UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

C

OM
MISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Stat
ement
Pursuant to Section 14(a) of the

Securities

Exchange Act of 1934

(Amendment No.                )

Filed by the Registrantx  ☒
Filed by a Party other than the Registrant¨

  ☐

Check the appropriate box:

¨ Preliminary proxy statementProxy Statement

¨ 
Confidential, for Use of the Commission Only(asOnly (as permitted by Rule
14a-6(e)(2))

Definitive proxy statementProxy Statement

¨ Definitive additional materialsAdditional Materials

¨ 
Soliciting Materials pursuantMaterial Pursuant to Rule 14a-11(c) or Rule 14a-12
§240.14a-12

FIRST ADVANTAGE CORPORATION

(Name of Registrant as Specified inIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:


(2) Aggregate number of securities to which transaction applies:


(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4) Proposed maximum aggregate value of transaction:


(5) Total fee paid:


¨ Fee paid previously with preliminary materials.materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11


LOGOLOGO


LOGO

April 26, 2023

Dear Stockholders:Stockholder:

I am very pleased to invite you to attend the 2008 annual meeting of stockholders ofPlease join us for First Advantage Corporation, a Delaware corporation,Corporation’s Annual Meeting of Stockholders to be held on Thursday, June 8, 2023, at 2:00 p.m., Eastern Time. The Annual Meeting will be held in the Eagle Auditorium of our offices, located at 12395 First American Way, Poway, California 92064, on April 29, 2008 at 9:00 a.m. Pacific Time.

Details of the business toa virtual meeting format only and will be conducted at the meeting are given in the attached notice of annual meeting and proxy statement.

We hope that you arevia live audio webcast. You will be able to attend the annual meeting. It is important that youAnnual Meeting online, vote your shares whetherelectronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.proxydocs.com/FA and entering the control number shown on your Notice of Internet Availability of Proxy Materials, proxy card, or notthe instructions that accompanied your proxy materials.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites receipt, reduces costs and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 26, 2023 to our stockholders of record at the close of business on April 11, 2023. The notice contains instructions on how to access our Proxy Statement and 2022 Annual Report and vote online. If you are ablewould like to attendreceive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in person. the notice.

We urge you to read the accompanying proxy statementmaterials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the nominees listed in the Proxy Statement, “FOR” the ratification of Deloitte & Touche LLP, and “ONE YEAR” for the frequency of future advisory votes on the matters presented by filling in the appropriate boxes on the enclosed proxy card and returning it promptly. Ifcompensation of our named executive officers.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and preferpromptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone, or by proxy card in person, you may do soadvance even if you have returnedplan to attend the Annual Meeting. By doing so, you will ensure that your proxy card. You may also revoke a proxyshares are represented and voted at any time before it is exercised.the Annual Meeting.

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

Sincerely,

LOGO

Anand Nallathambi

LOGO

Scott Staples

Chief Executive Officer and President


FIRST ADVANTAGE CORPORATION

12395 First American Way

Poway, California 92064

NOTICE OF ANNUAL MEETING

To be Held on April 29, 2008

The 2008 annual meeting of stockholders of First Advantage Corporation, a Delaware corporation, will be held in the Eagle Auditorium of our offices, located at 12395 First American Way, Poway, California 92064, on April 29, 2008 at 9:00 a.m. Pacific Time, and at any adjournments thereof, for the following purposes: OF STOCKHOLDERS

 

1.
TIME

2:00 p.m., Eastern Time, onThursday, June 8, 2023

VIRTUAL
LOCATION

You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.proxydocs.com/FAand entering the control number shown on your Notice of Internet Availability of Proxy Materials, proxy card, or the instructions that accompanied your proxy materials to join the Annual Meeting.

ITEMS OF
BUSINESS

1. To elect our board of directors to serve until our 2009 annual meeting of stockholders, or such later time as their successors may be elected and are qualified; and

the three Class II director nominees listed in the Proxy Statement.

 

2.

To transactratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.

3. To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of our named executive officers.

4. To consider such other business as may properly come before the meeting.Annual Meeting and any adjournments or postponements thereof.

RECORD
DATE

You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 11, 2023.

VOTING BY
PROXY

To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing, and returning a proxy card. Voting procedures are described on the following page and on the proxy card.

Our boardBy Order of directors has fixedthe Board of Directors,

LOGO

Bret T. Jardine

Executive Vice President, General

Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 8, 2023: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) are available free of charge at https://investors.fadv.com/financials-filings/sec-filings and at www.proxydocs.com/FA. A list of stockholders of record at the close of business on MarchApril 11, 2023 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 2008days prior to the Annual Meeting at our principal executive offices at 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328, and electronically during the Annual Meeting by registering at www.proxydocs.com/FA.


