DEF 14A of First Advantage Corp
Filed Apr 25, 2024 · FY20230000950170-24-048277
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS Our amended and restated certificate of incorporation provides for a classified board of directors divided into three classes. Scott Staples and Susan R. Bell constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class I Directors”); James L. Clark, Bridgett R. Price, and Bianca Stoica constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class II Directors”); and Joseph Osnoss, John Rudella, and Judith Sim constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class III Directors”). Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated the following slate of Class III nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2027: Joseph Osnoss, John Rudella, and Judith Sim. Action will be taken at the Annual Meeting for the election of these three Class III director nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of Joseph Osnoss, John Rudella, and Judith Sim. All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.
Nominees for Election to the Board of Directors in 2024
Nominees for Election to the Board of Directors in 2024 The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the class and term of each director nominee, as well as the experiences, qualifications, attributes, or skills that caused the Board to determine that the director-nominee should serve as a director.
Nominees for Election to the Board of Directors in 2024
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Class III– Directors Whose Term Expires in 2024
Class III– Directors Whose Term Expires in 2024
Class III– Directors Whose Term Expires in 2024
| Name | Age | Principal Occupation and Other Information | | Joseph Osnoss | 46 | Joseph Osnoss has served as a director since January 2020. Mr. Osnoss is a Managing Partner of Silver Lake, which he joined in 2002. From 2010 to 2014, he was based in London, where he helped oversee the Firm’s activities in EMEA. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co. In addition to First Advantage, Mr. Osnoss is currently a member of the board of directors of Carta, Cegid, Clubessential Holdings, EverCommerce, where he serves on the Compensation Committee, Global Blue, where he serves on its Nomination and Compensation Committee, Global Payments, LightBox, and Zuora. He previously served as Chairman of the Board of Cast & Crew and as a board director of Cornerstone OnDemand, Instinet, Interactive Data, Mercury Payment Systems, Sabre Corporation, and Virtu Financial. Mr. Osnoss graduated summa cum laude from Harvard College with an A.B. in Applied Mathematics and a citation in French Language. He has remained involved in academics, including as a Visiting Professor in Practice at the London School of Economics; as a member of the Dean’s Advisory Cabinet at Harvard’s School of Engineering and Applied Sciences; as a participant in The Polsky Center Private Equity Council at the University of Chicago; and as a Trustee of Greenwich Academy. Mr. Osnoss was selected to serve as a director because of his extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies. | | John Rudella | 53 | John Rudella has served as our director since January 2020. Mr. Rudella is a Director of Silver Lake, which he joined in 2014. Prior to joining Silver Lake, Mr. Rudella served as a U.S. Navy SEAL where he held a variety of leadership positions, worked in technology development, and made multiple deployments to Africa and the Middle East. Mr. Rudella holds a B.S. in Aeronautical Engineering from the U.S. Naval Academy and a M.S. from the Industrial College of the Armed Forces. In addition to First Advantage, Mr. Rudella currently serves on the board of Entrata, EverCommerce, and the Station Foundation. He previously served on the board of Ancestry.com. Mr. Rudella was selected to serve as a director because of his experience in private equity investing and knowledge and understanding of business and corporate strategy. | | Judith Sim | 55 | Judith Sim has served as our director since June 2021. Ms. Sim previously held various customer-related and marketing positions at Oracle Corporation from 1991 to April 2020, including as its Chief Marketing Officer from 2005 to April 2020. She has significant leadership and executive experience from her position as head of marketing programs at Oracle, including experience in field marketing, corporate communications, global customer programs, advertising, campaigns, events, and corporate branding. Ms. Sim has been a member of the board of directors at Fortinet Inc, since 2015, serving as the chair of the Human Resources Committee and a member of the Corporate Governance and ESG Committees. She was also a member of the board of directors of the San Francisco Chamber of Commerce from 2015 to 2020. Ms. Sim received a B.S. in dietetics from the University of California at Davis. Ms. Sim was selected to serve as a director because of her significant go-to-market experience and her experience as a public company director. |
Class III– Directors Whose Term Expires in 2024
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
Class III– Directors Whose Term Expires in 2024
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Continuing Members of the Board of Directors
Continuing Members of the Board of Directors The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year.
Class I – Directors Whose Term Expires in 2025
Class I – Directors Whose Term Expires in 2025
Class I – Directors Whose Term Expires in 2025
| Name | Age | Principal Occupation and Other Information | | Scott Staples | 58 | Scott Staples has served as our Chief Executive Officer since April 2017. Prior to joining First Advantage, Mr. Staples co-founded Mindtree Ltd., a digital transformation and IT Services company, and served as President Americas & Global Head of Business Groups for 17 years. Mr. Staples spent the first 10 years of his career in various roles at Cambridge Technology Partners, Gemini Consulting and Prudential. Mr. Staples holds a B.A. from the University of Delaware and an M.B.A. from Fairleigh Dickinson University, Madison, New Jersey. Mr. Staples was selected to serve as a director because of his deep knowledge of our business and his significant executive management and leadership experience. | | Susan R. Bell | 61 | Susan R. Bell has served as our director since June 2021. Ms. Bell currently serves as a member of the boards of directors of Rollins, Inc., RPC, Inc., and Marine Products Corporation and serves on the audit committees of those corporations. She also serves as chair of the Audit Committee of Rollins, Inc. In 2020, Ms. Bell retired from Ernst & Young LLP (“EY”) after a 36-year career in public accounting, serving in key leadership roles, including Global Financial Accounting Advisory Services Power & Utilities sector leader, Office Managing Partner of EY Atlanta, GA, and Southeast Region Risk Advisory practice leader. Simultaneous with those respective roles, Ms. Bell served as external audit partner or independent quality review partner on external audits. Prior to leading EY’s Southeast Region Risk Advisory practice, Ms. Bell served as an audit and business advisory partner at EY and as an audit partner for Arthur Andersen. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in Georgia and Tennessee. Ms. Bell was selected to serve as a director because of her experience in accounting and auditing and her experience with audit committees and boards. |
Class I – Directors Whose Term Expires in 2025
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Class II – Directors Whose Term Expires in 2026
Class II – Directors Whose Term Expires in 2026
Class II – Directors Whose Term Expires in 2026
