO NEOs | | 2023 | David Peacock, Jill Griffin and Tanya Domier | Christopher Growe, Jack Pestello, Michael Taylor, Andrea Young, and Brian Stevens | | 2022 | Jill Griffin and Tanya Domier | Brian Stevens | | 2021 | Tanya Domier | Jill Griffin and Brian Stevens | | 2020 | Tanya Domier | Jill Griffin and Brian Stevens |

  51. Pay Versus Performance

    The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEOs or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEOs and our non-PEO NEOs for each applicable fiscal year and the Options Exercised and Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2023. Compensation actually paid to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  52. Pay Versus Performance

    | | 2020 | | 2021 | | 2022 | | | 2023 | | | | | Adjustments | PEO (Tanya Domier) | Average Non-PEO NEOs | PEO (Tanya Domier) | Average Non-PEO NEOs | PEO (Jill Griffin) | PEO (Tanya Domier) | Average Non-PEO NEOs | PEO (David Peacock) | PEO (Jill Griffin) | PEO (Tanya Domier) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $— | $(278,750) | $(8,731,750) | $(4,832,125) | $(6,498,060) | $(6,499,995) | $(3,899,993) | $(11,764,995) | $(175,548) | $— | $(1,129,406) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | — | — | 4,577,888 | 2,574,260 | 1,092,121 | 657,265 | 1,771,678 | 17,430,890 | — | — | 2,640,420 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | — | — | — | — | 2,999,999 | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | — | — | — | — | (1,449,301) | (2,380,699) | (1,078,051) | — | 1,396 | 93,557 | 87,203 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | — | — | — | — | (15,344) | (100,311) | (8,469) | — | 36,071 | (268,045) | (21,812) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | — | — | — | — | — | (1,128,294) | — | (349,620) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | — | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | — | — | — | — | — | — | 61,906 | | TOTAL ADJUSTMENTS | $— | $(278,750) | $(4,153,862) | $(2,257,865) | $(6,870,584) | $(8,323,740) | $(3,214,835) | $8,665,894 | $(1,266,375) | $(174,488) | $1,288,691 |

  53. Pay Versus Performance

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year‑end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for PSU awards, the same valuation methodology as RSU awards above except that the year‑end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year‑end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 and prior fiscal years. For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) on our Class A common stock and the cumulative TSR (the “Peer Group TSR”) of the S&P Consumer Staples Select Sector Index (the “Peer Group”) through December 31, 2020, 2021, 2022 and 2023. The table assumes $100 was invested at the market close on October 29, 2020, which was the first day our Class A common stock began trading. Data for the Peer Group TSR assumes reinvestment of dividends. The Company selected Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO(s) and the remaining Named Executive Officers. See Annex A in this proxy statement for a reconciliation of Adjusted EBITDA, a non-GAAP measure, to the most directly comparable GAAP measure.

  54. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to the individuals serving as our PEO and the average of the compensation actually paid to our remaining Named Executive Officers, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Adjusted EBITDA, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. CAP vs. Total Shareholder Return CAP vs. Net Income (Lo CAP vs. Adjusted EBI Pay Versus Performance Tabular List We believe the following performance measures represent important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2023: • Revenues (as adjusted for Impact of Transactions); and • Adjusted EBITDA (as adjusted for Impact of Transactions). For additional details regarding our most important financial performance measures, please see the sections titled “Annual Performance-Based Non-Equity Incentive Compensation” and “Long-Term Equity Incentive Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement.

  55. CEO PAY RATIO—2023

    CEO PAY RATIO—2023 For 2023, the annual total compensation of our median employee was $12,773, and the annual total compensation (determined as described below) of Mr. Peacock was $15,880,755. The ratio of these amounts is 1,243 to 1. To identify our median employee, we used a consistently applied compensation measure (“CACM”) to all employees on our worldwide payroll as of December 31, 2023, including full time, part‑time, regular, and temporary employees. Our CACM consisted of gross earnings as of December 31, 2023 (annualized for permanent employees on leave of absence or not employed for the full year) as obtained from our internal payroll systems. Exchange rates were applied as of the determination date to convert all non‑U.S. currencies into U.S. dollars. Other than annualizing base salary for permanent employees, we did not make any compensation adjustments whether for cost of living or otherwise in the identification process. The median employee’s annual total compensation for fiscal 2023 was determined using the same methodology used to determine our Named Executive Officers’ annual total compensation set forth in the “Summary Compensation Table” on page 37. During 2023, Mr. Peacock served as our Chief Executive Officer during the period from February 1, 2023 through December 31, 2023. In a CEO transition year, the SEC rules provide two options in calculating the CEO pay ratio: combining the two CEOs' compensation as shown in the Summary Compensation Table or using the individual serving as CEO on the date we selected to identify the median employee (our determination date of December 31, 2023) and annualizing the compensation. As permitted by SEC rules, we selected Mr. Peacock our CEO since he was CEO on December 31, 2023. For purposes of determining our pay ratio, we determined Mr. Peacock’s annual total compensation for 2023 was $15,880,755, which, as required by SEC rules, reflects his base salary and other compensation items annualized for 2023. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S‑K under the Exchange Act. SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.