PROXY VOTING METHODS

If, at the close of business on April 11, 2023, you were a stockholder of record, you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the Internet, by telephone, or by mail. You may also revoke your proxies at the times and in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone, or mail vote must be received by 2:00 p.m., Eastern Time, on June 8, 2023 to be counted. If you hold shares through a broker, bank, or other nominee, please refer to information from your bank, broker, or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

Go to the website www.proxypush.com/FA and follow the instructions, 24 hours a day, seven days a week.

You will need the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.

BY TELEPHONE

From a touch-tone telephone, dial (866) 506-3604 and follow the recorded instructions, 24 hours a day, seven days a week.

You will need the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.

BY MAIL

If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials.

Mark your selections on the proxy card.

Date and sign your name exactly as it appears on your proxy card.

Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US.

THANK YOU FOR VOTING.


Table of Contents

GENERAL INFORMATION1
PROPOSAL NO. 1—ELECTION OF DIRECTORS6

Nominees for Election to the Board of Directors in 2023

7

Continuing Members of the Board of Directors

8
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS10

Director Independence and Independence Determinations

10

Director Nomination Process

10

Controlled Company Exemption

12

Communications with the Board

12

Board Committees and Meetings

13

Committee Charters and Corporate Governance Guidelines

15

Global Code of Conduct and Ethics

15

Oversight of Risk Management

15

Executive Officers of the Company

17
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18

Audit and Non-Audit Fees

19

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

19

Report of the Audit Committee

20
PROPOSAL NO. 3—NON-BINDING VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION21
EXECUTIVE COMPENSATION22

Compensation Discussion and Analysis

22

Report of Compensation Committee

30

Summary Compensation Table

30

Employment Agreements with Named Executive Officers

31

Grants of Plan Based Awards for 2022

34

Outstanding Equity Awards at 2022 Year End

35

Option Exercises and Stock Vested in 2022

36

Potential Severance Payments or Benefits on a Termination without Cause or for Good Reason under Named Executive Officer Employment Agreements

36

Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control

38

Summary of Potential Payments on Termination and/or Change in Control

39

Pay Versus Performance

41

Compensation Committee Interlocks and Insider Participation

43
COMPENSATION OF DIRECTORS43
EQUITY COMPENSATION PLAN INFORMATION45
OWNERSHIP OF SECURITIES46
TRANSACTIONS WITH RELATED PERSONS48
STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING50
HOUSEHOLDING OF PROXY MATERIALS50
OTHER BUSINESS51

Web links throughout this document are provided for convenience only, and the content on the referenced

websites does not constitute a part of this Proxy Statement.


LOGO

FIRST ADVANTAGE CORPORATION

1 Concourse Parkway NE, Suite 200, Atlanta, GA 30328

Telephone: (888) 314-9761

PROXY STATEMENT

Annual Meeting of Stockholders

June 8, 2023

GENERAL INFORMATION

Why am I being provided with these materials?

We are providing this Proxy Statement to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of First Advantage Corporation of proxies to be voted at our Annual Meeting of Stockholders to be held on June 8, 2023 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability. Except where the context requires otherwise, references to “First Advantage,” “the Company,” “we,” “us,” and “our” refer to First Advantage Corporation.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

Proposal No. 1: Election of the three Class II director nominees listed in this Proxy Statement.

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLPas our independent registered public accounting firm for 2023.

Proposal No. 3: Determination, in a non-binding advisory vote, of the frequency of future non-binding votes on the compensation paid to the named executive officers (the “Say on Frequency Proposal”).

Who is entitled to vote?

Stockholders as of the close of business on April 11, 2023 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 146,841,392 shares of our common stock outstanding. Holders of our common stock have one vote for each share held as of the Record Date, for determining theincluding shares:

Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

Held for you in an account with a broker, bank, or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank, or nominee how to vote their shares.

First Advantage Corporation | 2023 Proxy Statement

1


What constitutes a quorum?

The presence in person or by proxy of our Class A and Class B common stock entitled to noticestockholders holding a majority in voting power of the meeting, as well as for determining the holdersissued and outstanding shares of our Class A and Class B common stock entitled to vote at the meeting.Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

All stockholdersWhat if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the person presiding over the Annual Meeting may adjourn the Annual Meeting until a quorum is present or represented.

How many votes are invitedrequired to attendapprove each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the annual meetingdirector nominees with the greatest number of votes cast, even if less than a majority, will be elected (Proposal No. 1). There is no cumulative voting.

Under our Bylaws, the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 (Proposal No. 2) requires the vote of the holders of a majority of the voting power of the shares of common stock present in person. All stockholders also are respectfully urged to execute and return the enclosed proxy card as promptly as possible. Stockholders who execute a proxy card may nevertheless attend the annual meeting, revoke theirperson or represented by proxy and entitled to vote at the Annual Meeting. It is important to note that the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 (Proposal No. 2) is non-binding and advisory. While the ratification of Deloitte & Touche LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee to consider the selection of a different firm.