| Name | Age | Principal Occupation and Other Information | | James L. Clark | 62 | James L. Clark has served as our director since June 2021. Since 2012, Mr. Clark is the President and Chief Executive Officer of the Boys & Girls Clubs of America. Mr. Clark began his career at the Milwaukee Journal Sentinel in 1979, where he served in senior leadership roles in distribution, marketing and customer service operations and advanced to Senior Vice President. He departed the media company after 24 years to become President and CEO of the Boys & Girls Clubs of Greater Milwaukee in 2004, for which he had served as a board member. Mr. Clark previously served as a director of Boxlight Corporation and on the governance committee. Mr. Clark holds a Business Administration degree from the University of Wisconsin-Milwaukee. Mr. Clark was selected to serve as a director because of his experience as a public company director. | | Bridgett R. Price | 66 | Bridgett R. Price has served as our director since June 2022. In 2023, Dr. Price retired from Marriott International after a long career as a human resources leader, including the Global Human Resources Officer for Consumer, Development, and Operations disciplines. From 2009 to 2016, she was based in London as the Chief Human Resources Officer for Europe for Marriott. Dr. Price has held a variety of human resources executive positions in Fortune 500 hospitality and consumer products companies. Dr. Price also served as a Major in the United States Air Force. Dr. Price earned her Ph.D. in Educational Leadership and Policy Studies from Arizona State University and Master of Science in Education and Counseling Psychology from the University of Southern California. Dr. Price was selected to serve as a director because of her experience in human capital management and knowledge and understanding of business and corporate strategy. | | Bianca Stoica | 30 | Bianca Stoica has served as our director since January 2020. Ms. Stoica is a Director of Silver Lake, which she joined in 2015. She graduated summa cum laude from The Wharton School of the University of Pennsylvania, where she received a B.S. in Economics with concentrations in Finance and Accounting and a minor in Mathematics. Ms. Stoica was selected to serve as a director because of her experience in private equity investing and knowledge and understanding of business and corporate strategy. |
Class II – Directors Whose Term Expires in 2026
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Compensation Philosophy and Objectives
Compensation Philosophy and Objectives As a leading global provider of employment background screening and verification solutions, we operate in a highly competitive business environment, which is characterized by rapidly changing market requirements and the emergence of new market entrants. To succeed in this environment, we must continually develop and refine new and existing products and services and demonstrate an ability to quickly identify and capitalize on new business opportunities. We recognize that our success in this environment is in large part dependent on our ability to attract and retain talented employees. Therefore, we maintain, and intend to modify as necessary, an executive compensation and benefits program designed to attract, retain, and incentivize a highly talented, deeply qualified, and committed team of executive officers to share our vision and desire to work toward these goals. We endeavor to create and maintain compensation programs that reward performance and serve to align the interests of our executive officers and stockholders. The principles and objectives of our compensation and benefits program for our executive officers are to provide compensation opportunities that: • attract and retain talented and experienced executive officers; • motivate and reward executive officers who have the knowledge, skills, and performance to manage the growth and profitability of our Company and lead us to the next stage of development; • link Company performance and individual achievement to compensation; and • align the interests of our executive officers and our stockholders by providing our executive officers with long-term incentives to increase stockholder value. To do this, we evaluate our executive compensation philosophy and objectives, focusing on the following principles when formulating our compensation policies and making compensation decisions: • create a direct and meaningful link between Company business results, individual performance, and rewards; • provide for meaningful differentiation in compensation for performance that is below, at, and above target levels; • ensure that executive officers have the opportunity to share in the success we create; grant equity awards that reflect actual and potential contributions to Company success;
Role of Compensation Committee
All equity awards (other than those granted to our Named Executive Officers, which are granted by our Board of Directors) have been granted by the Compensation Committee. In determining the amount of long-term incentive compensation, if any, to be granted by our Board of Directors to our Named Executive Officers as part of its annual compensation review, the Compensation Committee also considers the accounting impact of the proposed awards on our earnings. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. Our Compensation Committee retains significant authority to adjust compensation levels of our Named Executive Officers based on these and other factors that it may deem appropriate to achieve our overall compensation goals.
Role of Competitive Data
Role of Competitive Data For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of comparable companies from certain industries. In 2023, our Compensation Committee, with the input of data and analysis from both our compensation consultant and management, developed and approved the following compensation peer group for purposes of understanding the competitive market (which is unchanged from the peer group approved for 2022):
Role of Competitive Data
| Company Name | Business Segment | | ACI Worldwide, Inc. | Application Software | | Alarm.com Holdings, Inc. | Application Software | | Blackline, Inc. | Application Software | | Box, Inc. | Application Software | | Calix, Inc. | Communications Equipment | | Ceridian HCM Holding Inc. | Application Software | | Commvault Systems, Inc. | Systems Software | | Coursera, Inc. | Education Services | | CSG Systems International, Inc. | Data Processing and Outsourced Services | | Dun & Bradstreet Holdings, Inc. | Research and Consulting Services | | HireRight Holdings Corporation | Human Resource and Employment Services | | Instructure Holdings, Inc. | Application Software | | Pegasystems Inc. | Application Software | | SPS Commerce. Inc. | Application Software | | Sterling Check Corp. | Human Resource and Employment Services | | Verra Mobility Corporation | Data Processing and Outsourced Services | | Vertex, Inc. | Application Software |
Role of Competitive Data
The companies in this compensation peer group were selected using the following process: (i) the revenue scope for the pool of peer candidates was set between $250 million and $2.5 billion (approximately 1/3rd to 3x of our revenue); (ii) the candidate pool was based on size-appropriate North American public companies and then narrowed based on the following industries: technology, software, and IT services; and (iii) candidate companies were removed from the pool based on dissimilar business models and/or weaker financial viability. The list was finalized based on input from management regarding competition for business and executive talent. To analyze the compensation practices of the companies in our compensation peer group, our Compensation Committee gathered data for the peer group companies from public filings. This market data was then used as a reference point for the Compensation Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts. The compensation peer group above was used by our Compensation Committee during 2023 as a reference for understanding the compensation practices of companies in our industry sector and compensation peer group. Our intention has been that the target level of annual incentives, together with base salary, will result in total annual target cash compensation in line with the peer group. For each Named Executive Officer, we have also used market data from third party surveys reviewed by our compensation consultants and human resources personnel as a consideration in setting annual base salary and the target level of annual incentives, with the intention that such target amounts, together with base salary, will result in total annual target cash compensation in line with the market survey group. These comparisons are part of the total mix of information used to evaluate base salary, short-term incentive compensation and total cash compensation. We have also generally used survey data of this type when determining the size of equity award grants.
