UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx   Filed by Party other than Registrant¨

Check the appropriate box:

FIRST ADVANTAGE CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders:

I am very pleased to invite you to attend the 20072009 annual meeting of stockholders of First Advantage Corporation, a Delaware corporation, to be held atin the Hilton St. Petersburg Carillon Park Hotel,Eagle Auditorium of our offices, located at 950 Lake Carillon Drive, St. Petersburg, Florida 33716,12395 First American Way, Poway, California 92064, on April 26, 200728, 2009 at 9:00 a.m. EasternPacific Time.

DetailsFor the first time in our company’s history, we are pleased to take advantage of the businessSecurities and Exchange Commission rule allowing companies to be conducted atfurnish proxy materials to their stockholders over the meeting are given inInternet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the attached noticecosts and reducing the environmental impact of our annual meetingmeeting. On March 18, 2009, we mailed to our stockholders a Notice containing instructions on how to access our 2009 proxy statement and proxy statement.annual report online.

We hope that you are able to attend the annual meeting. It is important that you vote your shares whether or not you are able to attend in person. We urge you to read the accompanying proxy statement and to vote on the matters presentedyour shares by proxy by filling in the appropriate boxes on the enclosed proxy card and returning it promptly.promptly or by voting over the Internet or by telephone by following the instructions found on the proxy card(s). If you attend the meeting and prefer to vote in person, you may do so even if you have returnedalready voted your proxy card.shares by proxy. You may also revoke a proxy at any time before it is exercised.

Directions to the First Advantage Corporation 2009 Annual Meeting are available on the “Investor Relations” page of our website at www.fadv.com.

Thank you for your cooperation and your support and interest in First Advantage Corporation.

Anand Nallathambi

President

Anand Nallathambi

Chief Executive Officer and President

FIRST ADVANTAGE CORPORATION

100 Carillon Parkway12395 First American Way

St. Petersburg, FL 33716Poway, California 92064

NOTICE OF ANNUAL MEETING

To be Held on April 26, 200728, 2009

The 20072009 annual meeting of stockholders of First Advantage Corporation, a Delaware corporation, will be held atin the Hilton St. Petersburg Carillon Park Hotel,Eagle Auditorium of our offices, located at 950 Lake Carillon Drive, St. Petersburg, Florida 33716,12395 First American Way, Poway, California 92064, on April 26, 200728, 2009 at 9:00 a.m. EasternPacific Time, and at any adjournments thereof, for the following purposes:

Our board of directors has fixed the close of business on March 8, 200710, 2009 as the Record Date for determining the holders of our Class A and Class B common stock entitled to notice of the meeting, as well as for determining the holders of our Class A and Class B common stock entitled to vote at the meeting.

All stockholders are invited to attend the annual meeting in person. All stockholders also are respectfully urged to executevote their shares by proxy as promptly as possible by executing and returnreturning the enclosed proxy card as promptly as possible.or by voting over the internet or by telephone by following the instructions found on the proxy card(s). Stockholders who execute avote their shares by proxy card may nevertheless attend the annual meeting, revoke their proxy, and vote their shares in person. Please read the accompanying proxy statement and proxy card for information on the annual meeting and voting.instructions for voting your shares by proxy. Directions to the First Advantage Corporation 2009 Annual Meeting are available on the “Investor Relations” page of our website atwww.fadv.com.

By Order Of The Board Of Directors

Julie A. Waters

By Order Of The Board Of Directors

Bret T. Jardine

Vice President, Associate General Counsel and Corporate Secretary

March 18, 2009

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held April 28, 2009

The Notice of Internet Availability of Proxy Materials includes a toll-free telephone number, an e-mail address and a website where stockholders can request a paper or e-mail copy of the proxy statement, our annual report on Form 10-K for the year ended December 31, 2008 and a form of proxy relating to the annual meeting as well as information on how to access the form of proxy. If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one by contacting Bret T. Jardine, Corporate Secretary, at 100 Carillon Parkway, St. Petersburg, Florida

March 27, 2007 33716. There is no charge to you for requesting a copy.

FIRST ADVANTAGE CORPORATION

100 Carillon Parkway12395 First American Way

St. Petersburg, FL 33716Poway, California 92064

PROXY STATEMENT

for

Annual Meeting of Stockholders

April 26, 200728, 2009

The board of directors of First Advantage Corporation is soliciting proxies for use at the annual meeting of stockholders to be held atin the Hilton St. Petersburg Carillon Park Hotel,Eagle Auditorium of our offices, located at 950 Lake Carillon Drive, St. Petersburg, Florida 33716,12395 First American Way, Poway, California 92064, on April 26, 200728, 2009 at 9:00 a.m. Eastern, Pacific Time, and at any adjournments thereof. On or about March 27, 2007,

As permitted by Securities and Exchange Commission rules, we began sending the attached notice of annual meeting,are making this proxy statement the enclosed proxy card, and our annual report for 2006 (which ison Form 10-K available to our shareholders electronically via the Internet. On March 18, 2009, we mailed to our stockholders a Notice containing instructions on how to access this proxy statement and our annual report online. If you received a Notice by mail, you will not partreceive a printed copy of the proxy soliciting materials)materials in the mail. If you received a Notice by mail and would like to all holders of recordreceive a printed copy of our Class A and Class B common stock entitled to receiveproxy materials, you should follow the instructions for requesting such materials and vote.

contained in the Notice.

Frequently Asked Questions About The Annual Meeting

You are the record owner of shares if those shares are registered directly in your name with our transfer agent. The transfer agent for our Class A common stock is Wells Fargo Shareowner Services. We act as our own transfer agent for our Class B common stock. As the record holder of shares, you may vote such shares in person at the annual meeting or grant your voting proxy directly by completing the enclosed proxy card.

You are the beneficial owner of shares if you hold those shares in “street name” through a stockbroker, bank, trustee or other nominee, including shares held on your behalf in the First Advantage Corporation 401(k) Savings Plan. If you are a beneficial owner, these proxy

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materials are being sent to you through your stockbroker or other nominee together with a voting instruction card. In order to vote, you must complete the voting instruction card provided by your stockbroker or other nominee to direct the record holder how to vote your shares or obtain a valid proxy from the stockbroker or other nominee who is the record owner of your shares giving you authority to vote your shares in person at the meeting. Directions to the First Advantage Corporation 2009 Annual Meeting are available on the “Investor Relations” page of our website at www.fadv.com.

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If you wish to vote at the annual meeting, and you are a beneficial owner of your shares, you must have a legal proxy in your favor executed by the stockbroker or other nominee who is the record owner.

Whether or notIf you plan to attendare the annual meeting in person, please fill inrecord owner of your shares, you may vote your shares by proxy using any of the following methods:

The telephone and Internet voting procedures set forth on the proxy card are designed to authenticate stockholders’ identities, to allow stockholders to provide their voting instructions, and to confirm that their instructions have been properly recorded. If you vote by telephone or instruction cardover the Internet, you should not return your proxy card.

If you are a beneficial owner, you will receive voting instructions (including, if your broker, bank or other nominee elects to do so, instructions on how to vote your shares by telephone or over the Internet) from the record holder, and you must follow those instructions in order to have your shares voted at the Annual Meeting.

Depending on how you hold your shares, you may receive more than one proxy card.

Your vote is important. Whether you vote by mail, telephone or over the Internet, your shares will be voted in accordance with your instructions. If you sign, date and return it promptly.your proxy card without indicating how you want to vote your shares, the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors.

Shares represented by proxies that withhold authority to vote for a nominee for election as a director or that reflect abstentions or “broker non-votes” (i.e., shares represented at the meeting held by brokers or nominees and to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter (such as the proposal to amend the 2003 Incentive Compensation Plan))matter) will be treated as shares that are present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not otherwise affect the voting.

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For the amendment to the 2003 Incentive Compensation Plan, you may vote “FOR” or “AGAINST” the amendment to the plan. The favorable vote of the holders of a majority of the shares of common stock represented in person or by proxy at the annual meeting of stockholders and entitled to vote, a quorum being present, is required for adoption of the amendment to the plan.

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PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

NOMINEES FOR ELECTION OF DIRECTORS

Our charter documents require our entire board of directors to be elected annually. Our board has designated the persons listed below as candidates for election. Each is currently serving as a director, except Mr. Nallathambi.director. Unless otherwise specified in the proxy card, the proxies solicited by the board will be voted “FOR” the election of these candidates. In case any of these candidates becomes unavailable to stand for election to the board, an event that is not anticipated, the proxy holders will have full discretion and authority to vote or refrain from voting for any substitute nominee in accordance with their judgment.

The terms of directors elected at the annual meeting expire at the 20082010 annual meeting or as soon thereafter as their successors are duly elected and qualified. The board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

Directors are elected by a plurality vote of shares present at the meeting, meaning that the nominee with the most affirmative votes for a particular seat is elected for that seat. If you do not vote for a particular nominee, or if you withhold authority to vote for a particular nominee on your proxy card, your vote will not count either “for” or “against” the nominee.

John Long will cease serving as Chief Executive Officer of First Advantage on March 30, 2007 and has resigned as a member of the Board of Directors effective the same date. Our board has appointed Anand Nallathambi, currently the President of First Advantage, as Chief Executive Officer effective March 30, 2007 and as a member of the Board of Directors effective March 30, 2007, and the nominating committee has nominated Mr. Nallathambi to stand for election as a member of the Board of Directors at the annual meeting.

Lawrence Lenihan, a member of the board of directors has given notice of his intention not to stand for re-election at the annual meeting. As a result, tenTen directors will be standing for election at the annual meeting.

None of the nominees has a family relationship with the other nominees, any existing director or any executive officer of our company. Pursuant to the stockholders agreement dated as of December 13, 2002 among The First American, Corporation,FirstMark Capital, L.L.C. (formerly known as Pequot Private Equity Fund II, L.P.) and us, The First American Corporation and each of its affiliates hashave agreed to vote its shares for one nominee designated by Pequot. Mr. Lenihan was Pequot’s designated director in 2006. PequotFirstMark. However, FirstMark has not chosendesignated a designeenominee to replace Mr. Lenihan.the board of directors.

The board recommends a vote “FOR”“FOR” the election of each nominee listed below.

Parker Kennedy,S. Kennedy.Chairman and Director since 2003.2003, Mr. Kennedy, 59, was president61, has been the Chairman and Chief Executive Officer of our parent company, The First American Corporation, since 2003. He was President of The First American Corporation from 1993 until 2004, where2004. Prior to that time, he served as executive vice president from 1986 to 1993 and was appointed to its board of directors in 1987, and was named chairman and chief executive officer in 2003.1987. Mr. Kennedy has been employed by The First American Corporation’s primary subsidiary, First American Title Insurance Company, since 1977. He was appointed vice presidentVice President of that company in 1979, and in 1981 he joined its board of directors. Duringdirectors in 1981, appointed Executive Vice President in 1983, he was appointed executive vice presidentand became President in 1989. Mr. Kennedy graduated from the University of First American Title Insurance Company,Southern California with a Bachelor’s degree in economics, and in 1989 was appointed its president. He now serves as its chairman, a position to which he was appointed in 1999.received his law degree from Hastings College of the Law, San Francisco.