With respect to the Say on Frequency Proposal (Proposal No. 3), you may vote every “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.” The frequency that receives the vote of the holders of a majority of the voting power of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting will be deemed the preferred frequency, provided, that, in the event that no option receives such a majority of the votes, the option that receives the most votes will be deemed to be the preferred frequency for future advisory votes on named executive officer compensation and the Board will consider the results in selecting the frequency of future advisory votes on named executive officer compensation.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposals No. 1 and No. 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on these proposals. Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares in person. Please readon this proposal.

How are votes counted?

With respect to the accompanying proxy statementelection of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “WITHHELD” will have the same effect as an abstention and proxy card for informationwill not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the annual meeting and voting.outcome of Proposal No. 1.

By Order Of The Board Of Directors

LOGO

Julie A. Waters

Vice President, General Counsel

St. Petersburg, Florida

March 25, 2008


FIRST ADVANTAGE CORPORATION

12395 First American Way

Poway, California 92064

PROXY STATEMENT

for

Annual Meeting of Stockholders

April 29, 2008

The board of directors of First Advantage Corporation is soliciting proxies for use atWith respect to the annual meeting of stockholders to be held in the Eagle Auditoriumratification of our offices, located at 12395 First American Way, Poway, California 92064,independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. There are no broker non-votes with respect to Proposal No. 2, as brokers are permitted to exercise discretion to vote uninstructed shares on April 29, 2008 at 9:00 a.m., Pacific Time, and at any adjournments thereof. On or about March 27, 2008, we began sending the attached notice of annual meeting, this proxy statement, the enclosed proxy card, and our annual report for 2007 (which is not part of the proxy soliciting materials) to all holders of record of our Class A and Class B common stock entitled to receive such materials and vote.

Frequently Asked Questions About The Annual Meetingproposal.

 

Q:What will be voted on at the annual meeting?

A:The purpose of the annual meeting is to elect our directors for a one-year term and to transact any other business that may properly be presented.

Q:Does

First Advantage Corporation have a recommendation on voting? | 2023 Proxy Statement

2

A:Yes. The board of directors recommends that you vote “FOR” the nominees for director set forth in the attached proxy card.

With respect to the Say on Frequency Proposal (Proposal No. 3), you may vote every “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal and broker non-votes will have no effect on the outcome of the Say on Frequency Proposal. If no alternative receives the affirmative vote of a majority of the voting power of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting, the frequency that receives the highest number of votes cast by stockholders will be deemed the frequency preferred by stockholders for future advisory votes on named executive officer compensation.

Q:Who is entitled to vote at the meeting?

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.

A:Holders of record of our Class A common stock and our Class B common stock at the close of business on March 10, 2008 are eligible to vote at the annual meeting. On March 10, 2008, there were 11,524,745 shares of Class A common stock outstanding and 47,726,521 shares of Class B common stock outstanding.

How does the Board recommend that I vote?

Q:What shares can I vote?

Our Board recommends that you vote your shares:

A:You may vote all shares owned by you as of March 10, 2008. This includes all shares you hold directly as the record holder and all shares you hold indirectly as the beneficial owner.

Q:How many votes will I have?

A:

Holders of our Class A common stock will have one vote for each share held of record on March 10, 2008. The holder of our Class B common stock will have ten votes for each shareheld of record on March 10, 2008. Cumulative voting is not permitted. The First American Corporation, along with its joint venture with Experian Information Solutions, Inc. owns 100% of our outstanding Class B common stock, and therefore controls approximately 97% of our voting power.

Q:What is the difference between record ownership and beneficial ownership?

A:Most stockholders own their shares through a stockbroker or other nominee rather than directly in their own names. There are some differences in how to vote, depending on how you hold your shares.

 

 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 materials are being sent to you through your

i


 

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.

Q:How do I vote?

A:You can vote on matters that come before the meeting in two ways:

You can come to the annual meeting and vote in person; or

You can vote by filling out, signing and returning the proxy card or voting instruction card.

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 not you plan to attend the annual meeting in person, please fill in and sign the enclosed proxy card or instruction card and return it promptly.

Q:Can I revoke my proxy?

A:Yes. You may revoke your proxy after you have signed and returned it at any time before the proxy is voted at the annual meeting. There are three ways to revoke your proxy:

You may send in another proxy card with a later date;

You may notify Bret Jardine, Secretary of First Advantage Corporation, in writing before the annual meeting that you have revoked your proxy; or

You may vote in person at the annual meeting.

Q:What is the quorum requirement?

A:

A quorum of stockholders is necessary to hold a valid meeting. A majority“FOR” each of the outstanding shares of Class A and Class B common stock on March 10, 2008 taken as a whole, presentII director nominees set forth in person or represented by proxy at the beginning of the annual meeting, constitutes a quorum. Ifyou have returned a properly signed proxy card, you will be considered present at the meeting and counted in determining the presence of a quorum.this Proxy Statement;

 

 Shares represented by proxies that withhold authority to vote

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm 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 nominees2023; 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) 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.