Role of Competitive Data
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Role of Competitive Data
Our Compensation Committee, with input from its independent compensation consultant, intends to review our compensation peer group at least annually and make adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group.
Role of Compensation Consultant
Role of Compensation Consultant Our independent consulting firm, Pearl Meyer, was first engaged by our Compensation Committee in 2021 and reports directly to our Compensation Committee. Pearl Meyer provides our Compensation Committee with input and guidance on all components of our executive compensation program. Pearl Meyer advised the Compensation Committee on current and upcoming trends and issues in executive compensation and on the compensation structure and levels of our Named Executive Officers during 2023. Except for services provided to the Compensation Committee related to executive and other management compensation and non-employee director compensation, Pearl Meyer did not provide any additional services for the Company during 2023. The Compensation Committee has evaluated whether any work performed by Pearl Meyer raised any conflict of interest and determined that it did not.
Elements of 2023 Compensation Program
Elements of 2023 Compensation Program The primary elements of our executive compensation program are base salary, annual cash bonuses, equity-based compensation in the form of restricted stock, restricted stock units, and stock options and certain employee benefits. Brief descriptions of each principal element of our executive compensation program are summarized in the following table and described in more detail below.
Elements of 2023 Compensation Program
| Compensation Element | Description | Objectives | | Base Salary | Fixed compensation | Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives | | Annual Cash Bonus (MICP) | Variable, performance-based cash compensation earned based on financial and individual performance | Retain and motivate executives to achieve or exceed financial goals and Company objectives | | Long-Term Equity Incentive Awards (Restricted Stock, Restricted Stock Units, and Stock Options) | Equity-linked compensation, subject to vesting based on continued employment and our long-term performance | The value of the long-term equity incentive awards are directly related to the appreciation in value delivered to our stockholders over time, aligning the interests of our executives with those of our stockholders | | Employee Benefits | Participation in all broad-based employee health and welfare programs and retirement plans | Aid in retention of key executives in a highly competitive market for talent by providing an overall competitive benefits package |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation We use equity awards to incentivize and reward our executives officers, including our Named Executive Officers, for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. We use equity awards in the form of stock options, restricted stock units, and restricted stock to deliver long-term incentive compensation opportunities to our executive officers, including the Named Executive Officers, and to address special situations as they may arise from time to time. Our Compensation Committee believes that stock options, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, provide an appropriate long-term incentive for our executive officers, since the options reward them only to the extent that our stock price increases and stockholders realize value following their grant date. Similarly, our Compensation Committee believes that restricted stock units and restricted stock help build ownership in our Company and to aid in our ability to retain our management team over a longer time horizon.
Long-Term Equity Incentive Compensation
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Long-Term Equity Incentive Compensation
The Compensation Committee has not established a formal policy for equity award grants to our Named Executive Officers or other employees. Historically, equity awards have been granted in connection with an executive’s initial employment or promotion, and thereafter on a periodic basis in order to retain and reward our Named Executive Officers based on factors such as individual performance and strategic impact, retention goals, and competitive pay practices. The Compensation Committee determines the amount of long-term incentive compensation for our Named Executive Officers after taking into consideration the recommendations of our Chief Executive Officer (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each Named Executive Officer, criticality of position and individual performance (both historical and expected future performance).
2023 Option and RSU Grants
2023 Option and RSU Grants On May 11, 2023, we granted Mr. Jardine 15,749 nonqualified options (“Time Options”) to purchase shares of our common stock and 3,903 restricted stock units (“RSUs”). The Time Options have a per share exercise price equal to $12.62 per share and a 10-year term. Subject to Mr. Jardine’s continued employment through the applicable vesting date, the Time Options and RSUs vest 25% per year on each of the first four anniversaries of May 11, 2023. Mr. Jardine received this equity award based on a review of peer compensation benchmarking to create stronger alignment with the market for his role. If a change in control occurs and during the 24 month period following such change in control, Mr. Jardine’s service is terminated by the Company without Cause or due to his resignation for Good Reason (as each such term is defined in the Jardine Employment Agreement), all unvested Time Options and RSUs become fully vested upon the date of such termination. None of our other Named Executive Officers received an equity award in 2023.
Performance Award Vesting Modification
Performance Award Vesting Modification In May 2023, the Board of Directors approved a modification of the vesting terms of all outstanding unvested and unearned performance-based vesting nonqualified stock options (“Performance Options”) and all outstanding performance-based vesting restricted shares and RSUs (“Performance Awards”) previously issued under its equity plans, including those held by the Named Executive Officers (“Performance Award Vesting Modification”). The Performance Award Vesting Modification, effective May 10, 2023, allowed for such Performance Options and Performance Awards to vest on the fourth, fifth, and sixth anniversaries of the relevant vesting commencement date, as set forth in each grant agreement, while preserving the eligibility to vest upon the Company’s investors receiving a targeted money-on-money return, subject to continued service. The Performance Options and Performance Awards, as modified, retain their original vesting terms, which provide that, subject to the holder’s continued employment through the applicable vesting date, upon each occurrence of a Realization Event (as defined in the applicable award agreement), the number of Performance Options or Performance Awards that vest will equal the excess, if any, of (i) the total number of Performance Options or Performance Awards as of such Realization Event over (ii) the number of Performance Options or Performance Awards that had vested prior to such Realization Event; provided that, as of any time, the percentage of the Performance Options or Performance Awards that are vested may not exceed the product of (A) the percentage of the time-vested options or time-vesting restricted shares or RSUs granted under the same award agreement that are vested as of such time (after giving effect to any accelerated vesting contemplated by the applicable award agreement), and (B) the MOM Percentage (as defined in the applicable award agreement) as of such time. Performance Options and Performance Awards that would have vested pursuant to the preceding sentence but for the proviso thereof will vest at such time as doing so would not violate such proviso. The Board of Directors approved the Performance Award Vesting Modification because it believes that it will encourage employee retention, as the Company does not currently maintain an annual equity grant program, and conforms the Company’s vesting schedule to market practice.
Severance Arrangements and Change in Control Vesting
Severance Arrangements and Change in Control Vesting Each Named Executive Officer is entitled to receive severance benefits under the terms of their employment letter agreement upon termination by us without cause or by the executive for good reason. We provide these severance benefits in order to provide an overall compensation package that is competitive with that offered by the companies with whom we compete for executive talent. Severance benefits allow our Named Executive Officers to focus on our objectives without concern for their employment security in the event of a termination.