Anand Nallathambi,Nallathambi.Director nominee.since 2007, Mr. Nallathambi, 45, the President of First Advantage, has been47, was appointed to serve as the Chief Executive Officer of First Advantage effectivein March 30, 2007. Following2007 and President of First Advantage in September 2005 following First Advantage’s acquisition of the Credit Information Group from The First American Corporation in September 2005, Mr. Nallathambi was appointed presidentCorporation. He serves as a member of the First Advantage.Advantage acquisition committee. Prior to joining First Advantage, Mr. Nallathambi served as presidentPresident of The First American’sAmerican Corporation’s Credit Information Group and as presidentPresident of First American Appraisal Services from 1996 to 1998. Mr. NallathambiHe also serves as a member of the board of

Dorado, Inc., a privately held company. the Consumer Data Industry Association, an international trade association. Mr. Nallathambi receivedholds a masters in business administration from California Lutheran University after obtaining a bachelor of artsBachelor degree in economicsEconomics from Loyola University in Madras, India.India, and an MBA from California Lutheran University.

J. David Chatham,Chatham.Director since 2003, and is a member of our audit committee. Mr. Chatham, 56,58, also serves on the First Advantage Corporation’s audit committee and has been a director of The First American Corporation since 1989. Mr. Chatham currently serves as chairman of The First American Corporation’s1989, and chairs its audit committee and asis a member of its compensation, nominating and corporate governance committees.the executive committee. Since 1989, Mr. Chatham has also been a member of the board of directors of First American Title Insurance Company, since 1989. Since 1972, he has been presidentFirst American’s wholly-owned title insurance underwriter. He is President and chief executive officerChief Executive Officer of Chatham Holdings, Inc.,LLC, a real estate development company. Mr. Chatham graduated from the University of Georgia with a Bachelor of Business Administration degree, majoring in real estate and urban development, and completed the management of family-held corporation program at the Wharton School of Business at the University of Pennsylvania.

Barry Connelly,Connelly.Director since 2003, Mr. Connelly, 68, also serves on the First Advantage Corporation’s audit, nominating and corporate governance committees. Mr. Connelly is a member of our audit committee. Mr. Connelly, 66, servescredit information consultant to foreign governments and financial services organizations around the world. He is a director on the board of Collection House LTD, a company quotedlisted on the Australian Exchange. Mr. Connelly also serves as the chairman andExchange; a director on the board of Microbilt Corp., a privately-held credit services company; and also serves on the joint venture board of directors of Australian Business Research, LTD, a subsidiary of Collection House LTD.Huaxia/Dun & Bradstreet China. In December 2002, he retired from the Consumer Data Industry Association after 33 years of service, including eight years as president. During his tenurePresident. Mr. Connelly graduated from the University of Missouri with a Bachelor of Journalism degree.

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Jill Kanin-Lovers.Director since 2006, Ms. Kanin-Lovers, 57, serves as the Consumer Data Industry Association, hechair of the First Advantage Corporation’s compensation committee and is part of its nominating and corporate governance committee. She is a member of the board of directors for BearingPoint, a global management and technology consulting firm, where she chairs the compensation committee and serves on the nominating and governing committees; Dot Foods, one of the nation’s largest food redistributors, where she chairs the compensation committee and serves on the nominating committee; and Heidrick & Struggles, a leading global search firm, where she chairs the compensation committee and serves on the audit committee. Currently, Ms. Kanin-Lovers teaches “Corporate Governance and Business Ethics” for the Rutgers University Mini-MBA program and “Executive Compensation” for the Rutgers University Global Executive HR Master’s program. Previously, she was Senior Vice President of Human Resources and Workplace Management at Avon Products, Inc., held a contributorseries of senior corporate human resources executive positions at American Express and IBM, and began her career in draftingmanagement consulting with Towers Perrin as Vice President and Manager responsible for global compensation practice. Ms. Kanin-Lovers holds a Bachelor degree from State University of New York, a Masters degree from the first Fair Credit Reporting Act in 1970University of Pennsylvania and its successor in 1997.an MBA from the Wharton School of Business at the University of Pennsylvania.

Frank McMahon,V. McMahon.Director since April 2006, and is a member of our acquisition committee. Mr. McMahon, 47,49, in addition to serving on the board of directors of First Advantage Corporation, serves as vice chairmanthe chair of its acquisition committee and chief financial officerserves on its compensation committee. He also serves as the Vice Chairman of The First American Corporation.Corporation and is Chief Executive Officer of The First American Corporation’s Information Solutions Group. Previously, Mr. McMahonhe was a managing directorManaging Director of the Investment Banking Division of Lehman Brothers, Inc. and was responsible for managing their western region financial institutions group, as well as their U.S. asset management sector from 1999 to 2006. Prior, to that, Mr. McMahon was a Managing Director at Merrill Lynch. Mr. McMahon received a Bachelor degree in Economics from Villanova University and his MBA from Duke University.

Donald Nickelson,Nickelson.Director since 2003, Mr. Nickelson, 76, in addition to serving on the board of directors of First Advantage Corporation, chairs its nominating and corporate governance committee and is a member of ourits compensation committee and acquisition committees andcommittee. Currently, he serves as chairmanVice Chairman and Director of our nominating committee. Mr. Nickelson, 74, serves as a director and vice chairman of the leveraged buy-out firm Harbour Group Industries Inc. and also sits on its executive and compensation committees. In addition, Mr. Nickelson serves, a leveraged buy-out firm; as a director of Adolor Corporation, where he servesis a member of the compensation committee and audit committee; on the audit, nominating and governance committees, and serves as a director and lead trustee of Mainstay Mutual Funds, where he serves on the nominating, performance, valuation and audit committees. Mr. Nickelson also holds directorship positions for several non-public companies, including AddressFree Corporation, Desiccare, Inc., Del Industries and the Advisory Boardadvisory board of Celtic Pharmaceutical Holdings, L.P. Prior to joining Harbour Group, he; as Chairman of the advisory board of Celtic Therapeutics; and as Chairman of Cross Match Industries. Previously, Mr. Nickelson served as presidentPresident of PaineWebber Group, an investment banking and brokerage firm, from February 1988 to January 1990.and as Lead Trustee of the Mainstay Mutual Funds Group. He has also served on numerous boards, including: as Chairman of the Pacific Stock Exchange; Omniquip International, Inc.; Greenfield Industries; Vie Financial Group; and Flair Corporation.Inc.; as director of the Chicago Board Options Exchange; W.P. Carey & Co., LLC; Royalty Pharma AG; Allied Healthcare Products; DT Industries; Selectide Corporation; and Sugen, Inc.

Donald Robert,Robert.Director since 2003, and is chairman of our compensation committee. Mr. Robert, age 47,49, in addition to serving on the board of directors of First Advantage Corporation, is currently chief executive officera member of its compensation committee. He serves as Chief Executive Officer and director of Experian Group, a globalPlc., an information technology business listed on the London Stock Exchange. Prior to his current appointment, Mr. Robert served as chief executive officerwas Chief Operating Officer and President of Experian North America and chief operating officer, and president of itsExperian’s Information Solutions business unit beginning in April 2001. From 1995 to 2001, Mr. Robertbefore becoming Chief Executive Officer of Experian North America. Previously, he was a group executiveGroup Executive of The First American Corporation with responsibility for its Consumer Information and Services Group. From 1992 to 1995, Mr. Robert was presidentGroup; President of Credco, Inc., now First Advantage Credco, the nation’s largest specialized credit reporting company and onenow part of our wholly-owned subsidiaries. He isFirst Advantage Corporation. Mr. Robert holds a director of Experian Group Limited.Bachelor degree in Business Administration from Oregon State University.

D. Van Skilling,Skilling.Director since 2005, and isMr. Skilling, 75, in addition to serving on the board of directors of First Advantage Corporation, serves as a member of ourits audit committee. Mr. Skilling 73,is the President of Skilling Enterprises. He also currently serves as Presidenta member of Skilling Enterprises and is a directorthe board of directors for several companies, including: The First American Corporation, where he is lead director and sits on the audit, nominating, corporate governance, and executive committees; Lamson & Sessions, where he chairs the compensation, nomination and governance committees; Onvia, where he is a director, and chairs the compensation committee;committee, and serves on the nominating and governance committees; and American Business Bank, where he is a member of the compensation committee. Mr. Skilling formerly servedHe retired from his post as the chairmanChairman and chief executive officerChief Executive Officer of Experian Information Solutions, Inc. (formerly TRW Information Systems & Services), following a position he was appointed26-year career with them. Mr. Skilling earned an MBA in International Business from Pepperdine University and a Bachelor degree in both Chemistry and Zoology from Colorado College.

David Walker.Director since 2003, Mr. Walker, 55, in addition to in 1996 and as a memberserving on the board of the audit and governance committees anddirectors of First Advantage Corporation, is the chair of the compensation committee of McData prior to its sale in February 2007.

David Walker, Director since 2003 and is a member of our acquisitionaudit committee and serves as chairman of our auditon the acquisition committee. Mr. Walker, 53,a Certified Public Account and a Certified Fraud Examiner, is currently the Director of the Programs of Accountancy and Social

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Responsibility and Corporate Reporting in the College of Business at the University of South Florida, St. Petersburg, and is a consultant on corporate governance matters, both roles he has held since 2002. From 1975 through 2002, Mr. Walker was with Arthur Andersen LLP, serving as a partner in the firm from 1986 through 2002.matters. Mr. Walker is also a member of the boards of directors of Chicos FAS, Inc., CommVault Systems, Inc., and Technology Research Corporation, Inc., where he chairs its compensation committee,committee. Previously, he served as a partner with Arthur Andersen LLP. Mr. Walker earned a Bachelor degree from DePauw University in Economics and Chicos FAS.

Jill Kanin-Lovers, Director since October 2006Mathematics, and is a member of our compensation and nominating committees. Ms. Kanin-Lovers, 55, was a senior vice president of human resources at Avon Products, Inc.an MBA from 1998 to 2004. Before joining Avon, she was vice president, global operations, HR at IBM. Prior to IBM, she was senior vice president, worldwide compensation and benefits, at American Express. Ms. Kanin-Lovers is a member of the board of directors for Dot Foods, one of the nation’s largest food redistributors, where she chairs the compensation committee and serves on the nominating committee, and Heidrick & Struggles, a leading global search firm, where she chairs the compensation committee and serves on the audit committee. Currently, she teaches Corporate Governance for the Rutgers University Mini-MBA program.Of Chicago Graduate School Of Business.

INFORMATION ABOUT OUR BOARD OF DIRECTORS

Composition of Board and Committees

Our board of directors oversees our business and affairs and monitors the performance of management. Management is responsible for the day-to-day operations of our company. As of the date of this proxy statement, our board has ten directors and the following committees: audit, nominating and corporate governance, compensation and acquisition. The membership during the last fiscal year and the function of each of the committees are described below. Each of the committees, except the nominating and corporate governance committee, is required to be comprised of three or more members of the board.