 

Q:

“FOR” “ONE YEAR” with respect to the Say on Frequency Proposal.

Who will count the vote?

Representatives of Mediant Communications, Inc. (“Mediant”) will tabulate the votes and act as inspectors of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

By Internet—You may submit your proxy by going to www.proxypush.com/FA and by following the instructions on how to complete an electronic proxy card. You will myneed the control number included on your Notice of Internet Availability or your proxy be voted?card in order to vote by Internet.

 

A:Shares represented

By Telephone—You may submit your proxy by dialing (866) 506-3604 and by following the recorded instructions. You will need the control number included on your Notice of Internet Availability or on your proxy card in order to vote by telephone.

By Mail—If you have received a properly executedproxy card, you may vote by mail by signing and returneddating the enclosed proxy will be voted atcard where indicated and by returning the meetingcard in accordance with the directions notedpostage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you signare signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and return the proxy card but do not make specific choices, the proxy holders named in the proxy card will vote your shares “FOR” the election of all nomineestitle or capacity.

Internet and telephone voting facilities will close at 2:00 p.m., Eastern Time, on June 8, 2023, for director recommended by the board and listed on the proxy card. Anand Nallathambi and Julie Waters, our chief executive officer and general counsel, respectively, have agreed to act as proxy holders. Any undirected shares that you hold in the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than 2:00 p.m., Eastern Time, June 8, 2023.

If you hold your shares in street name, you may submit voting instructions to your broker, bank, or other nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely virtual meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can register and attend the Annual Meeting live online at www.proxydocs.com/FA and enter the control number shown on your Notice of Internet Availability of Proxy Materials, proxy card, or the instructions

First Advantage Corporation 401(k) Savings Plan | 2023 Proxy Statement

3


that accompanied your proxy materials. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

instructions on how to attend and participate via the internet, including a unique link to access the Annual Meeting and how to demonstrate proof of stock ownership, will be voted in the same proportion as those shares that have been directed by other participants in the plan.emailed to you after completion of your registration;

 

Q:What is

assistance with questions regarding how to attend and participate via the voting requirement?internet will be provided in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting;

 

A:In the election of directors, you

stockholders may vote “FOR” all ofand submit questions while attending the nominees or your vote may be “WITHHELD” with respect to one or more ofAnnual Meeting via the nominees. In the election of directors, the persons receiving the highest number of “FOR” votes will be elected.internet; and

 

Q:Who counts

you will need the votes cast atcontrol number that is included in your proxy card or the annual meeting?instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation, and communication through online tools. We plan to take the following steps to provide for such an experience:

providing stockholders with the ability to submit appropriate questions in advance of the meeting;

 

A:Lisa Steinbach, vice president and controller of our company, acting as the inspector of election,
will tabulate votes at the annual meeting. The inspector of election’s duties include

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determiningproviding stockholders with the number of shares represented atability to submit appropriate questions real-time via the meeting and entitledwebsite, limiting questions to vote, determining the qualification of voters, conductingone per stockholder unless time otherwise permits; and accepting the votes, and, when the voting is completed,ascertaining and reporting the number of shares voted, or abstaining from voting, for the election of directors.

 

answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

iii

How do I vote online during the Annual Meeting?


PROPOSAL NUMBER ONEIf you are a stockholder of record, you may vote your shares by attending the 2023 Annual Meeting of Stockholders online and following the on-screen voting instructions.

ELECTION OF DIRECTORSIf you hold your shares in street name, you may need to follow additional instructions provided by your bank, broker, or nominee in order to vote your shares and submit questions during the Annual Meeting. After obtaining a valid legal proxy from your bank, broker, or nominee, you must submit proof via email of your legal proxy reflecting the number of shares you hold along with your name and address to Mediant at dsmsupport@mediantonline.com.

NOMINEES FOR ELECTION OF DIRECTORSRequests must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 7, 2023. A confirmation of email with additional instructions on how to vote at the Annual Meeting will be issued after a valid legal proxy has been received.

Our charter documents require our entire board of directors toWhat if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be elected annually. Our board has designated the persons listed below as candidates for election. Each is currently serving as a director. Unless otherwise specifiedposted in the instructional email you will receive after completion of your registration and on the day of the Annual Meeting. Technical support will be available starting at 1:00 p.m., Eastern Time, on Thursday, June 8, 2023 and until the meeting has finished.

First Advantage Corporation | 2023 Proxy Statement

4


What does it mean if I receive more than one Notice of Internet Availability or proxy card on or about the proxies solicited by the board will besame time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, “FOR” the electionplease vote once for each Notice of these candidates. In case any of these candidates becomes unavailable to stand for election to the board, an event that is not anticipated, theInternet Availability or proxy holders will have full discretion and authority tocard you receive.