Severance Arrangements and Change in Control Vesting
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Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation earned by our Named Executive Officers, during our fiscal year ended December 31, 2023.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(5) | Total ($) | | Scott Staples | | | | | | | | | | Chief Executive Officer | 2023 | 600,000 | 100,000 | -- | -- | -- | 4,996 | 704,996 | | | 2022 | 600,000 | 153,048 | -- | -- | -- | 4,575 | 757,623 | | | 2021 | 600,000 | -- | -- | 6,165,446 | 400,000 | 4,350 | 7,169,796 | | David L. Gamsey | | | | | | | | | | Chief Financial Officer & Executive Vice President | 2023 | 500,000 | 75,000 | -- | -- | -- | 1,784 | 576,784 | | | 2022 | 500,000 | 95,655 | -- | -- | -- | 4,575 | 600,230 | | | 2021 | 500,000 | -- | -- | 1,287,185 | 250,000 | 4,350 | 2,041,535 | | Joseph Jaeger | | | | | | | | | | President, Americas | 2023 | 500,000 | 100,000 | -- | -- | -- | 4,950 | 604,950 | | | 2022 | 500,000 | 191,310 | -- | -- | -- | 4,575 | 695,885 | | | 2021 | 500,000 | -- | 527,045 | 1,806,409 | 500,000 | 4,350 | 3,337,804 | | Joelle M. Smith(6) | | | | | | | | | | President, Data, Technology, and Experience | 2023 | 460,000 | 69,000 | -- | -- | -- | 4,962 | 533,962 | | | 2022 | 436,459 | 78,463 | 1,457,441 | 2,310,250 | -- | 4,382 | 4,286,996 | | Bret T. Jardine(6) | | | | | | | | | | EVP, General Counsel & Corporate Secretary | 2023 | 369,267 | 56,300 | 49,256 | 82,367 | -- | 4,370 | 561,560 | | | 2022 | 351,750 | 67,293 | -- | -- | -- | 4,017 | 423,060 |
SUMMARY COMPENSATION TABLE
(1) Amounts reported in this column for Messrs. Staples, Gamsey, Jaeger and Jardine reflect their base salary earned during 2023. For Mr. Jardine, this includes his salary increase which was effective as of April 1, 2023. (2) The amounts reported in this column represent the annual incentive bonus amounts earned by each Named Executive Officer pursuant to our MICP (as described above under “—Management Incentive Compensation Plan”). (3) With respect to Mr. Jardine for 2023, we granted RSUs under our 2021 Equity Plan pursuant to a form of restricted stock unit agreement (the “RSU Agreement”). 100% of the RSUs are subject solely to time-based vesting criteria. Amounts also reflect the incremental compensation expense incurred for each of our Named Executive Officers under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 as a result of the Performance Award Vesting Modification (as described above under “—Performance Award Vesting Modification”). See Note 10 (“Share-based Compensation”) to our audited consolidated financial statements included in our 2023 Form 10-K for a discussion of the valuation of our equity-based awards. With respect to Mr. Jardine for 2023, we granted stock options under our 2021 Equity Plan pursuant to a form nonqualified stock option agreement (the “Options Agreement”). 100% of the stock options are subject solely to time-based vesting criteria. Amounts also reflect the incremental compensation expense incurred for each of our Named Executive Officers under FASB ASC Topic 718 as a result of the Performance Award Vesting Modification (as described above under “—Performance Award Vesting Modification”). See Note 10 to our audited consolidated financial statements included in our 2023 Form 10-K for a discussion of the valuation of our equity-based awards.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
The amounts reported in this column represent the discretionary employer matching contribution under the 401(k) Plan for each Named Executive Officer. Under applicable SEC rules, we have excluded compensation for each Mr. Jardine and Ms. Smith for 2021, as they were not Named Executive Officers during 2021.
Grants of Plan Based Awards for 2023
Grants of Plan Based Awards for 2023 The following table provides information with regard to each grant of plan-based awards made to a Named Executive Officer under any plan during 2023. Mr. Jardine was the only one of our Named Executive Officers granted equity incentive plan awards in 2023.
Grants of Plan Based Awards for 2023
| Name and Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or units (#)(1) | All other option awards: Number of securities underlying options (#)(2) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Scott Staples | | | | | | | | | | | | | Annual Cash Bonus | n/a | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | | David L. Gamsey | | | | | | | | | | | | | Annual Cash Bonus | n/a | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | | Joseph Jaeger | | | | | | | | | | | | | Annual Cash Bonus | n/a | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | | Bret T. Jardine | | | | | | | | | | | | | Annual Cash Bonus | n/a | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | | RSUs | 5/11/2023 | -- | -- | -- | -- | -- | -- | 3,903 | -- | -- | 49,256 | | Time Options | 5/11/2023 | -- | -- | -- | -- | -- | -- | -- | 15,749 | $11.12 | 82,367 | | Joelle M. Smith | | | | | | | | | | | | | Annual Cash Bonus | n/a | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
Grants of Plan Based Awards for 2023
(1) The RSUs granted on May 11, 2023 to Mr. Jardine are scheduled to vest 25% on each of the first four anniversaries of May 11, 2023 subject to Mr. Jardine’s continued employment through the applicable vesting date. (2) The Time Options granted on May 11, 2023 to Mr. Jardine are scheduled to vest 25% on each of the first four anniversaries of May 11, 2023 subject to Mr. Jardine’s continued employment through the applicable vesting date. Amounts in this column reflect the grant date fair value of the RSUs and Time Options granted to Mr. Jardine in 2023 in accordance with FASB ASC Topic 718 and the incremental compensation expense incurred for each of our Named Executive Officers under FASB ASC Topic 718 as a result of the Performance Award Vesting Modification (as described above under “—Performance Award Vesting Modification”). See Note 10 (“Share-based Compensation”) to our audited consolidated financial statements included in our 2023 Form 10-K for a discussion of the valuation of our equity-based awards.