We held sevenfive board meetings in 2006.2008. Each director attended at least 75% of all board meetings and applicable committee meetings except Mr. Robert.meetings. We strongly encourage our board of directors to attend our annual meeting of stockholders, and any member who misses three consecutive annual meetings will be removed. The following table lists membership of our board of directors and board committees:

X=

X = Committee Member; X*= Committee Chair

Independence Matters

Our board has determined that each of our directors is independent within the meaning of applicable NASDAQ Stock Market and Securities and Exchange Commission rules, except for ParkerMr. Kennedy, who is chairman and chief executive officer of our parent company, The First American, Corporation; John Long,Mr. Nallathambi, who is our chief executive officer through March 30, 2007; and Frankpresident, and Mr. McMahon, who is the vice chairman and chief financialexecutive officer of The First American Corporation. Mr. Nallathambi, a director nominee, will not be deemed to be independent as he currently serves as the President of First Advantage and will assume the additional role of Chief Executive Officer of First Advantage on March 30, 2007. However, we are a “controlled company” within the meaning of the NASDAQ Marketplace Rules because The First American Corporation controls more than 50% of our voting power. As such, we are relying on NASDAQ Marketplace Rule 4350(c), which allows controlled companies to be exempt from rules requiring (a) the compensation and nominating committees to be composed solely of independent directors; (b) the compensation of the executive officers to be determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (c) director nominees to be selected or recommended for the board’s selection, either by a majority of the independent directors, or a nominating committee composed solely of independent directors.American. In considering director independence, the board studied the shares of First Advantage common stock beneficially owned by each of the directors as set forth under “Security Ownership of Certain Beneficial Owners and Management,” although the board generally believes that stock ownership tends to further align a director’s interests with those of First Advantage’s other stockholders. AsIn addition, as part of this review, the board considered the fact that Mr. Robert is the chief executive officer of Experian Group, a subsidiary of which owns approximately 6.5%6.3% of our Class A common stock, and determined that this relationship does not interfere with the exercise of Mr. Robert’s independence from First Advantage and its management.

We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules because First American controls more than 50% of our voting power. As such, we rely on NASDAQ Marketplace Rule 4350(c)(5), which allows controlled companies to be exempt from rules requiring (a) the compensation and nominating committees to be composed solely of independent directors; (b) the compensation of the executive officers to be determined by a majority of the independent directors or by a compensation committee composed solely of independent directors; and (c) director nominees to be selected or recommended for the board’s selection either by a majority of the independent directors or by a nominating committee composed solely of independent directors.

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Our independent directors meet in executive session immediately following each regularly scheduled meeting of the board of directors. In addition, our independent directors may meet as they determine appropriate from time to time.

Audit Committee. Our board established the audit committee for the primary purposes of overseeing the accounting and financial reporting processes of our company and audits of our financial statements. Our board of directors has made an affirmative determination that each member of the audit committee (a) is an “independent director” as that term is defined by NASDAQ Marketplace Rules and the rules and regulations under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act”, and (b) satisfies NASDAQ Marketplace Rules relating to financial literacy and experience. Our board of directors has further determined that DavidMessrs. Chatham and Walker satisfiessatisfy the criteria for being an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission.

The audit committee is solely responsible for selecting our independent registered certified public accounting firm (“independent public accounting firm;accountants”); approving in advance all audit services and related fees and terms; and approving in advance all non-audit services, if any, provided by our independent public accountants and related fees and terms. The audit committee also oversees and monitors our internal control system, evaluates the independence standards forof our independent public accountants, oversees the conduct of and personnel in our internal audit function, reviews financial information in our quarterly reports, and reviews and oversees the audit performed by our independent auditors.public accountants. The committee reports any significant developments with respect to its duties to the full board. The audit committee met 15nine times during 2006.2008. Our board of directors has adopted a written audit committee charter a(a copy of which is attached to this proxy statement as Appendix A. The audit committee charter may also be viewed on the Corporate Governance page of the Investor Relations section of our website located at www.fadv.com or a printprinted copy may be obtained by making a written request to the Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716.33716).

Compensation Committee. The compensation committee is responsible for recommending compensation arrangements for our executive officers; evaluating the performance of our chief executive officer; and administering our compensation plans. AllExcept for Mr. McMahon, all members of the compensation committee are independent under the standards for independence established by the applicable NASDAQ Marketplace Rules. The compensation committee met sevennine times during 2006.2008. Our board of directors has adopted a written compensation committee charter a(a copy of which may be viewed on the Corporate Governance page of the Investor Relations section of our website located at www.fadv.com or a printprinted copy may be obtained by making a written request to the Bret Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716.33716). The compensation committee establishes and reviews our overall compensation philosophy. The committee reviews

the performance of our chief executive officer and has the sole authority to determine his compensation and reviews and approves the salary of our other executive officers. The committee reviews and recommends to the board for approval our incentive and equity compensation plans, oversees those who are responsible for administering those plans and approves all equity compensation plans that are not subject to stockholder approval. The compensation committee also has the authority to retain compensation consultants as it deems necessary and the sole authority to approve such consultant’s fees. When setting executive officer compensation, in the fall or in early Januaryfirst quarter of each year, Mr. Long presentedthe Chief Executive Officer presents a report to the compensation committee containing his recommendation of the upcoming year’s salary, bonus and long-term incentive award levels for certain executive officers other than himself. The committee took Mr. Long’stakes the Chief Executive Officer’s report under advisement and metmeets with its own compensation consultant. To obtain independentobjective compensation information, in 20052008 the compensation committee engaged Watson Wyatt WorldwideMercer LLC as its compensation consultant. Watson Wyatt was engaged by the compensation committee, and theThe committee has the full authority to manage all aspects of Watson Wyatt’sMercer’s engagement, including approving Watson Wyatt’sMercer’s compensation on a monthly basis and the ability, in the compensation committee’s sole discretion, to terminate the engagement. Examples of projects assigned to the consultant included the evaluation of the composition of the peer group of companies used to evaluate appropriate compensation levels, evaluation of levels of executive compensation as compared to general market compensation data and the peer companies’ compensation data, and evaluation of proposed compensation programs or changes to existing programs.

The compensation committee believes that input from both management and the consultant provide useful information and points of view to assist the compensation committee to determinein determining its own views on compensation. Although the compensation committee receives information and recommendations regarding the design of the compensation program and level of compensation for the executive officers from both the consultant and management, the compensation committee makes the final decisions as to the design and levels of compensation for these executives.

The compensation committee used Mr. Long’suses the chief executive officer’s report, and anytogether with reports that may be prepared by its consultant, to set executive officer salaries and bonuses for the upcoming year. Executive officers are not be present during compensation committee or board of directors deliberations concerning their compensation. The chairman of the board is present when setting Mr. Long’s and Mr. Nallathambi’sthe chief executive officer’s salary and bonus.

Compensation Committee Interlocks and Insider Participation.The members of the compensation committee for 20062008 were Ms. Kanin-Lovers and Messrs. Lenihan, who is not standing for re-election at the annual meeting,McMahon, Nickelson and Robert and Mmes. Sink and Kanin-Lovers. Ms. Kanin-Lovers joined the boardRobert. As noted above, Mr. McMahon is a Vice

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Chairman of directors in October 2006, and Ms. Sink resigned from the board of directors in November 2006. No member of this committee was at any time during the 2006 fiscal year or at any other time an officer or employee of the company, and no member had any relationship with us requiring disclosure under Item 404 of Regulation S-K.First American, our parent company. None of our executive officers have served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our board of directors or our compensation committee during the 20062008 fiscal year.

Nominating and Corporate Governance Committee. Our board of directors has established a nominating and corporate governance committee to (i) assist the board in identifying individuals qualified to become directors and recommending to the board for nomination of candidates for election or reelection to the board or to fill board vacancies.vacancies, (ii) develop and recommend to our board a set of corporate governance principles and (iii) lead the board in complying with those principles. All members of the nominating committee are independent under the standards for independence established by the applicable NASDAQ Marketplace Rules. The nominating and corporate governance committee met two timestwice during 2006.2008.

The nominating and corporate governance committee acts under a written charter adopted by our board of directors (a copy of which may be viewed inon the Corporate Governance page of the Investor Relations section of our website located at www.fadv.com or a print copy may be obtained by making a written request to the Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716.)33716) specifying, among other things, the following minimum qualifications for candidates recommended for election to the board:

The nominating committee also will consider, among other factors, whether an individual has any direct experience with our company or its subsidiaries (whether as a director, officer, employee, supplier or otherwise); the individual’s experience in the industry in which our company operates; the individual’s other obligations and time commitments; whether the individual is an employee of a company or institution on thehaving a board of directors ofon which a senior executive of our company serves; whether the individual has specific knowledge, skills or experience that may be of value to our company or a committee of the board; whether an individual has been recommended by a stockholder of our company, an independent member of the board, another member of the board, senior management of our company or a customer of our company; and the findings of any third parties that may be engaged to assist the committee in identifying directors.

The nominating and corporate governance committee regularly assesses the appropriate size of the board and whether any vacancies on the board are anticipated. Various potential candidates for director are then identified. Candidates may come to the attention of the nominating committee through current board members, professional search firms, stockholders or industry sources. In evaluating the candidate, the nominating committee will considerconsiders factors other than the candidate’s qualifications, including the current composition of the board, the balance of management and independent directors, the need for audit committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the nominating committee determines whether to interview the prospective nominee, and if warranted, one or more members of the nominating committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the nominating committee makes a recommendation to the full board as to the persons who should be nominated by the board, and the board determines the nominees after considering the recommendation and report of the nominating committee.

The nominating and corporate governance committee recommended the slate of directors proposed for election at the annual meeting, which was unanimously approved by the full board of directors, including unanimous approval by the independent directors. Ms. Kanin-Lovers was recommended by Mr. Nickelson who interviewed Ms. Kanin-Lovers

As part of its role in developing and recommended her tocomplying with corporate governance policies, the full nominating committee. The full nominatingand corporate governance committee then recommended toadvises the board and the various committees on effective management and leadership, reviews the governing documents of directorsthe company (including our certificate of incorporation, bylaws, corporate governance policies and guidelines and code of conduct), provides ongoing advice with respect to conflicts of interest that Ms. Kanin-Lovers be appointed tomay arise, and evaluates the board. Mr. McMahon was recommended tocurrent and future governance needs and obligations of the nominating committee by Mr. Kennedy. The full nominating committee then recommended to the board of directors that Mr. McMahon be appointed to the board.

Acquisition Committee. In December 2006,company, our board and the committees in light of directors formed an acquisition committee for the purpose of evaluating and approving potential acquisitions of other businesses. The powers of the acquisition committee were delegated to the committee by the full board of directors. The members of this committee are Messrs. Long, Walker, Nickelson and McMahon. Mr. Long has resigned from the board of directors effective as of March 30, 2007 but will continue to serve on the acquisition committee until that date. This committee has not met.“best practices” developments.

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Procedure for Stockholder Nominations of Directors

Nominations for the election of directors may only be made by the board of directors in consultation with its nominating and corporate governance committee. AAs noted above, FirstMark may designate a nominee to the board of directors under the terms of the stockholders agreement dated as of December 13, 2002 among First American, FirstMark Capital and us. However, FirstMark has not designated a nominee to the board of directors. In addition, a stockholder of record who has the power to vote ten percent or more of the outstanding capital stock of our company may recommend to the nominating committee up to one candidate for consideration as a nominee in any 12-month period. The nominating committee will consider a stockholder nominee only if a stockholder gives written notice to Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716 not later than the close of business on November 1 of the year immediately preceding the year of the annual meeting of stockholders at which the stockholder desires to have his or her candidate presented byto the board. Each such notice must include the name, address and telephone number of the potential nominee; a detailed biography of the potential nominee; and evidence of stock ownership by the presenting stockholder, including the number of shares owned. Nominees properly proposed by eligible stockholders will be evaluated by the nominating and corporate governance committee in the same manner as nominees identified by the committee. Should a stockholder recommend a candidate for director, our nominating committee would evaluate such candidate in the same way as it evaluates any other nominee. To date, no stockholder or group of stockholders owninghaving the power to vote ten percent or more than 5% of our Class A commoncapital stock for at least one year has put forth any director nominees.