May I change my vote or refrainrevoke my proxy?

Yes. Whether you have voted by Internet, telephone, or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 2:00 p.m., Eastern Time, on June 8, 2023;

submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than 2:00 p.m., Eastern Time, June 8, 2023;

attending the virtual Annual Meeting and voting in person; or

delivering a written statement to that effect to our Corporate Secretary, provided such statement is received no later than June 7, 2023.

If you hold shares in street name, please refer to information from your bank, broker, or other nominee on how to revoke or submit new voting for any substitute nominee in accordance with their judgment.instructions.

The terms of directors electedCould other matters be decided at the annual meeting expire at the 2009 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.Annual Meeting?

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.

Ten 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, Pequot Private Equity Fund II, L.P. and us, The First American Corporation and each of its affiliates has agreed to vote its shares for one nominee designated by Pequot. However, Pequot has not designated a nominee to the board of directors.

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

Parker Kennedy, Chairman and Director since 2003. Mr. Kennedy, 60, was president of our parent company, The First American Corporation, until 2004, where he served as executive vice president from 1986 to 1993, was appointed to its board of directors in 1987, and was named chairman and chief executive officer in 2003. Mr. Kennedy has been employed by The First American Corporation’s primary subsidiary, First American Title Insurance Company, since 1977. He was appointed vice president of that company in 1979, and in 1981 he joined its board of directors. During 1983, he was appointed executive vice president of First American Title Insurance Company, and in 1989 was appointed its president. He now serves as its chairman, a position to which he was appointed in 1999.

Anand Nallathambi, Director since 2007 and member of our acquisition committee. Mr. Nallathambi, 46, was appointed to serve as Chief Executive Officer of First Advantage in March 2007 and President of First Advantage in September 2005 following First Advantage’s acquisition of the Credit Information Group from The First American Corporation. Prior to joining First Advantage, Mr. Nallathambi served as president of First American’s Credit Information Group and as president of First American Appraisal Services from 1996 to 1998. Mr. Nallathambi also serves as a member of the board of Dorado, Inc., a privately held company, and the Consumer Data Industry Association, an international trade association. Mr. Nallathambi received a masters in business administration from California Lutheran University after obtaining a bachelor of arts degree in economics from Loyola University in Madras, India.

J. David Chatham, Director since 2003 and member of our audit committee. Mr. Chatham, 57, has been a director of The First American Corporation since 1989. Mr. Chatham currently serves as chairman of The First American Corporation’s audit committee and executive committee. 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 president and chief executive officer of Chatham Holdings, Inc., a real estate development company.

1


Barry Connelly, Director since 2003 and member of our audit committee. Mr. Connelly, 67, serves on the board of directors of Collection House Limited, a company quoted on the Australian Exchange. In December 2002, he retired from the Consumer Data Industry Association after 33 years of service, including eight years as president. During his tenure with the Consumer Data Industry Association, he was a contributor in drafting the first Fair Credit Reporting Act in 1970 and its successor in 1997.

Jill Kanin-Lovers, Director since 2006 and member of our nominating and corporate governance committee and chairperson of our compensation committee. Ms. Kanin-Lovers, 56, was a senior vice president of human resources at Avon Products, Inc. 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 of BearingPoint Inc., a global management and technology consulting firm where she chairs the compensation committee and serves on the nominating and corporate governance committee, Dot Foods, one of the nation’s largest food redistributors where she chairs the compensation 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 and Business Ethics” for the Rutgers University Mini-MBA program and “Executive Compensation” for the Rutgers University Global Executive HR master’s program.

Frank V. McMahon, Director since April 2006 and chairperson of our acquisition committee. Mr. McMahon, 48, serves as vice chairman and chief financial officer of The First American Corporation since 2006. Previously, Mr. McMahon was a managing 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.

Donald Nickelson, Director since 2003 and member of our compensation and acquisition committees and chairperson of our nominating and corporate governance committee. Mr. Nickelson, 75, serves as vice chairman and director of Harbour Group Industries, Inc., a leveraged buy-out firm. In addition, Mr. Nickelson serves as a director of Adolor Corporation, where he is a member of the compensation committee, audit committee and nominating and governance committee, and serves on the advisory board of Celtic Pharmaceutical Holdings, L.P., a global private equity firm focused on the biotechnology and pharmaceutical industries and based in Bermuda. Mr. Nickelson also holds directorship positions for several non-public companies, including Desiccare, Inc., where he serves as chairman of the board, and Del Industries. Prior to joining Harbour Group, he served as president of PaineWebber Group, an investment banking and brokerage firm, from 1988 to 1990. Mr. Nickelson also served as chairman of the Pacific Stock Exchange and director of the Chicago Board Options Exchange, Inc.