Grants of Plan Based Awards for 2023
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Outstanding Equity Awards at 2023 Year End
Outstanding Equity Awards at 2023 Year End The following table includes certain information with respect to restricted stock awards, RSUs, and stock options held by the Named Executive Officers as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| Name and Award Type | Grant Date | Number of Securities Underlining Unexercised Options (#) exercisable (1) | Number of Securities Underlining Unexercised Options (#) unexercisable (2) | Equity Incentive Plan Awards: Number of Securities Underlining Unexercised Unearned Options (#)(3) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Scott Staples | | | | | | | | | | | | Nonqualified stock option | 6/22/2021 | 861,942 | 1,284,062 | -- | 13.50 | 6/22/2031 | n/a | n/a | n/a | n/a | | Restricted stock | 2/9/2020 | n/a | n/a | n/a | n/a | n/a | 1,303,086 | 21,592,135 | -- | -- | | David L. Gamsey | | | | | | | | | | | | Nonqualified stock option | 6/22/2021 | 179,951 | 268,079 | -- | 13.50 | 6/22/2031 | n/a | n/a | n/a | n/a | | Restricted stock | 2/9/2020 | n/a | n/a | n/a | n/a | n/a | 271,478 | 4,498,390 | -- | -- | | Joseph Jaeger | | | | | | | | | | | | Nonqualified stock option | 6/22/2021 | 252,538 | 376,218 | -- | 13.50 | 6/22/2031 | n/a | n/a | n/a | n/a | | Restricted stock | 2/9/2020 | n/a | n/a | n/a | n/a | n/a | 380,066 | 6,297,694 | -- | -- | | Restricted stock unit | 12/22/2021 | n/a | n/a | n/a | n/a | n/a | 34,918 | 578,591 | -- | -- | | Joelle M. Smith | | | | | | | | | | | | Nonqualified stock option | 5/12/2022 | 99,961 | 299,886 | -- | 13.13 | 5/12/2032 | n/a | n/a | n/a | n/a | | Nonqualified stock option | 8/24/2020 | 8,659 | 12,903 | -- | 5.11 | 8/24/2030 | n/a | n/a | n/a | n/a | | Nonqualified stock option | 2/9/2020 | 97,713 | 145,567 | -- | 5.11 | 2/9/2030 | n/a | n/a | n/a | n/a | | Restricted stock unit | 5/12/2022 | n/a | n/a | n/a | n/a | n/a | 74,715 | 1,238,028 | n/a | n/a | | Bret T. Jardine | | | | | | | | | | | | Nonqualified stock option | 5/11/2023 | -- | 15,749 | -- | 11.12 | 5/11/2023 | n/a | n/a | n/a | n/a | | Nonqualified stock option | 2/9/2020 | 53,140 | 97,046 | -- | 5.11 | 2/9/2030 | n/a | n/a | n/a | n/a | | Restricted stock unit | 5/11/2023 | n/a | n/a | n/a | n/a | n/a | 3,903 | 64,673 | n/a | n/a |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
(1) Amounts represent nonqualified stock options that were vested as of December 31, 2023. (2) Amounts in this column represent the number of time-based vesting nonqualified stock options (“Time Options”) that have not vested on or prior to December 31, 2023. The Time Options (other than those granted to Ms. Smith in 2022 and Mr. Jardine in 2023) provide that, subject to the executive’s continued employment through the applicable vesting date, 20% of the Time Options become vested on each of the first five anniversaries of January 31, 2021. Subject to their continued employment through the applicable vesting dates, 25% of the Time Options granted to Ms. Smith and Mr. Jardine become time vested on each of the first four anniversaries of May 11, 2022 and May 11, 2023, respectively. Amounts in this column also represent the number of performance-based vesting nonqualified stock options (“Performance Options”) that have not vested on or prior to December 31, 2023. In May 2023, the Board of Directors approved a modification of the vesting terms of outstanding unvested and unearned Performance Options previously issued under its equity plans (“Performance Award Vesting Modification”). The Performance Award Vesting Modification, effective on May 10, 2023, allowed for unvested and unearned Performance Options outstanding as of the date of the Performance Award Vesting Modification, to vest based on time on the fourth, fifth, and sixth anniversaries of the relevant vesting commencement date, as set forth in each grant agreement, while preserving the eligibility to vest upon the Company’s investors receiving a targeted money-on-money return, subject to continued service. The Performance Options, as modified, also retain their
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
original vesting terms, which provide that, subject to the executive’s continued employment through the applicable vesting date, upon each occurrence of a Realization Event (as defined in the Option Agreement), the number of Performance Options that vest will equal the excess, if any, of (i) the total number of Performance Options as of such Realization Event over (ii) the number of Performance Options that had vested prior to such Realization Event; provided that, as of any time, the percentage of the Performance Options that are vested may not exceed the product of (A) the percentage of the Time Options granted under the same Option Agreement that are vested as of such time (after giving effect to any accelerated vesting contemplated by the applicable Option Agreement), and (B) the MOM Percentage (as defined in the applicable Option Agreement) as of such time. Performance Options that would have vested pursuant to the preceding sentence but for the proviso thereof will vest at such time as doing so would not violate such proviso. As a result of the Performance Award Vesting Modification, these awards are not considered unearned as of December 31, 2023. On August 8, 2023, the Company’s Board of Directors declared a one-time special cash dividend of $1.50 per share to stockholders of record at the close of business on August 21, 2023. In connection with the one-time special cash dividend, the exercise price of outstanding stock option awards was reduced by $1.50, in accordance with the non-discretionary anti-dilution provisions of the equity plans. (4) Amounts in this column represent the number of time-based vesting restricted shares and RSUs (“Time Awards”) that have not vested on or prior to December 31, 2023. The Time Awards (other than those granted to Ms. Smith in 2022 and Mr. Jardine in 2023) provide that, subject to the executive’s continued employment through the applicable vesting date, 20% of the Time Awards become vested on each of the first five anniversaries of the vesting commencement date (January 31, 2021 or, solely with respect to Mr. Jaeger’s restricted stock unit award, June 23, 2021). Subject to their continued employment through the applicable vesting dates, 25% of the Time Awards granted to Ms. Smith and Mr. Jardine become time vested on each of the first four anniversaries of May 11, 2022 and May 11, 2023, respectively. Amounts in this column also represent the number of performance-based vesting restricted shares and RSUs (“Performance Awards”) that have not vested on or prior to December 31, 2023. In May 2023, the Board of Directors approved the Performance Award Vesting Modification. The Performance Award Vesting Modification, effective May 10, 2023, allowed for unvested and unearned Performance Awards outstanding as of the date of the modification, to vest based on time on the fourth, fifth, and sixth anniversaries of the relevant vesting commencement date, as set forth in each grant agreement, while preserving the eligibility to vest upon the Company’s investors receiving a targeted money-on-money return, subject to continued service. The Performance Awards, as modified, retain their original vesting terms, which provide that, subject to the executive’s continued employment through the applicable vesting date, upon each occurrence of a Realization Event (as defined in the applicable award agreement), the number of Performance Awards that vest will equal the excess, if any, of (i) the total number of Performance Awards as of such Realization Event over (ii) the number of Performance Awards that had vested prior to such Realization Event; provided that, as of any time, the percentage of the Performance Awards that are vested may not exceed the product of (A) the percentage of the Time Awards subject to the same applicable award agreement that are vested as of such time (after giving effect to any accelerated vesting contemplated by the applicable award agreement), and (B) the MOM Percentage (as defined in the applicable award agreement) as of such time. Performance Awards that would have vested pursuant to the preceding sentence but for the proviso thereof will vest at such time as doing so would not violate such proviso. As a result of the Performance Award Vesting Modification, these awards are not considered unearned as of December 31, 2023. Amounts reported have been calculated using $16.57, which was the closing price of our common stock on December 29, 2023, the last business day of our 2023 fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table shows the number of shares acquired upon exercise of option awards and the vesting of stock awards and the value realized upon such exercise and vesting, in each case, by our named executive officers for the fiscal year ended December 31, 2023.