Stockholder Communications

Our stockholders may communicate directly with the members of the board of directors or individual members by writing directly to it or to those individuals,them in care of Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716, together with33716. Stockholders are required to provide appropriate evidence of their stock ownership.ownership with any communications. Communications received in writing are distributed to our board or to individual directors as appropriate depending on the facts and circumstances outlined in the communication received.

CORPORATE GOVERNANCE MATTERS

CODE OF ETHICSCONDUCT

We have adopted a code of ethicsconduct that applies to our chief executive officer, chief financial officer, controller and all of our other officers, employees and directors. Adirectors (a copy of our code of ethicswhich may be viewed on the Corporate Governance page of the Investor Relations section of our website located at www.fadv.com or a print copy may be obtained by making a written request to the Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716.33716).

BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS

Relationships with First American

We effectively commenced operations on June 5, 2003 with our acquisition of The First American Corporation’sAmerican’s screening technology division and US SEARCH.com, Inc. As consideration for these acquisitions, we issued on or about June 5, 2003 100% of our outstanding Class B common stock to The First American Corporation and 100% of our Class A common stock to former stockholders of US SEARCH.com, Inc. Each share of our Class B common stock entitles the holder to ten votes in any meeting of stockholders. As a result, The First American Corporation received approximately 80% of the outstanding capital stock of our company and approximately 97%98% of the voting power in our company. Former stockholders of US SEARCH.com, Inc. received the remaining approximately 20% of our outstanding capital stock. Pequot Capital Management, Inc.,FirstMark, formerly a stockholder of US SEARCH.com, Inc., received approximately 10% of our Class A common stock in the transaction. The First American Corporation and Pequot Capital Management, Inc.FirstMark entered into a stockholders agreement concurrently with the acquisitions that grants Pequot Capital Management, Inc.granted FirstMark certain registration rights and the right to sell shares of our Class A common stock at the same time The First American Corporation sells any of our shares under certain circumstances, and generally requires The First American Corporation to vote for one nominee for director designated by Pequot Capital Management, Inc.

We and TheFirstMark. As a controlled subsidiary of First American, Corporationwe have various relationships with First American, which are described below.

We entered into a reimbursement agreement dated October 11, 2005 with First American whereby we reimburse The First American Corporation for the actual expenses incurred by us in connection with the participation by certain of our employees in The First American Corporation’sAmerican’s supplemental benefit plan. In 2006,2008, we reimbursed The First American Corporation $101,837$400,055 for actual and $162,090, respectively, of actual costs for John Long’s and Anand Nallathambi’s participation in the supplemental benefit plan. In addition, we reimbursed The First American Corporation interest costs of $97,804 and $146,935, respectively, related to John Long’s andfor Anand Nallathambi’s participation in the supplemental benefit plan.

On March 23, 2006, we issued an additional 1,650,455 shares of our Class B common stock to The First American Corporation under the terms of the master transfer agreement, requiring the issuance of additional shares in the event Dealertrack, a company acquired as part of the Credit Information Group, conducted an initial public offering resulting in proceeds in excess of $50,000,000. In October 2006, DealerTrack completed a follow on offering of its stock. As result of the offering, we recognized a pretax investment gain of approximately $7.0 million. The sale of the stock was at a price per share in excess of its carrying value. As a result of the issuance of the shares, our ownership interest in DealerTrack decreased from approximately 16% to 14%. We will continue to account for the investment under the equity method since we have maintained significant influence at DealerTrack.

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On November 7, 2005, we entered into an operating agreement with a subsidiary of The First American Corporation that sets forth the terms under which we, along with Thethe First American Corporation subsidiary, jointly own and operate LeadClick Holding Company, LLC. We have ownership of 70% of LeadClick Holding Company LLC, with the remaining 30% being owedowned by Thethe First American Corporation subsidiary.

The First American Corporation provides certain legal, financial, technology, administrative and managerial support services to us pursuant to a service agreement that was entered into on January 1, 2004. Under the terms of the service agreement, human resources systems and payroll systems and support, network services and financial systems are provided at an annual cost of approximately $300,000. In addition, certain other services including pension and 401(k) expenses, corporate and medical insurance, personal property leasing and company car programs are provided at actual cost. The initial term of the agreement was for one year, with automatic self renewals every six months. The First American Corporation, excluding the Credit Information Group, incurred approximately $0.3 million in service fees for the years ended December 31, 2006, 2005 and 2004.

The First American Corporation and certain of its affiliates provided sales and marketing, legal, financial, technology, leased facilities, leased equipment and other administrative services to the Credit Information Group. As part of our acquisition of the Credit Information Group from The First American Corporation, we entered into an amended and restated services agreement with The First American Corporation on September 14, 2005. Under the terms of this agreement, human resources systems and payroll systems and support, network services and financial systems are provided by The First American Corporation at an annual cost of approximately $4.5 million. In addition, certain other services including pension and 401(k) expenses, corporate and medical insurance, personal property leasing and company car programs are provided at actual cost. The initial term of the agreement was for one year, with automatic self renewals every six months. We alsoFirst American incurred approximately $8.5 million in service fees for the year ended December 31, 2008.

First American and certain of its affiliates provided sales and marketing, legal, financial, technology, leased facilities, leased equipment and other administrative services to the Credit Information Group. As part of our 2005 acquisition of the Credit Information Group from First American, we entered into an amended and restated services agreement with The First American Corporation to leaseon September 14, 2005. Under the Credit Information Group’s office space in Poway, California.terms of this agreement, First American provides human resources systems and payroll systems and support, network services and financial systems at an annual cost of approximately $4.5 million. In addition, First American provides certain other services (including pension and 401(k) expenses, corporate and medical insurance, personal property leasing and company car programs) at actual cost. The lease is for an initial term of five yearsthe agreement was for one year, with a one-time option to renew the term for an additional five years. The rent payable under the lease is approximately $169,000 a month, and we are obligated to pay all costs and expenses related to the property, including operating expenses, maintenance and taxes. The Credit Information Group recognized approximately $11.6 million, $13.7 million and $11.7 million in operating expense in 2006, 2005 and 2004, respectively, relating to these services.automatic self renewals every six months. The amounts allocated to the Credit Information Group are based on management’s assumptions (primarily usage, time incurred and number of employees) as to the proportion of the services used by the Credit Information Group in relation to the actual costs incurred by The First American Corporation and its affiliates in providing the services. The company incurred approximately $4.5 million in service fees for the year ended December 31, 2008.

In 2004, we incurred $150,000 for internal audit services provided by TheWe also have an agreement with the First American Corporation.Corporation dated September 14, 2005 to lease the Credit Information Group’s office space in Poway, California. The lease has an initial term of five years with a one-time option to renew the term for an additional five years. The rent payable under the lease is approximately $169,000 per month, and we are obligated to pay all costs and expenses related to the property, including operating expenses, maintenance and taxes, which were approximately $2.0 million for the year ended December 31, 2008.

Effective January 1, 2003, we and a subsidiary of The First American Corporation entered into an agreement with a subsidiary of First American whereby we will act as an agent in selling renters insurance. We receive a commission of 12% of the insurance premiums and 20% of the profits (as defined in the agreement) of the insurance premiums written. Commissions earned in 2006, 2005 and 20042008 were approximately $0.8 million, $0.3 million and $0.1 million, respectively.$2.5 million.

We also perform employment screening, credit reporting and hiring management services for The First American Corporation.American. Total revenue from The First American Corporation werewas approximately $2.8 million, $0.7 million and $0.4$4.1 million for the yearsyear ended December 31, 2006, 2005 and 2004, respectively.2008.

First American Real Estate Solutions, LLC (“FARES”), a joint venture between First American and Experian, Information Solutions, Inc. (“Experian”), owns 50% of a joint venture that provides mortgage credit reports and operations support to a nationwide mortgage lender. In accordance with the terms of the joint venture operating agreement, the mortgage and consumer credit reporting operation of FARES receives a merge fee per credit report issued and is reimbursed for certain operating costs. In connection with the acquisition of the Credit Information Group, FARES entered into an outsourcing agreement where we continue to provide these services to the nationwide mortgage lender. These earnings totaled $5.2 million, $5.7 million and $6.7$5.3 million for the yearsyear ended December 31, 2006, 20052008. Effective January 1, 2008, the Company entered into two agreements (Computer License agreement and 2004, respectively. Totala Service Agreement) with Rels Reporting Services, LLC which replaced the original agreements that had provided for charging merge fees were $6.5 million, $7.1 millionon credit reports issued and $7.4the reimbursement of the majority of operating costs. These new agreements incorporate a transaction fee and a fixed fee for services, and minimize the reimbursement of operating costs. This management fee is included in service revenue and was $9.8 million for the yearsyear ended December 31, 2006, 2005 and 2004, respectively. Total2008. The residual reimbursement for operating costs were $6.5 million, $7.3 million, and $7.5$0.4 million for the yearsyear ended December 31, 2006, 20052008.

We, through a subsidiary, perform tax consulting services for First American pursuant to a training grants & incentives services agreement which was entered into in August 2007. We identify grants and 2004, respectively.tax credits, and match them with First American’s training curriculum and complete the necessary applications as a part of the service offering. Our fees for the training grant services are payable at twenty percent (20%) of the total amount of each approved training grant arranged by us for the benefit of First American. As of this date, there has been no significant revenue recognized under this agreement.

We, through a subsidiary, provide publicly available bankruptcy information to First American pursuant to a data license and information services agreement dated December 27, 2007. The annual fee for these services is $75,000 ($6,250 per month).

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Our Lender Services segment has partnered with First American CoreLogic (“FACL”) through a series of agreements to provide major national lender consumer data from the FACL databases in a Fair Credit Reporting Act compliant method. In 2008, we purchased data from FACL for a total of $1.9 million.

We have a flood zone determination wholesale service provider agreement, dated March 1, 2008, between First American Hazard Certification LLC, a subsidiary of First American and First Advantage Credco, LLC. Under the terms of this agreement, we are permitted to resell flood products provided by First American to First Advantage Credco’s end-user customers. All product costs and pricing are market-based.

We entered into a hiring management license and service agreement, dated January 11, 2008, between a subsidiary of ours, First Advantage Enterprise Screening Corporation, and First American. Under the terms of the agreement, we will license hiring management solution software to First American and provide certain services and maintenance for the software. The fees for this agreement will be an annual fee of $305,000 (invoiced quarterly). The parties, however, have agreed to suspend performance of this agreement until such time that First American determines to proceed with its previously announced spin-off of a portion of its business.

Relationships with Experian

Experian owns approximately 6%6.3% of a combination of First Advantage’s Class A and Class B common shares and is considered a related party. The cost of credit reports purchased by us from Experian was $30.0 million, $27.4 million, and $20.0$24.9 million for the yearsyear ended December 31, 2006, 2005 and 2004, respectively.2008. We sell background and lead generation services to Experian. Total revenue from these sales was $0.2 million, $0.3 million and $0.1 million for the yearsyear ended December 31, 2006, 2005 and 2004, respectively.