Donald Robert, Director since 2003 and member of our compensation committee. Mr. Robert, age 48, is currently chief executive officer and a director of Experian Group Limited, a global information technology business listed on the London Stock Exchange. Prior to his current appointment, Mr. Robert served as chief executive officer of Experian North America and chief operating officer and president of its Information Solutions business unit, beginning in April 2001. From 1995 to 2001, Mr. Robert was a group executive of The First American Corporation with responsibility for its Consumer Information and Services Group. From 1992 to 1995, Mr. Robert was president of Credco, Inc., now First Advantage Credco, the nation’s largest specialized credit reporting company and one of our wholly-owned subsidiaries.

D. Van Skilling, Director since 2005 and member of our audit committee. Mr. Skilling, 74, currently serves as President of Skilling Enterprises and is a member of the boards of directors of The First American Corporation, where he sits on the audit, executive and nominating and corporate governance committees; Onvia, where he serves on the nominating and governance committee and chairs the compensation committee; American Business Bank, where he is a member of the compensation committee, and Verascape. Mr. Skilling formerly served as the chairman and chief executive officer of Experian Information Solutions, Inc. (formerly TRW Information Systems Services), a position he was appointed to in 1996.

2


David Walker, Director since 2003 and member of our acquisition committee and chairperson of our audit committee. Mr. Walker, 54, is the Director of Programs of Accountancy and Social Responsibility and Corporate Reporting in the College of Business Administration at the University of South Florida in 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. Mr. Walker is also a member of the boards of directors of CommVault Systems, Inc. and Chicos FAS, Inc., where he chairs their respective audit committees and Technology Research Corporation, Inc. where he chairs its compensation committee.

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, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, statement,the named proxies will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers, or employees of the Company (for no additional compensation) in person or by telephone, e-mail, or facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

First Advantage Corporation | 2023 Proxy Statement

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Our amended and restated certificate of incorporation provides for a classified board of directors divided into three classes. Scott Staples and Susan R. Bell constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class I Directors”); James L. Clark, Bridgett R. Price, and Bianca Stoica constitute a class with a term that expires at the Annual Meeting of Stockholders in 2023 (the “Class II Directors”); and Joseph Osnoss, John Rudella, and Judith Sim constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class III Directors”).

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has tenconsidered and nominated the following slate of Class II nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2026: James L. Clark, Bridgett R. Price, and Bianca Stoica. Action will be taken at the Annual Meeting for the election of these three Class II director nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of James L. Clark, Bridgett R. Price, and Bianca Stoica. All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

First Advantage Corporation | 2023 Proxy Statement

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Nominees for Election to the Board of Directors in 2023

The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the class and term of each director nominee, as well as the experiences, qualifications, attributes, or skills that caused the Board to determine that the director-nominee should serve as a director.

Class II – Directors Whose Term Expires in 2023

NameAgePrincipal Occupation and Other Information

James L. Clark

LOGO

61

James L. Clark has served as our director since June 2021. Since 2012, Mr. Clark is the President and Chief Executive Officer of the Boys & Girls Clubs of America. Mr. Clark began his career at the Milwaukee Journal Sentinel in 1979, where he served in senior leadership roles in distribution, marketing and customer service operations and advanced to Senior Vice President. He departed the media company after 24 years to become President and CEO of the Boys & Girls Clubs of Greater Milwaukee in 2004, for which he had served as a board member. Mr. Clark previously served as a director of Boxlight Corporation and on the governance committee. Mr. Clark holds a Business Administration degree from the University of Wisconsin-Milwaukee. Mr. Clark was selected to serve as a director because of his experience as a public company director.

Bridgett R. Price

LOGO

65

Bridgett R. Price has served as our director since June 2022. In 2023, Dr. Price retired from Marriott International after a long career as a human resources leader, including the Global Human Resources Officer for Consumer, Development, and Operations disciplines. From 2009 to 2016, she was based in London as the Chief Human Resources Officer for Europe for Marriott. Dr. Price has held a variety of human resources executive positions in Fortune 500 hospitality and consumer products companies. Dr. Price also served as a Major in the United States Air Force. Dr. Price earned her Ph.D. in Educational Leadership and Policy Studies from Arizona State University and Master of Science in Education and Counseling Psychology from the University of Southern California. Dr. Price was selected to serve as a director because of her experience in human capital management and knowledge and understanding of business and corporate strategy.

Bianca Stoica

LOGO

29

Bianca Stoica has served as our director since January 2020. Ms. Stoica is a Director of Silver Lake, which she joined in 2015. She graduated summa cum laude from The Wharton School of the University of Pennsylvania, where she received a B.S. in Economics with concentrations in Finance and Accounting and a minor in Mathematics. Ms. Stoica was selected to serve as a director because of her experience in private equity investing and knowledge and understanding of business and corporate strategy.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

First Advantage Corporation | 2023 Proxy Statement

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Continuing Members of the Board of Directors

The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year.