Option Exercises and Stock Vested in 2023
| Name | Stock Options | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Scott Staples | -- | -- | 217,780 | 3,022,786 | | David L. Gamsey | -- | -- | 45,371 | 629,749 | | Joseph Jaeger | -- | -- | 68,601 | 953,554 | | Joelle M. Smith | -- | -- | 24,905 | 314,301 | | Bret T. Jardine | 12,000 | 103,080 | -- | -- |
Option Exercises and Stock Vested in 2023
(1) The dollar amount reported represents the amount realized on exercise by multiplying the number of shares subject to the stock option that were exercised by the difference between the exercise price and the fair market value of the Company’s common stock on the applicable exercise date. (2) Represents the gross number of shares acquired upon vesting and settlement of restricted stock and RSUs, without taking into account any shares withheld to satisfy applicable tax withholding obligations. (3) The dollar amount reported represents the amount realized by multiplying the number of shares subject to the restricted stock or RSU award that vested by the fair market value of the Company’s common stock on the day of the applicable vesting.
Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control
Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control The equity award agreements governing the outstanding restricted stock, restricted stock units, and stock options held by the Named Executive Officers provide for certain accelerated vesting of the underlying award, as summarized below: Termination Without Cause (or, where applicable, for Good Reason) During Change in Control Protection Period (or Following a Change in Control in which Performance Options or Performance Awards Are Assumed and the Investor Group has Fully Exited) With respect to all unvested restricted stock awards, options, and RSUs held by our Named Executive Officers (except for Ms. Smith), if the participant is terminated without Cause during the 12 month period following a change in control (as defined in our 2021 Equity Plan), then all unvested time vesting awards will vest upon such termination and the time vesting condition will be satisfied with respect to all of the performance vesting awards on the closing of the change in control. With respect to all unvested options and RSUs held by Ms. Smith, if she is terminated without cause or resigns for good reason during the 24 month period following the change in control, all unvested options and RSUs shall become fully vested upon date of termination. In connection with the Performance Award Vesting Modification, the Performance Options and Performance Awards were amended to provide that, if a change of control occurs and the Investor Group (as defined in the award agreement) does not retain any direct or indirect interest in the Company following such change in control and any Performance Options or Performance Awards are assumed by the acquirer of the Company or any successor entity following such change in control, any such assumed Performance Options or Performance Awards that do not vest in connection with such change in control will vest if the Named Executive Officer’s employment is terminated without Cause (as defined in the award agreement) during the 12-month period following the change in control. Termination due to Death or Disability If a Named Executive Officer’s employment is terminated due to death or disability, awards outstanding will receive the following treatment: With respect to the Time Options (except for the Time Options granted to Ms. Smith in 2022 and Mr. Jardine in 2023), each outstanding unvested option terminates and expires. With respect to the Time Options granted to Ms. Smith in 2022 and Mr. Jardine in 2023 only, each outstanding unvested option which would have become vested
Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control
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Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control
on the vesting date immediately following the date of termination had each remained in service to the Company through such vesting date, will vest as of the date of her death or disability. With respect to the Performance Options, each outstanding vested option remains exercisable for one year after the Named Executive Officer’s death or disability. • With respect to the RSUs and restricted stock (except for the RSUs granted to Ms. Smith and Mr. Jardine), each outstanding unvested award immediately terminates and is forfeited for no consideration. With respect to RSUs granted to Ms. Smith in 2022 and Mr. Jardine 2023 only, each RSU outstanding which would have become vested on the vesting date immediately following the date of termination had Ms. Smith and Mr. Jardine remained in service to the Company through such vesting date, will vest as of the date of each’s death or disability.
Summary of Potential Payments on Termination and/or Change in Control
Summary of Potential Payments on Termination and/or Change in Control The following table sets forth, for each of our Named Executive Officers, the amount of the severance payments and benefits and the accelerated vesting of equity awards that the Named Executive Officer would have been entitled to under the various termination and change in control events described above, assuming they had terminated employment on December 29, 2023.