On April 27, 2004, we2008. We have also entered into a promissory note with The First American Corporation. The loan evidenced by the promissory note was a $20 million uncollateralized revolving loan, with interest payable monthly. In connection with the acquisition of the Credit Information Group, this promissory note was repaid in fullregistration rights agreement in September 2005.

On July 31, 2003,2005 (and which was amended in November 2005) with Experian pursuant to which we entered into a promissory note with The First American Corporation. The loan evidenced by the promissory note was a $10 million uncollateralized revolving loan, with interest payable monthly. The principal balancehave agreed, under certain terms and conditions, to register shares of the promissory note was payable on July 31, 2006. The promissory note was subordinated to our $20 million bank debt and bore interest at the rate payable under our $20 million bank debt plus 0.5% per annum. This promissory note was repaid in full in the first quarter of 2006.Class A common stock that Experian owns.

Related Party Transaction Approval Policy.Policy

It is our policy that the audit committee review and approve in advance all related party transactions that are required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission. If advance approval is not feasible, the audit committee must approve or ratify the transaction at the next scheduled meeting of the committee. Transactions required to be disclosed pursuant to Item 404 include any transaction between First Advantage and any officer, director or certain affiliates of First Advantage that has a value in excess of $120,000. In reviewing related party transactions, the audit committee evaluates all material facts about the transaction, including the nature of the transaction, the benefit provided to First Advantage, whether the transaction is on commercially reasonable terms that would have been available from an unrelated third-party and any other factors necessary to its determination that the transaction is fair to First Advantage. Our board of directors has adopted a written Statement of Policy With Respect to Related Party Transactions a(a copy of which may be viewed on the Corporate Governance page of the Investor Relations section of our website located at www.fadv.com or a printprinted copy may be obtained by making a written request to the Bret T. Jardine, Corporate Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716.33716).

EXECUTIVE OFFICERS

(Listed in alphabetical order)

Our executive officers, in addition to Parker Kennedy and Anand Nallathambi are listed below:

John LongEvan Barnett, 51, chief executive officer and director61, president of our multifamily services segment since 2003. Previously, Mr. Long has resignedBarnett held senior management positions with Omni International Corporation and related entities, including positions as chief executive officerCFO and Executive Vice President. Prior to his tenure with Omni International, he was employed as a director effectivecertified public accountant with Grant Thornton LLP. Mr. Barnett served as president of March 30, 2007. Beforethe National Association of Screening Agencies from 2000 to 2003. Mr. Barnett holds agent licensure for property and casualty insurance. He graduated from The American University with a Bachelor of Science degree in accounting and a master’s degree in business administration in financial management.

Bret T. Jardine, 42, was appointed Vice President, Associate General Counsel and Corporate Secretary in October 2008 and has been with the company since 2004, acting as Corporate Secretary since 2006. Prior to joining the company, Mr. Jardine was a partner in 2003,the law firm of Zimmet, Unice, Salzman, Heyman and Jardine PA. and has been practicing law for nearly 20 years. Mr. Long was with The First American Corporation since 1990, serving first as senior vice presidentJardine received his undergraduate degree from the University of sales, then asFlorida and his law degree from Stetson University College of Law.

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John Lamson, 58, chief financial officer and executive vice president and then president of First American Real Estate Tax Services, Inc. From November 1993since 2003. Prior to March 2000,joining the company, Mr. Long was president andLamson served as chief executivefinancial officer of First American Real Estate Information Services Inc., overseeinga wholly-owned subsidiary of First American, a position he held from September 1997 to June 2003. Prior to joining First American, Mr. Lamson spent over five years as a self-employed consultant. Prior to that, company’s strategic directionMr. Lamson served as chief financial officer of a financial institution and acquisitions, completing over 40 acquisitions. In March 2000,as a certified public accountant with Arthur Andersen Co. Mr. Lamson is a member of the American Institute of Certified Public Accountants and holds a Bachelor of Arts degree in business administration from the University of South Florida.

Andrew Macdonald, 45, was appointed senior vice president of corporate development in September 2007 and continues to serve as president of the First Advantage Investigative and Litigation Services segment, a position he becamehas held since January 2005. Mr. Macdonald joined the company in 2002 through the HireCheck, Inc. acquisition of Employee Health Programs, Inc. where he served as president and chief financial officer. Following the acquisition, Mr. Macdonald served as president of First Advantage Occupational Health Services Corp. and then as vice president and corporate development officer for First Advantage. He is a member of the Oxford College Board of Counselors. Mr. Macdonald received his Bachelor of Arts degree in business administration from Emory University.

Todd Mavis, 47, joined the company as executive vice president-operations on August 1, 2007. Prior to joining the company, Mr. Mavis served as president and chief executive officer of HireCheck,Danka Business Systems from April 2004 to March 2006, having joined Danka Business Systems in 2001. From 1997 to 2001, Mr. Mavis was executive vice president of Mitchell International, a leading information provider and software developer for insurance and related industries. From 1996 to 1997, Mr. Mavis was senior vice president—worldwide sales and marketing of Checkmate Electronics, Inc. where he oversaw the acquisition of Substance Abuse Management, Inc., Employee Health Programs, Inc., American Driving Records, Inc., First American Registry, Inc. and SafeRent, Inc., all of which are now part of First Advantage Corporation. Mr. Long also serves on the board of directors of First American Title Insurance Company, a wholly-owned subsidiary of The First American Corporation. He has resigned as a director effective as of March 30, 2007. Mr. Long earnedMavis holds a Bachelor of Arts degree in marketing and administration from the CollegeUniversity of New RochelleOklahoma and a Mastersmasters degree in business administration from Hofstra University in New York.San Diego State University.

Akshaya Mehta, 47,49, has been the executive vice president-corporate infrastructure since August 2007. From 2003 to August 2007, Mr. Mehta served the company as chief operating officer and executive vice president since 2003.president. Previously, Mr. Mehta served as executive vice president and chief operating officer of American Driving Records, Inc., a wholly-owned subsidiary of ours. Mr. Mehta has over 15 years of management experience and over 20 years of technology development expertise. Prior to joining American Driving Records, Inc. in 1999, Mr. Mehta served as division vice president of product development at Automatic Data Processing, Inc., vice president of development at Security Pacific Bank, and Deputy Head of Development at UBS London. Mr. Mehta earned a masters degree in computer science at the Imperial College of the University of London after obtaining a bachelorBachelor of scienceScience degree in physics and medical physics from Queen Elizabeth College of the same university.University of London.

John LamsonThomas Milligan, 56, chief53, was appointed Vice President and Corporate Treasurer in 2003. He previously served as Treasurer of First American Real Estate Information Services, Inc. which he joined in January 1998. Among other duties, Mr. Milligan manages the corporate treasury function, and other financial officermanagement, planning and executive vice president sincerelated analysis for the company. Prior to 1998, Mr. Milligan was Director of Finance for IMC Mortgage Company. Before joining IMC, he provided acquisition financing with Household Commercial Finance and worked in the Chicago office of Deloitte & Touche. Mr. Milligan received his undergraduate business degree from the University of Florida and an MBA from Keller Graduate School of Management. He is also a Certified Public Accountant.

Lisa Steinbach, 45, was appointed Vice President and Corporate Controller in 2003. Prior to joining the company, Mr. Lamson served as chief financial officerMs. Steinbach was Controller of First American Real Estate Information Services Inc., a wholly-owned subsidiaryposition she held since joining the company in 1997. Other prior experience includes over 12 years of The First American Corporation, a position he held from September 1997 to June 2003. Prior to that, Mr. Lamson served as chief financial officerincreasing responsibility with certified public accountants Cherry Bekaert and Holland, Alfa Romeo Distributors of a financial institutionNorth America, and asEckerd Corporation. Ms. Steinbach is a certified public accountant with Arthur Andersen & Co. Mr. Lamson is a member of the American Institute of Certified Public Accountantsin Florida and holds a bachelor of arts degree in business administration from the University of South Florida.

Julie Waters, 40, vice president and general counsel since 2004. Prior to joining the company, Ms. Waters was general counsel for USA Floral Products, Inc., formally a publicly traded company listed on NASDAQ. Ms. Waters was previously employed as in-house counsel for Teco Corporation and Spalding & Evenflo Corporation. Ms. Waters received her juris doctorate from George Washington University after receiving a bachelor of arts degree in English and Rhetoric & Communications from the University of Virginia.

Alan Missen, 44, chief information officer since March 2005. Prior to joining the company, Mr. Missen was with PricewaterhouseCoopers LLP, first as director of shared services applications and most recently as director of portfolio management. Before joining PricewaterhouseCoopers LLP, Mr. Missen was a senior information technology manager with Arthur Andersen LLP. Mr. Missen has more than 20 years of experience in information technology. Mr. Missen holds a bachelor of science degree in statistics from the University of Toronto.

Evan Barnett, 59, president of our multifamily services segment since 2003. Previously, Mr. Barnett held senior management positions with Omni International Corporation and related entities, including positions as CFO and Executive Vice President. Prior to his tenure with Omni International, he was employed as a certified public accountant with Grant Thornton LLP. Mr. Barnett served as president of the National Association of Screening Agencies from 2000 to 2003. Mr. Barnett holds agent licensure for property and casualty insurance. He graduated from The American University with a bachelor of science degree in accounting and a master’s degree in business administration in financial management.

Bart Valdez, 44, president of employment services segment since 2003. Mr. Valdez was named president of HireCheck, Inc. in October 2002 after joining HireCheck, Inc. in October 2000 as its chief operating officer. From August 2001 until October 2002, he also served as president of Substance Abuse Management, Inc. From June of 1998 until he joined HireCheck, Inc., Mr. Valdez served as vice president of business development and operations for Employee Information Services, Inc. HireCheck, Inc., Substance Abuse Management, Inc. and Employee Information Services, Inc. are now part of our employment services segment. He received his bachelor of scienceAccounting degree from ColoradoFlorida State University and his master’s degree in business administration from the University of Colorado.

Andrew MacDonald, 43, president of First Advantage Litigation Consulting, LLC, part of our investigative and litigation support services segment, joined the company in 2002 through the HireCheck, Inc. acquisition of Employee Health Programs, Inc. where he served as president and chief financial officer. Following the acquisition, Mr. MacDonald served as both president of First Advantage Occupational Health Services Corp. and then as vice president and corporate development officer for First Advantage. In January 2006, Mr. MacDonald was appointed to his current position .Mr. MacDonald received his bachelor of arts degree in business administration from Emory University.

Howard Tischler, 53, president of our dealer services segment, joined the company in September 2005 through the acquisition of the Credit Information Group from The First American Corporation. Mr. Tischler also oversees Teletrack, Inc., our sub-prime credit reporting company, and our interest in LeadClick Media, Inc. Prior to joining First Advantage, Mr. Tischler served as president of First American Credit Management Solutions, Inc. and served as chief executive officer and president of Credit Online until its merger with DealerTrack, Inc. in 2003. Since 2003, Mr. Tischler has served on the board of DealerTrack, which became a publicly traded company in December 2005. Mr. Tischler received his bachelor of science degree in mathematics from the University of Maryland and his masters of science degree in engineering and operations research from the George Washington University and serves on its Engineering Advisory Board.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of March 8, 2007,10, 2009, concerning (a) each person thatwho is known to us to be the beneficial owner of more than 5% of First Advantage Corporation’s Class A common stock and Class B common stock; (b) each of our named executive officers; (c) each director; and (d) all of the directors and executive officers as a group. Unless otherwise indicated, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares, except to the extent spouses share authority under applicable law. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person within 60 days of March 8, 200710, 2009 are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

(1)	Unless otherwise indicated, the address for each of the persons set forth in the table is in care of First Advantage Corporation, 100 Carillon Parkway, St. Petersburg, Florida 33716, and attention: Bret T. Jardine, corporate secretary.