Class III– Directors Whose Term Expires in 2024

NameAgePrincipal Occupation and Other Information

Joseph Osnoss

LOGO

45

Joseph Osnoss has served as a director since January 2020. Mr. Osnoss is a Managing Partner of Silver Lake, which he joined in 2002. From 2010 to 2014, he was based in London, where he helped oversee the firm’s activities in EMEA. Prior to joining Silver Lake, Mr. Osnoss worked in investment banking at Goldman, Sachs & Co. In addition to First Advantage, Mr. Osnoss is currently a member of the board of directors of Carta, Cegid, Clubessential Holdings, EverCommerce where he serves on the Compensation Committee, Global Blue where he serves on its Nomination and Compensation Committee, Global Payments where he serves on its Compensation and Technology Committees, LightBox, Relativity, and Zuora. He previously served as Chairman of the Board of Cast & Crew and as a board director of Cornerstone OnDemand, Instinet, Interactive Data, Mercury Payment Systems, Sabre Corporation, and Virtu Financial. Mr. Osnoss graduated summa cum laude from Harvard College with an A.B. in Applied Mathematics and a citation in French Language. He has remained involved in academics, including as a Visiting Professor in Practice at the London School of Economics; a member of the Dean’s Advisory Cabinet at Harvard’s School of Engineering and Applied Sciences; a participant in The Polsky Center Private Equity Council at the University of Chicago; and a Trustee of Greenwich Academy. Mr. Osnoss was selected to serve as a director because of his extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies.

John Rudella

LOGO

52

John Rudella has served as our director since January 2020. Mr. Rudella is a Director of Silver Lake, which he joined in 2014. Prior to joining Silver Lake, Mr. Rudella served as a U.S. Navy SEAL where he held a variety of leadership positions, worked in technology development, and made multiple deployments to Africa and the Middle East. Mr. Rudella holds a B.S. in Aeronautical Engineering from the U.S. Naval Academy and a M.S. from the Industrial College of the Armed Forces. In addition to First Advantage, Mr. Rudella currently serves on the board of Entrata, EverCommerce, and the Station Foundation. He previously served on the board of Ancestry.com. Mr. Rudella was selected to serve as a director because of his experience in private equity investing and knowledge and understanding of business and corporate strategy.

Judith Sim

LOGO

54

Judith Sim has served as our director since June 2021. Ms. Sim previously held various customer-related and marketing positions at Oracle Corporation from 1991 to April 2020, including as its Chief Marketing Officer from 2005 to April 2020. She has significant leadership and executive experience from her position as head of marketing programs at Oracle, including experience in field marketing, corporate communications, global customer programs, advertising, campaigns, events, and corporate branding. Ms. Sim has been a member of the board of directors at Fortinet Inc, since 2015, serving as the chair of the Human Resources Committee and a member of the Corporate Governance and ESG Committees. She was also a member of the board of directors of the San Francisco Chamber of Commerce from 2015 to 2020. Ms. Sim received a B.S. in dietetics from the University of California at Davis. Ms. Sim was selected to serve as a director because of her significant go-to-market experience and her experience as a public company director.

First Advantage Corporation | 2023 Proxy Statement

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Class I – Directors Whose Term Expires in 2025

NameAgePrincipal Occupation and Other Information

Scott Staples

LOGO

57

Scott Staples has served as our Chief Executive Officer since April 2017. Prior to joining First Advantage, Mr. Staples co-founded Mindtree Ltd., a digital transformation and IT Services company, and served as President Americas & Global Head of Business Groups for 17 years. Mr. Staples spent the first 10 years of his career in various roles at Cambridge Technology Partners, Gemini Consulting and Prudential. Mr. Staples holds a B.A. from the University of Delaware and an M.B.A. from Fairleigh Dickinson University, Madison, New Jersey. Mr. Staples was selected to serve as a director because of his deep knowledge of our business and his significant executive management and leadership experience.

Susan R. Bell

LOGO

60

Susan R. Bell has served as our director since June 2021. Ms. Bell currently serves as a member of the boards of directors of Rollins, Inc., RPC, Inc., and Marine Products Corporation and serves on the audit committees of those corporations. She also serves as chair of the Audit Committee of Rollins, Inc. In 2020, Ms. Bell retired from Ernst & Young LLP (“EY”) after a 36-year career in public accounting, serving in key leadership roles, including Global Financial Accounting Advisory Services Power & Utilities sector leader, Office Managing Partner of EY Atlanta, GA, and Southeast Region Risk Advisory practice leader. Simultaneous with those respective roles, Ms. Bell served as external audit partner or independent quality review partner on external audits. Prior to leading EY’s Southeast Region Risk Advisory practice, Ms. Bell served as an audit and business advisory partner at EY and as an audit partner for Arthur Andersen. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in Georgia and Tennessee. Ms. Bell was selected to serve as a director because of her experience in accounting and auditing and her experience with audit committees and boards.