Summary of Potential Payments on Termination and/or Change in Control
| Name and Event | Cash Severance ($) | Pro-Rata Bonus ($)(1) | Health and Welfare Benefits ($)(2) | Accelerated Vesting of Option Awards ($)(3) | Accelerated Vesting of Restricted Stock and RSUs ($)(4) | Total ($) | | Scott Staples | | | | | | | | Without Cause/ For Good Reason Without a CIC | 600,000(5) | -- | -- | -- | -- | 600,000 | | Without Cause/ For Good Reason in Connection with a CIC | 600,000 | -- | -- | -- | -- | 600,000 | | Death or Disability | -- | -- | -- | -- | -- | -- | | David L. Gamsey | | | | | | | | Without Cause/ For Good Reason Without a CIC | 375,000(6) | -- | 17,657 | -- | -- | 392,657 | | Without Cause/ For Good Reason in Connection with a CIC | 375,000 | -- | 17,657 | -- | -- | 392,657 | | Death or Disability | -- | 250,000 | -- | -- | -- | 250,000 | | Joseph Jaeger | | | | | | | | Without Cause/ For Good Reason Without a CIC | 500,000(6) | 500,000 | -- | -- | -- | 1,000,000 | | Without Cause/ For Good Reason in Connection with a CIC | 500,000 | 500,000 | -- | -- | -- | 1,000,000 | | Death or Disability | -- | 500,000 | -- | -- | 82,850 | 582,850 | | Joelle M. Smith | | | | | | | | Without Cause/ For Good Reason Without a CIC | 230,000(7) | -- | -- | -- | -- | 230,000 | | Without Cause/ For Good Reason in Connection with a CIC | 230,000 | -- | -- | -- | -- | 230,000 | | Death or Disability | 230,000 | -- | -- | 343,869 | 412,676 | 986,545 | | Bret T. Jardine | | | | | | | | Without Cause/ For Good Reason Without a CIC | 187,500(7) | -- | -- | -- | -- | 187,500 | | Without Cause/ For Good Reason in Connection with a CIC | 187,500 | -- | -- | -- | -- | 187,500 | | Death or Disability | -- | -- | -- | 21,457 | 16,156 | 37,613 |
Summary of Potential Payments on Termination and/or Change in Control
(1) With respect to Mr. Gamsey and Mr. Jaeger only, amounts represents the full annual cash performance bonus amount for 2023. The Gamsey Employment Agreement provides for a pro-rata bonus. The Jaeger Employment Agreement provides for a pro-rata bonus in an amount equal to at least 6 months of Mr. Jaeger’s base salary, subject to the Company meeting financial targets qualifying management bonuses to be paid. With respect to Mr. Gamsey only, amount represents the value of continued health and welfare benefits at active employee rates, based upon his benefit election as of January 1, 2024, for a period of 9 months upon a termination without cause or for good reason.
Summary of Potential Payments on Termination and/or Change in Control
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Summary of Potential Payments on Termination and/or Change in Control
Amounts shown are calculated by aggregating the sums determined by multiplying, for each stock option, (x) the number of stock options that receive accelerated vesting as a result of the applicable termination of employment, by (y) the closing stock price on December 29, 2023 of $16.57 less the exercise price per share of the stock option. The value of accelerated performance vesting stock options is calculated assuming that the applicable performance measures are achieved if a change in control occurred on December 29, 2023. Amounts shown are calculated by aggregating the sums determined by multiplying, for each award, (x) the number of shares of restricted stock and RSUs that receive accelerated vesting as a result of the applicable termination of employment, by (y) the closing stock price on December 29, 2023 of $16.57. The value of accelerated performance vesting restricted stock and RSUs is calculated assuming that the applicable performance measures are achieved if a change in control occurred on December 29, 2023. (5) Represents a cash severance amount equal to 12 months of base salary. (6) Represents a cash severance amount equal to 9 months of base salary. (7) Represents a cash severance amount equal to 6 months of base salary.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2023 (our “CEO pay ratio”). Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the rule’s flexibility, the method we used to determine the median employee may be different from our peers, so the ratios may not be comparable. Methodology for Determining Our Median Employee For purposes of the CEO pay ratio disclosure, we are required to identify a median employee based on our worldwide workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the median of the compensation of our employee population (other than our CEO). The following outlines the methodology, material assumptions, and estimates used to determine the median employee for 2023: Employee Population: We determined that, as of December 31, 2023, the date we selected to identify the median employee, our employee population consisted of approximately 5,000 individuals working for the Company. Compensation Measure Used to Identify the Median Employee: Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected annualized base salary for 2023 as the compensation measure. We did not make any cost-of-living adjustments in identifying the median employee. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees for 2023 was 105 to 1. This ratio was based on the following: • The annual total compensation of our CEO for 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $704,996. The median of the annual total compensation of all employees (other than our CEO), determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $6,686.
Chief Executive Officer Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K (“Item 402(v)”), the Company is providing the following information regarding the relationship between the executive compensation actually paid by the Company and the financial performance of the Company using selected financial performance measures over the applicable time period of the disclosure, calculated in a manner consistent with Item 402(v). Please refer to our “Compensation Discussion and Analysis” section for a discussion of the Company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made at First Advantage. The following table includes a calculation of compensation, “compensation actually paid,” that differs significantly from the way in which the Company views annual compensation decisions, as discussed in the Compensation Discussion and Analysis, and from the Summary Compensation Table calculation of compensation.
Pay Versus Performance
| Year (a) | Summary Compensation Table total for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | Average Summary Compensation Table Total for non-PEO Named Executive Officers ($)(d) | Average Compensation Actually Paid to non-PEO Named Executive Officers ($)(e) | Value of Initial Fixed $100 Investment on Jun. 23, 2021 Based on: | | Net Income ($) (thousands) (h) | Revenues ($) (thousands) (h) | | | | | | | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return ($)(g) | | | | 2023 | 704,996 | 11,156,971 | 569,314 | 2,487,961 | 93.79 | 91.56 | 37,293 | 763,761 | | 2022 | 757,623 | (13,962,498) | 1,501,542 | (937,668) | 65.99 | 79.55 | 64,604 | 810,023 | | 2021 | 7,169,796 | 38,633,862 | 2,689,670 | 10,778,584 | 96.65 | 100.56 | 16,051 | 712,295 |
Pay Versus Performance
(a) The Principal Executive Officer (“PEO”) for each of 2021, 2022, and 2023 was Mr. Staples. The non-PEO Named Executive Officers for 2021 were Messrs. Gamsey and Jaeger. The non-PEO Named Executive Officers for 2022 and 2023 were Messrs. Gamsey, Jaeger, and Jardine and Ms. Smith. (b) The dollar amounts reported represent the total compensation for our PEO from the Summary Compensation Table included in this Proxy Statement. (c) The dollar amounts reported represent compensation actually paid to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The below table describes the amounts that were deducted from or added to the Summary Compensation Table included in this Proxy Statement. The Performance Award Vesting Modification did not have an impact on the fair value of the related awards. As such, no incremental adjustment is required to the amount reported as compensation actually paid.