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revocable.Downtown Funds. For purposes of the reporting requirements of the Exchange Act, the groupMr. Juvonen is deemed to be athe beneficial owner of such securities. Baron Capital Group and Ronald Baron disclaim beneficial ownership of shares held by their controlled entities (or the investment advisory clients thereof) to the extent such shares are held by persons other than Baron Capital Group and Ronald Baron. BAMCO disclaims beneficial ownership of shares held by its investment advisory clients to the extent such shares are held by persons other than BAMCO and its affiliates.

(7)

As reported in Amendment No. 1 to Schedule 13G dated February 14, 2006 filed with the Securities and Exchange Commission. Experian Information Solutions, Inc. filed Amendment No. 1 to Schedule 13G with the Securities and Exchange Commission on February 14, 2006 since it may deemed as part of a group with FADV Holdings LLC, The First American, Corporation, First American Real Estate Information Solutions,Services, Inc., and First American Real Estate Solutions LLC as a result of Experian Information Solutions, Inc.’s 20% ownership interest in First American Real Estate Solutions.Solutions LLC. First American Real Estate Solutions LLC owns a 36.2840% membership interest in FADV Holdings LLC (with the other members being First American, which owns a 62.5917% membership interest, and First American Real Estate Information Solutions,Services, Inc., which owns a 1.1243% membership interest). Experian Affiliate Acquisition, LLC, a Delaware limited liability company, in which Experian Information Solutions, Inc. is the sole member, owns beneficially 321,227 shares of Class A common stock and holds full voting and dispositive power of the shares held of record by it. Experian Information Solutions, Inc. does not have voting power or dispositive power over any of the shares owned by FADV Holdings, except that it may cause FADV Holdings, LLC, under certain circumstances, to distribute 17,317,073 shares of Class B stock to First American Real Estate Solutions LLC which would be required to distribute 20% to Experian Information Solutions, Inc. Such Class B common stock would convert automatically into 3,463,415 shares of Class A common stock. Following the distribution of the Class B common stock, it would convert into Class A common stock, resulting in Experian Information Solutions, Inc. owning approximately 6.5% of our

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(12)

Includes options to purchase up to 7,502300,050 shares of Class A common stock exercisable within 60 days of March 8, 2007, 200710, 2009 and 261 shares that are held for the benefit of Mr. Nallathambi by Messrs. Chatham, Connelly, Nickelson, Robert and Walker.the trustee of the First Advantage Corporation 401(k) Savings Plan.

(13)	Includes 1,500 Class A common stock held by Mr. Chatham’s spouse.

(14)	Includes options to purchase up to 1,670215,000 shares of Class A common stock exercisable within 60 days of March 8, 2007.

(15)	Includes options to purchase up to 163,385 shares of Class A common stock exercisable within 60 days of March 8, 2007,10, 2009 and 3,5244,485 shares that are held for the benefit of Mr. Lamson by the trustee of the First Advantage 401(k) Plan.

(16)(15)

Includes options to purchase up to 185,02516,700 shares of Class A common stock exercisable within 60 days of March 8, 200710, 2009.

(16)	Includes options to purchase up to 210,000 shares of Class A common stock exercisable within 60 days of March 10, 2009 and 692 shares that are held for the benefit of Mr. Mehta by the trustee of the First Advantage 401(k) Plan.

(17)	Includes options to purchase up to 66,800105,000 shares of Class A common stock exercisable within 60 days of March 8, 2007 and 261 shares that are held for the benefit of Mr. Nallathambi by the trustee of the First Advantage 401(k) Plan.

(18)	Includes options to purchase up to 95,010 shares of Class A common stock exercisable within 60 days of March 8, 200710, 2009 and 692 shares that are held for the benefit of Mr. Barnett by the trustee of the First Advantage 401(k) Plan.

(18)	Messrs. Kennedy and McMahon have entered into agreements with First American requiring them to exercise these option awards and restricted stock awards at the direction of First American and to remit any after-tax benefits they receive as a result.

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The following table sets forth as of March 8, 200710, 2009 the total number of common shares of The First American Corporation beneficially owned and the percentage of the outstanding shares so owned, based on 97,028,96093,100,373 shares of The First American Corporation common stock outstanding on that date, by:

Unless otherwise indicated in the notes following the table, those listed are the beneficial owners of the listed shares of The First American Corporation with sole voting and investment power (or, in the case of individual stockholders, shared power with such individual’s spouse) over the shares listed. The First American Corporation common shares subject to rights exercisable within 60 days of March 8, 200710, 2009 are treated as outstanding when determining the amount and percentage beneficially owned by a person or entity.

(1)

Of the shares credited to Parker S. Kennedy, chairman of the board and chief executive officer of First American, 5,20011,154 shares are owned directly and 3,186,5662,896,086 shares are held by Kennedy Enterprises, L.P., a California limited partnership of which Parker S. Kennedy is the sole general partner and D. P. Kennedy, Parker S. Kennedy’s father, is one of the limited partners. The limited partnership agreement pursuant to which the partnership was formed provides that the general partner has all powers of a general partner as provided in the California Uniform Limited Partnership Act, provided that the general partner is not permitted to cause the partnership to sell, exchange or hypothecate any of its shares of stock of First American without the prior written consent of all of the limited partners. Of the shares held by the partnership, 462,197463,799 are allocated to the capital accounts of Parker S. Kennedy and 1,851,067 are allocated to the capital account of D.P. Kennedy. The balance of the shares held by the partnership is allocated to the capital accounts of the other limited partners, who are family members of the Kennedys. Except to the extent of his voting power over the shares allocated to the capital accounts of the limited partners, Parker S. Kennedy disclaims beneficial ownership of all shares held by the partnership other than those allocated to his own capital accounts.

(2)

Includes options to purchase up to 310,000392,000 shares exercisable within 60 days of March 8, 200710, 2009, and 9,126,28511,515 shares that are allocated toheld for the benefit of Mr. Kennedy’s employee stock ownership sub-account underKennedy by the “ESOP” portiontrustee of First American’s 401(k) Savings Plan.

(3)	Includes options to purchase up to 2,000101,000 shares exercisable within 60 days of March 8, 2007.10, 2009 and 4234 shares are held for the benefit of Mr. Nallathambi by the trustee of the First Advantage 401(k) Savings Plan.

(4)	Includes options to purchase up to 14,5005,000 shares exercisable within 60 days of March 8, 2007.10, 2009.

(5)	Includes options to purchase up to 60,000180,000 shares exercisable within 60 days of March 8, 2007.10, 2009.

(6)

Includes 1,6652,365 shares held by a nonprofit corporation for which Mr. Skilling serves as a director and officer. In his capacity as an officer, Mr. Skilling has the power, acting alone, to direct the voting and disposition of the shares. Also includes 2,3732,833 shares held in twothree trusts for which Mr. Skilling serves as the trustee. In this position, Mr. Skilling has the power to direct the voting and disposition of the shares. Includes options to purchase up to 14,5005,000 shares exercisable within 60 days of March 8, 2007.10, 2009.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis DISCUSSION AND ANALYSIS

Overview. This compensation discussion describes and analyzes our compensation practices for the material elements of compensation awarded to, earned by, or paid to each of our executive officers who served asfollowing named executive officers during 2006. This compensation discussion focuses on the information contained in the following tablesofficers:

The principal elements of our executive compensation program are are:

We attempt to position the aggregate of these elements at a level that is commensurate with our size and sustained performance and to base a significant portion of overall compensation on company and individual performance.

Objectives and Philosophy.The overall objectives of our executive compensation program are to (i) enable usto:

Generally, the compensation of our executive officers is composed of a base salary, an annual incentive compensation award and equity awards in the form of stock options, restricted stock and restricted stock units. In setting base salaries for each named executive officer during 2008, the compensation committee generally reviewed information about compensation levels offor similar positions in companies comparable to First Advantage and his or her individual contribution. At the individual contributionsbeginning of the particular executive. The annual incentive compensation award for 2006 is an award determined by2008 the compensation committee originally based the targets for the 2008 annual incentive award on performance relative to pre-established goals, including earnings per share targets, business unit pre-tax profit targets and certain enhancements to company operations each executive is responsible for, however with the operations ofglobal economic downturn the company that are tailoreddid not meet its operating income threshold in 2008 to eachqualify for cash incentive payments in the 2008 senior executive officer’s job function. In addition, stockannual incentive plans. As a result, the compensation committee made discretionary awards based on what it believed to be excellent operating, strategic and financial performance in an unprecedented economic environment. Restricted Stock Units, options and restricted stock arewere granted to provide the opportunity for long-term compensation based upon the performance of our Class A common stock over time.time and as a retention tool for key executive talent.

Compensation Process.

Compensation Committee. Executive officer compensation is administered by theour compensation committee of our board of directors, which is composed of four members: Messrs. Robert, Lenihan and Nickelson and Ms. Kanin-Lovers. Messrs. Robert, Lenihan, who is not standing for re-election at the annual meeting, and Nickelson, and Ms. Sink, who resigned from our board of directors in November 2006. Messrs. Robert, Lenihan, Nickelson and Ms. Sink approved the 2006 compensation arrangements described in this compensation discussion and analysis. Mr. Robert served as chairman of the compensation committee during 2006. Effective April 1, 2007, Mr. Robert will resign as chairman of the compensation committee but will remain on the committee as a member. Effective April 2, 2007, Ms. Kanin-Lovers will replace Mr. Robert as the new compensation committee chairperson.directors. Our board of directors appoints the compensation committee members and delegateshas delegated to the compensation committee the direct responsibility for, among other matters:

Our board of directors has determined that each committee member is independent under the NASDAQ Marketplace Rules, the Securities and Exchange Commission rules and the relevant securities laws, and that each member is an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee met seven times in 2006.

Role of Compensation Experts.Pursuant to its charter, the The compensation committee is authorized to engage compensation consultants and to obtain, at company expense compensation surveys, reports on the design and implementation of compensation programs for

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directors, officers and employees, and other data and documentation as the compensation committee considers appropriate. The compensation committee has the sole authority to retain and terminate any outside counsel or other experts or consultants engaged to assist it in evaluating the evaluation of compensation of our directors and executive officers, including the sole authority to approve such consultants’ fees and other retention terms. In 2005,2008, the compensation committee engaged Watson Wyatt WorldwideMercer as its compensation consultant. Examples of projectsProjects assigned to the consultant includedinclude the evaluation of the composition of the peer group of companies, evaluation of levels of our executive compensation as compared to general market compensation data and to First Advantage’s peer companies’ compensation data,companies, and evaluation of proposed compensation programs or changes to existing programs. Atannual incentive plan performance goals.

In January 2008 the direction of the compensation committee, Watson Wyatt conducted an analysis of market compensation levels for our executive officers during 2006. Data sources for this review included publicly reported compensationCompensation Committee reviewed information for the named executive officers ofon potential comparator companies provided by Mercer and selected a group of 1218 peer companies as well as publishedto be considered in determining compensation surveys conducted by major consulting firms.for 2008. The peer companies included in this analysisfollowing 18 were selected from among U.S.-based publicly held companies that are most comparable to us in size and industry. This group of 12 peer companies included:industry:

During January and February 2008 Mercer provided the Committee with competitive market data for First Advantage senior executive compensation programs. The data reflects publicly disclosed data regarding the compensation programs of the named executive officers of the 18 peer companies described above, as well as compensation data from published compensation surveys conducted by major consulting firms. Competitive market data is used by management and the Committee to assist in determining compensation programs (including pay levels and vehicles) for senior executives including the named executive officers. The Committee also engaged Mercer to update this review in September 2008.

Based on this analysis, targetedthe compensation committee targets total direct compensation (the sum of salaries, targetlevels (base salary, annual incentive opportunity and the estimated value of our long-term incentive awards as of the date they wereare granted) for our executive officers is generally between the median and the 75^th percentile ofat competitive market levels. The compensation committee considers these compensation levelsthis to be within the range of competitive market practice.

Role of Our Executive Officers in the Compensation Process.When setting executive officer compensation, in In the fall or in Januaryfirst quarter of each year, Mr. Long would presentthe chief executive officer presents a report to the compensation committee containing his recommendation ofrecommending the upcoming year’s salary, bonus for the prior year, and long-term incentive award levels for certainnamed executive officers as well as other executives, other than himself. The compensation committee useduses this report and the reports of its consultant to determine executive officer compensation for the upcoming year. Executive officers are not present during compensation committee or board of directors deliberations concerning their compensation. The report by the chief executive officer includes a discussion of the quantitative and qualitative performance for the prior year as well as an assessment by the chief executive officer of the achievement of quantitative and qualitative goals and objectives. The chairman of the board is present when evaluating performance and setting the chief executive officer’s salary and bonus.

Components of Compensation.

Our 2006The components of our 2008 compensation program elements were primarily structured to provide compensation competitive with that of other similarly titled officers atcomparable companies, comparable to First Advantage and to reward our executive officers for achievingthe achievement of certain financial and business objectives.objectives and as a retention tool for key executive talent.

Base Salaries. Base salaries for our executive officers arewere set within ranges, which are targeted around the competitive norm for similar executive positions in similar companies. Individual salaries may be above or below the competitive norm based on the individual’s contribution to business results, capabilities and qualifications, potential and the importance of the individual’s position to our success. In this context, similar companies are

defined as those that are comparable to us in size and scope, and in the nature of their businesses. Our executive officers do not have employment agreements. During 2006,In early 2008, salaries of our named executive officers were adjusted as follows. Mr. Long’s salary was increased from $440,000based on overall strong company financial results for 2007, and to $600,000, andbe more commensurate with the pay levels for executives in similar positions within our specified competitive peer group. Mr. Nallathambi’s salary was increased from $400,000$625,000 to $525,000. The increases were given in recognition of the increased size of our company following the acquisition of the Credit Information Group from The First American Corporation and to ensure that their compensation was commensurate with executives of similarly sized companies.$700,000. Mr. Lamson’s salary was increased from $240,000$350,000 to $275,000 as a result of new financial and accounting responsibilities arising out of the Credit Information Group acquisition,$375,000. Mr. Mavis’ salary was increased from $325,000 to make Mr. Lamson’s base salary more commensurate with that of other chief financial officers for similarly sized companies and for his key role in the Credit Information Group acquisition.$375,000. Mr. Mehta’s salary was increased from $290,000$336,000 to $310,000 as a result of his key role in strategic projects for the company.$345,000. Mr. Barnett’s salary was increased from $250,000$288,750 to $275,000 for the good performance of his segment, despite increased regulatory costs.$297,400. For 2009, salaries were “frozen” and no increases were provided to executive officers.

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Annual Cash Incentive Awards. Our annual bonus plan isawards were intended to: (i) compensate executive officers directly if strategic and financial performance targets are achieved and (ii) reward executive officers for performance in those activities that are most directly under their control and for which they are held accountable. Corporate, business unit and individual performance goals under the annual incentive plan arewere linked to theour annual business plan and budget. Overall,The total cash compensation (the sum of salary and bonus) for our executive officers iswas intended to be competitive with market practice for similar executive positions in similar companies when performance goals under the annual bonus plan are achieved.

In March 2006,February 2008, the compensation committee adopted the senior executive annual incentive programplan for fiscal year 2006,2008, which set the performance measurements to be used to determine whether certain senior executives, with the exception of Mr. Nallathambi, were eligible to receive a bonus for 2006. Cash2008. Bonuses granted under the 2008 senior executive annual incentive program were expressed as a percentage of base salary and were awarded based on achieving certain quantitative and qualitative performance goals. Messrs. Lamson, Mavis, Mehta and Barnett were entitled to a cash bonus based on the achievement of their stated goals as long as First Advantage achieved company operating income in 2008 of at least $108,264,000. No cash bonus would have been paid if the threshold operating income goal was not met.

Mr. Nallathambi’s senior executive annual incentive plan was adopted by the compensation committee in May 2008 and included both cash bonus and equity bonus components. Mr. Nallathambi was entitled to a cash bonus based on achieving certain quantitative and qualitative goals as long as First Advantage achieved 75% ($108,264,000) of its operating income goal for 2008. Mr. Nallathambi’s target cash bonus equaled 100% of his salary. The minimum bonus that he was eligible to receive was 50% of his salary and the maximum bonus was 200% of his salary. Additionally, Mr. Nallathambi was eligible to receive an equity bonus based on achieving certain levels of operating income in 2008. Achieving 75% ($108,264,000) of the company’s operating income goal, would result in Mr. Nallathambi receiving a restricted stock unit award in 2009 with a value of $300,000. At achieving 100% ($144,390,000) or greater of the operating income goal, Mr. Nallathambi would receive a restricted stock unit award in 2009 with a value of $600,000. The award value would be pro-rated for achieved levels of operating income between 75% to 100% of goal. In 2009, after audited financial results are publicly released, the actual restricted stock unit award value would be determined. At that time, the award value would be divided by the company’s closing stock price on the date the award amount was approved by the compensation committee, resulting in a specific number of restricted stock units. This award then vests ratably in one-third increments over the next 3 years (2010, 2011 and 2012).

Incentive awards issued under the 20062008 senior executive annual incentive programplans for Messrs. Nallathambi, Lamson, Mavis, Mehta and Barnett are subject to adjustment at the compensation committee’s discretion. For executives other than Messrs. Long and Nallathambi, these adjustments may be positive or negative, and for Messrs. Long and Nallathambi, adjustments may only be negative. In making such adjustments, the committee may take into account subjective factors outside the performance measurement goals set for each executive officer at the beginning of the year.

Bonuses granted underThe following summarizes the 2006 seniorannual cash incentive plan targets and weightings for each executive annualofficer:

The company did not achieve the threshold level of operating income in 2008 to enable bonus payments to executives. The compensation committee made discretionary awards based on what it believes to be excellent operating, strategic and financial performance in an unprecedented economic environment. The awards for Messrs. Nallathambi, Lamson, Mavis and Mehta approximate the level of operating income achieved against plan. The award for Mr. Barnett

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reflects the at plan performance of the Multi-Family business segment that he manages. Additionally, the compensation committee made a discretionary equity bonus award in March 2009 to Mr. Nallathambi. He received a total award value of $162,000, which resulted in 16,200 restricted stock units. The award vests ratably over the next 3 years (2010, 2011 and 2012). The equity bonus program which was in place for the last three years will be discontinued for 2009.

For 2009, the range for cash incentive program are expressedawards as a percentage of base salary has been changed to reflect the current economic conditions. Payouts will not exceed 150% of target and, are awarded based on the achievement of certain quantitative and qualitative performance goals. However, no bonuses couldas with equity incentive awards, will be awarded under the 2006 senior executive annual incentive program if threshold quantitative goals related to corporate financial performance were not met. Messrs. Lamson and Mehta were entitled to a cash bonus based upon a percentage of their respective base salaries upon the achievement by First Advantage of earnings of at least $1.00 per share and certain qualitative factors based on the executives’ ability to achieve certain enhancements to the operations of the company. No cash bonus would have been awarded if threshold quantitative measurements related to corporate financial goals were not met.directly aligned with company performance.

Under the 2006 senior executive annual incentive program, Messrs. Long and Nallathambi were entitled to a cash bonus based upon a percentage of their respective base salaries upon the achievement by First Advantage of earnings of at least $1.00 per share. For both, the maximum percentage of their base salary available for a cash bonus award was 125 percent upon the achievement by First Advantage of earnings of at least $1.24 per share. In addition to the cash bonus, both Messrs. Long and Nallathambi were eligible for an equity bonus of 16,000 shares of restricted stock based upon the achievement by First Advantage of earnings of at least $1.00 per share and 40,000 shares of restricted stock based upon the achievement by First Advantage of earnings of at least $1.24 per share. The equity award is subject to vesting over a period of four years from the date of the award. No cash bonus or equity bonus would have been awarded to either executive if threshold quantitative goals related to corporate financial performance were not met.

The weight of each of the performance measurements and the percentage of goals achieved for each named executive officers that was a participant in the 2006 senior executive annual incentive program listed below is as follows:

Long-Term Incentive Compensation. We currently administer our long-term incentive compensation through the First Advantage Corporation 2003 Incentive Compensation Plan. A total of 7.0 million shares of Class A common stock are available for issuance under the plan. The plan is administered by the compensation committee. At December 31, 2006, stock options to purchase 4,201,4822008, 3,491,557 shares of Class A common stock (in the form of options) and 173,397340,499 shares of restricted stock were outstanding under the plan. Options vest over three years at a rate of 33.4% for the first year and 33.3% for each of the two following years. RestrictedEach option grant expires ten years after the grant date, and restricted stock vestvests over three years at a rate of 33.3% for the first two years and 33.4% for the last year. Restricted Stockstock units vest over three years at a rate of 33.3% for the first two years and 33.4% for the last year. Each option grant expires ten years after the grant date.

The primary purposes of the long-term incentive program are to align the interests of executive officers and other key employees with those of our stockholders and to attract and retain key executive talent. Employees eligible for the long-term incentive program includesinclude those who are determined by the compensation committee to be in key policy-setting and decision-making roles, and to have responsibilities that contribute significantly to achieving our earnings goals. The size of an individual’s long-term incentive award is based primarily on individual performance, the individual’s responsibilities and position with our company.position. Long-term incentive award values are intended to be competitive with market practice for similar executive positions in similar companies.

In 2005, we provided an opportunity for executive officers to elect to receive restricted stock units representing our stock in lieu of some or all of the executive officers’ annual bonus payments. To provide an incentive to acquire our shares through this program, and thereby to align executive officers’ interests more closely with those of our stockholders, we provided a 33% match on these restricted stock unit purchases. These restricted stock units were subject to vesting requirements based on the executive’s continued employment. Eligibility for this program was determined by the compensation committee in its discretion. We may decide to offer this opportunity again in the future. Currently, this program is not being offered.