Pay Versus Performance
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Pay Versus Performance
| Year (a) | Summary Compensation Table total | Deduct: Equity award amounts reported in the Summary Compensation Table total | Add or Subtract the Following: | | | | | Equals: Compensation Actually Paid | | | | | The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | The amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year | For awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date | For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | The dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | | | 2023 | 704,996 | -- | -- | 8,089,501 | -- | 407,845 | 1,954,629 | 11,156,971 | | 2022 | 757,623 | -- | -- | (14,661,196) | -- | (58,925) | -- | (13,962,498) | | 2021 | 7,169,796 | (6,165,446) | 13,743,169 | 17,383,521 | 4,243,232 | 2,259,590 | -- | 38,633,862 |
Pay Versus Performance
(d) The dollar amounts reported represent the total compensation for our Non-PEO Named Executive Officers from the Summary Compensation Table included in this Proxy Statement. (e) The dollar amounts reported represent the average compensation actually paid to the non-PEO Named Executive Officers, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The below table describes the average amounts that were deducted from or added to the Summary Compensation Table included in this Proxy Statement. The Performance Award Vesting Modification did not have an impact on the fair value of the related awards. As such, no incremental adjustment is required to the amount reported as compensation actually paid.
Pay Versus Performance
| Year (a) | Summary Compensation Table total | Deduct: Equity award amounts reported in the Summary Compensation Table total | Add or Subtract the Following: | | | | | Equals: Compensation Actually Paid | | | | | The year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | The amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year | For awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date | For awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | The dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | | | 2023 | 569,314 | (32,906) | 51,455 | 1,599,578 | -- | 56,190 | 244,329 | 2,487,961 | | 2022 | 1,501,542 | (941,923) | 804,060 | (2,285,384) | -- | (15,964) | -- | (937,668) | | 2021 | 2,689,670 | (1,810,320) | 3,923,912 | 4,345,883 | 1,064,545 | 564,895 | -- | 10,778,584 |
Pay Versus Performance
(f) Reflects our cumulative shareholder returns for the years ended December 31, 2023, 2022, and 2021, assuming the investment of $100 in our common stock at the close of the market on June 23, 2021, the date of our IPO, and that dividends paid by Company are reinvested. (g) Our peer group is hereby incorporated by reference to our peer group identified in this proxy statement in the Compensation Discussion and Analysis. This column reflects the peer group’s cumulative shareholder returns
Pay Versus Performance
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Pay Versus Performance
for the years ended December 31, 2023, 2022, and 2021, assuming the investment of $100 in the peer group and the reinvestment of all dividends. The calculation is additionally adjusted for HireRight Holdings Corporation, Instructure Holdings, Inc., and Sterling Check Corp., each having their IPO on October 29, 2021, July 22, 2021, and September 23, 2021, respectively. (h) Net income and revenues are as reported in our audited consolidated financial statements our 2023 Form 10-K. Revenues were determined to be the most important financial performance measure linking Compensation Actually Paid to Company performance for 2023 and therefore was selected as the 2023 “Company-Selected Measure” as defined in Item 402(v).
Relationship Between Compensation Actually Paid and Company Performance
Relationship Between Compensation Actually Paid and Company Performance Since a significant portion of our CEO’s and other Named Executive Officers’ compensation is performance-based and delivered as equity awards, compensation actually paid has been directionally aligned with our total shareholder return since the date of our IPO.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Effective upon the consummation of the IPO, we adopted an annual compensation policy covering each of our non-employee directors. Under this policy, each of our non-employee directors who is not employed by Silver Lake receives an annual cash retainer of $50,000, payable in arrears, and an annual equity award consisting of RSUs valued at approximately $175,000, in each case, with a one-year vesting period. If such individual is not employed by Silver Lake, directors are paid the following amounts on a quarterly basis in arrears: (i) our Audit Committee Chair and Audit Committee members receive an additional annual cash retainer of $20,000 and $10,000, respectively; (ii) our Compensation Committee Chair and Compensation Committee members receive an additional annual cash retainer of $15,000 and $7,500, respectively; and (iii) our Nominating and Corporate Governance Committee Chair and Nominating and Corporate Governance Committee members receive an additional annual cash retainer of $10,000 and $5,000, respectively. In addition, in connection with the IPO, we granted each of our non-employee directors who was not employed by Silver Lake RSUs valued at approximately $225,000, in each case, with a three-year vesting period. Subsequently, we made a similar grant to Dr. Price in connection with her appointment to the Board of Directors as of June 17, 2022, and we expect to continue to make such grants to each newly elected and appointed non-employee director who is not employed by Silver Lake. The following table contains information concerning the compensation of Ms. Bell, Mr. Clark, Dr. Price, and Ms. Sim. Messrs. Osnoss and Rudella and Ms. Stoica are employees of Silver Lake and did not receive any compensation as directors of the Company. Mr. Staples does not receive additional compensation for serving as a director. The compensation paid to Mr. Staples, our Chief Executive Officer, for 2023 is presented in the Summary Compensation Table above.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($)(1) | Equity Awards ($)(2) | Total ($) | | Susan R. Bell | 77,500 | 183,439 | 260,939 | | James L. Clark | 55,000 | 183,439 | 238,439 | | Bridgett R. Price(3) | 65,000 | 183,439 | 248,439 | | Judith Sim | 70,000 | 183,439 | 253,439 |
COMPENSATION OF DIRECTORS
(1) Amounts reflect the aggregate amount of cash retainers paid during 2023. (2) Amounts reflect the full grant-date fair value of RSUs granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 10 to our audited consolidated financial statements included in our 2023 Form 10-K for a discussion of the valuation of our equity-based awards. Dr. Price was appointed to our Compensation Committee as of April 28, 2023.
COMPENSATION OF DIRECTORS
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COMPENSATION OF DIRECTORS
As of December 31, 2023, the following non-employee directors held the following number of RSUs:
COMPENSATION OF DIRECTORS
| Name | Number of RSUs Outstanding(1) | | Susan R. Bell | 18,341 | | James L. Clark | 18,341 | | Bridgett R. Price | 23,501 | | Judith Sim | 18,341 |
COMPENSATION OF DIRECTORS
The RSUs of Mr. Clark and Mses. Bell and Sim are scheduled to vest as follows: 13,341 on June 6, 2024 and 5,000 on June 25, 2024. The RSUs of Dr. Price are scheduled to vest as follows: 13,341 on June 6, 2024, 5,080 on June 17, 2024, and 5,080 on June 17, 2025.
COMPENSATION OF DIRECTORS
| First Advantage Corporation | 2024 Proxy Statement | 47 |