In 2006, the compensation committee adopted the Flexible Long-Term Incentive Plan. This plan iswas offered in 2006 and in 2007 and was administered under the 2003 Incentive Compensation Plan. Under the terms of this plan, designated key members of management are selected annually to participate. The purpose of this plan iswas to ensure that First Advantage achieves its long-term goals and objectives. Participants in the program arewere identified at the beginning of each year, and participation in the plan may vary from year to year. This program was adopted because the compensation committee understands the importance of maximizing each individuals’ personal financial goals, objectives, and planning. While the committee feels strongly that equity incentives should align with shareholders, it also feels strongly about encouraging employee stock ownership. To increase the perceived value of the long-term incentive program to participants, this plan allows participantsParticipants were permitted to make an annual election of the form in which stock incentives are awardedof awards from among (i) stock options (our current program), (ii) restricted stock (full-value shares of stock), (iii) restricted stock units (phantom units that the participant can convert to full-value shares at some future date of their choosing), or (iv) a combination thereof. All equity incentives granted under the plan have a 3-year graded time-based vesting schedule. Continued employment and satisfactory performance is required to meet the vesting requirements. For participantsParticipants making an election they can chosechoose to receive stock options and restricted

stock/units (l-value(one value share/unit for every 3three stock options the participant elects not to receive). If participants do not make an election at a chosen date in February, the participant receives options as a default election.

In 2008, the compensation committee decided to discontinue the Flexible Long-Term Incentive Plan and to instead offer only restricted stock units to participants who are identified at the beginning of each year. Participation in the new long term incentive plan, which is administered under the 2003 Incentive Compensation Plan, may vary from year to year. The committee determined that awards of restricted stock units as opposed to other forms of equity grants provides for superior alignment of executives’ interests with our shareholders’ interest and simultaneously encourages employee stock ownership. Additionally, the committee believes that the use of restricted stock units is a valuable executive retention tool. All equity incentives granted under the plan have a three year graded time-based vesting schedule. Continued employment and satisfactory performance is required to meet the vesting requirements.

For 2009 long term incentive equity awards were reduced in comparison to the number of restricted stock units awarded in 2008 in alignment with company performance and to reflect the current economic conditions.

Participation in The First American Corporation’s Benefit Plans. The First American Corporation maintains a pension plan and a supplemental benefit plan.plans. Employees of First Advantage and its subsidiaries who were participants in The First American Corporation’s defined benefit pension plan prior to First Advantage’s June 5, 2003 acquisition of The First American Corporation’s screening technology division, and who have become employees of First Advantage or its

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subsidiaries in connection with such acquisition generally are permitted to continue their participation in the pension plan, to the extent available to employees of First American. As of December 31, 2001, no new participants have been or will bewere permitted to participate in the defined benefit pension plan. Currently, only Mr. Long, Mr.Messrs. Nallathambi, Lamson and Mr. LamsonBarnett participate in this plan.

The First American Corporation maintains both an executive and management supplemental benefit plan that providesprovide retirement benefits for, and pre-retirement death benefits with respect to, certain key management personnel. Under the plan,plans, which were amended in 2007, a participant upon retirement at normal retirement date (the later of age 6562 or, unless either waived by itsThe First American Corporation’s board of directors, completion of 10 years of service),service or five years as a participantplan participant) receives a 50% joint life and 50% survivor annuity benefit equal to 35%30% of “final average compensation.”compensation” under the executive plan or 15% of “final average compensation” under the management plan. “Final average compensation” is determinedthe average annual compensation, generally composed of base salary, cash bonus and sales commissions, for those three calendar years outthe five-year period ending on December 31 of the last 10 years of employmentcalendar year immediately preceding retirementthe calendar year in which final average compensation is the highest. Final average compensation includes base salary and commissions, cash bonuses and stock bonuses that are granted to compensate for past services.participant retires.

The benefit is reduced by 5%5.952% for each year prior to age 62 in which retirement occurs under the executive plan or 7.143% for each year prior to normal retirement date in which retirement occurs and, until age 70, increased by 5% (compounded in order to approximateunder the annuitized value of the benefit had retirement occurred at age 65) for each year after such date in which retirement occurs. With respect to such postponed retirement, the plan takes into account covered compensation received until age 70, so that the retirement benefit of an executive who retires after normal retirement date is determined as the greater of the annuitized benefit or the benefit calculated using final average compensation until age 70.management plan.

To be eligible to receive benefits under the plan,plans, a participant must be at least age 55, have been one of The First American Corporation’s employees, or an employee of one of its subsidiaries, for at least 10 years under the executive plan or 15 years under the management plan and, unless waived by its board of directors, covered by the planplans for at least five years. A pre-retirement death benefit is provided consisting of 10 annual payments, each of which equals 50% of final average compensation. In the event of a “change in control” (as defined in the plan)plans) of The First American Corporation, a participant who retires after the change in control shall receive the same benefits as if he or she were retiring upon the attainment of normal retirement date.

Currently, only Mr. Long and Mr. Nallathambi participateis the only named executive officer who participates in this plan, along with two other employees of First Advantage.the executive plan.

Stock Ownership Requirements. We do not currently have any policy or guidelines that require a specified ownership of our common stock by our directors or executive officers or stock retention guidelines applicable to equity-based awards granted to directors and executive officers. We do, however, encourage senior executives to build ownership commensurate with their level within the organization. In addition, the compensation committee, as part of its deliberations during the year, reviews stock ownership by our directors and officers. As of March 8, 2007,10, 2009, our executive officers as a group owned approximately 32%2% of our outstanding Class A common stock.

Stock Option Practices. We have awarded all stock options to purchase our Class A common stock to executive officers at or above the fair market value of our common stock at the grant date. Stock options are only issued four times per year on pre-established grant dates. These award dates occur after the release of our quarterly financial results. All awards are approved by the compensation committee. For 2009, it is the intent of compensation committee that only restricted stock units will be awarded to certain levels of management. To the extent restricted stock units are awarded in 2009, the issuance shall be only four times a year based on the identical pre-established grant dates established by the compensation committee for the issuance of options.

Perquisites and Other Personal Benefits. Supplemental benefits are offered to selected executive officers with the goal of attractingwhere they are specifically related to job and retaining key executive talent.work assignments. Our philosophy is to de-emphasize executive perquisites so we only provide certain executive officers with a reimbursement for dues of social organizations for the purpose of enhancing business opportunities and with automobile allowances.allowances related to job and work assignments.

Post-termination Compensation.

In 2006, none of our executive officers have severance or change in control agreements. The First Advantage Corporation 2003 Incentive Compensation Plan calls for accelerated vesting of all awards in the event of a change in control of First Advantage or The First American Corporation or us.Corporation. In addition, Mr. Long and Mr. Nallathambi participateparticipates in the First American Corporation’s supplemental benefit plan, which calls for accelerated vesting of all benefits in the event of a change in control of The First American Corporation. In 2007, Mr. Long and First Advantage entered into a transition agreement in connection with his resignation.

Tax Implications of Executive Compensation.Our aggregate deductions for each named executive officer compensation are potentially limited by Section 162(m) of the Internal Revenue Code of 1986, as amended, to the extent the aggregate amount paid to an executive officer exceeds $1.0 million, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified in the Internal Revenue Code. The compensation committee considers adoption of plans which can satisfy the requirements of Section 162(m); however, its overall compensation philosophy is not dictated by meeting such requirements.

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Approaches for 2009.The current global economic conditions and the widespread concern over executive pay are being addressed by the compensation committee and management as it relates to executive compensation. We believe that our compensation programs are balanced, reasonable and help us retain the world’s best talent and are appropriately proportionate to the performance of the Company as a whole. While overall prevailing economic conditions are not necessarily within the control of our executives’ ability to dictate Company performance, we believe that it is appropriate for certain components of compensation to decline during periods of economic stress, reduced earnings and lower stock prices. It is in this context that the compensation committee set forth a decision to freeze executive salaries for 2009 and as was done this past year, to align equity incentives with the current status of the economy and with the Company.

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The compensation committee of the board of directors has reviewed and discussed the Compensation Discussion and Analysis with management.

Based on this review and discussion, the compensation committee recommends to the board of directors that the Compensation Discussion and Analysis be included in First Advantage’s Annual Report on Form 10-K for the year ended December 31, 2008 and in this proxy statement each to be filed with the Securities and Exchange Commission.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation offor each individual who served at any time during 20062008 as our principal executive officer and our principal financial officer. We have also included ourofficer, and the other three other most highly compensated executive officers who were serving as our executive officers as ofat the fiscal year ended December 31, 2006 (other than the principal executive2008 and principal financial officers).whose total compensation exceeded $100,000. We refer to each of the individuals named in the table below as “named executive officers”.

Advantage’s consolidated financial statements as set forth in the First Advantage’s Form 10-K for the year ended December 31, 2006. 2008. These option awards are for First Advantage Corporation and The First American Corporation.

(4)(5)

Reflects only positive increases in values in The First American Corporation Pension Plan, The First American Corporation Executive Supplemental Benefit Plan and The First American Corporations Deferred Compensation Plan.

(6)	Excludes loss of investment earnings during 2008 in The First American Deferred Compensation Plan of $(143,016) for Mr. Nallathambi, $(120,362) for Mr. Lamson, and $(385,015) for Mr. Mehta.

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We have no employment agreements with ourGrants of Plan-Based Awards

The following table provides information concerning equity-based compensation granted to the named executive officers.officers during 2008 under the First Advantage Corporation 2003 Incentive Compensation Plan.

Additional Information Relating to Our Summary Compensation and Grants of Plan-Based Awards Tables

The compensation plans under which remuneration was paid and grants in the following table were made to our named executive officers are generally described in under “Compensation Discussion and Analysis” above.

Grants of Plan-Based Awards

The following table provides information concerning equity-based compensation granted to the named executive officers during 2006 under any plan.

column captioned “Non-Equity Incentive Plan Compensation.” No future awards will be made under the plan’s 2006 annual cash incentive award. The 2006 senior executive annual incentive program is described in greater detail in the section of the proxy statement captioned, “Compensation Discussion and Analysis—Components of Compensation—Annual Cash Incentive Awards.”

(2)

This award represents a portion of Messrs. Long’s and Nallathambi’s annual incentive compensation plan, as approved by the compensation committee, based on achieving certain earnings per share levels for 2006. In February 2007, the compensation committee determined Messrs. Long and Nallathambi each earned 36,160 shares of restricted stock. These shares will vest in one-quarter increments over the next 4 years (2008, 2009, 2010 and 2011). Based on the date the compensation plan was approved by the committee, April 21, 2006, these 36,160 share awards each have a grant date fair value of approximately $876,157 based on the closing stock price on that date of $24.23.

(3)

Represents a portion of the 2005 annual incentive plan awards that would have been paid in 2006 but were previously elected by the participants to be deferred into the Management Stock Purchase Plan (“MSPP”). The MSPP is a sub plan under the 2003 Incentive Compensation Plan that enables select executives to defer a portion of their incentive compensation award as restricted stock units. First Advantage provides a match of 1 unit for every 3 units purchased by the executive. All units vest in one-third increments over the next 3 years (2007, 2008 and 2009), unless the executive selected a later future settlement date. The 30 day average trading price for the last month of 2005 was used to calculate the number of restrictive stock units purchased. The average trading price was $28.33. This program was only offered in 2005. The following shares were awarded under this program:

Outstanding Equity Awards at Fiscal Year-End – First Advantage Corporation

The following table provides information concerning unexercised options, unvested stock and equity incentive plan awards outstanding related to First Advantage’s Class A common stock as of December 31, 20062008 for each named executive officer.