First Advantage Corporation | 2023 Proxy Statement

9


THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors directs and oversees the management of our business and affairs and has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Director Independence and Independence Determinations

Our Corporate Governance Guidelines define an “independent” director in accordance with Rule 5605(a)(2) of the Nasdaq Stock Market (“Nasdaq”). Under Nasdaq rules, a “independent director” means a person other than an “Executive Officer” or employee of the Company or any other individual having a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

In addition, audit and compensation committee members are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of our directors and director nominees, other than Scott Staples, is independent in accordance with Nasdaq rules. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through directors’ questionnaires).

Director Nomination Process

Our Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes, and skills, when taken together, will allow the following committees: audit, nominatingBoard to satisfy its oversight responsibilities effectively. As specified in our Corporate Governance Guidelines, in identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee may take into account (1) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board, and (2) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology background, compliance background, executive compensation background, and the size, composition, and combined expertise of the existing Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge, or business experience and his or her ability to satisfy independence standards. In addition, while the Board considers diversity of viewpoints, backgrounds, and experiences, the Board does not have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders, and other sources, including third party recommendations.The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. In selecting our most recent addition to the Board of Directors, Dr. Price, the Nominating and Corporate Governance Committee reviewed candidates suggested through the Company’s internal referral network. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

First Advantage Corporation | 2023 Proxy Statement

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Board Diversity Matrix (As of April 26, 2023)

Board Size:

Total Number of Directors

  8
 

 

  Female  Male  Non-Binary Did Not
Disclose
Gender

Gender:

Directors

  4  4  --         --        

Number of Directors Who Identify in Any of the Categories Below:

African American or Black

  1  --  -- --

Alaskan Native or Native American

  --  --  -- --

Asian (other than South Asian)

  1  --  -- --

South Asian

  --  --  -- --

Hispanic or Latinx

  --  --  -- --

Native Hawaiian or Pacific Islander

  --  --  -- --

White

  2  4  -- --

Two or More Races or Ethnicities

  --  --  -- --

LGBTQ+

  --                    

Persons with Disabilities

  --                    

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the nominees’ contributions to our success in recent years and on information discussed in each of the nominee’s biographical information set forth above. We believe that our director nominees provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, with respect to Mr. Clark, our Board of Directors considered his experience as a public company director, with respect to Dr. Price, our Board of Directors considered her experience in human capital management and knowledge and understanding of business and corporate governance, compensationstrategy, and acquisition. with respect to Ms. Stoica, our Board of Directors considered her experience in private equity investing and knowledge and understanding of business and corporate strategy.

This process resulted in the Board’s nomination of the incumbent Class II directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The membership duringNominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the last fiscal yearCorporate Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the functionrules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s Proxy Statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the proposed candidate’s full name and address, résumé, and biographical information to the attention of the Corporate Secretary of the Company, 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328. All recommendations for nomination received by the Corporate Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2024 Annual Meeting.”

First Advantage Corporation | 2023 Proxy Statement

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Additionally, in connection with the initial public offering (the “IPO”) of our common stock in June 2021, we entered into a stockholders’ agreement with SLP Fastball Aggregator, L.P., Workday, Inc., and management stockholders. Pursuant to the stockholders’ agreement, so long as SLP Fastball Aggregator, L.P. and its affiliates collectively own at least 5% of all outstanding shares of our stock entitled to vote generally in the election of directors, the Silver Lake Transferee Group (as defined therein) have the right, but not the obligation, to nominate to the Board a number of individuals equal to the percentage of the issued and outstanding common stock owned by the Silver Lake Transferee Group multiplied by the total number of directors of the Board (rounded up to the nearest whole number). We have three directors on our Board who are current employees of Silver Lake Group, L.L.C. (together with its affiliated entities, successors, and assignees, “Silver Lake”), and who were recommended by Silver Lake as director nominees pursuant to the stockholders agreement: Ms. Stoica is a Class II director and Messrs. Osnoss and Rudella are Class III directors. See “Transactions Related to Directors, Equity Holders, and Executive Officers” for a discussion of the stockholders’ agreement.

Controlled Company Exemption

We qualify as a “controlled company” under the corporate governance rules of the Nasdaq Listing Rules because Silver Lake controls a majority of the voting power of our outstanding common stock. Therefore, we are not required to have a majority of our Board of Directors be independent, nor are we required to have a compensation committee or an independent nominating function. However, we are not currently relying on the exemptions from these corporate governance requirements.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors will meet in a private session that excludes management and any non-independent directors. Joseph Osnoss presides at the executive sessions.

Leadership Structure

Joseph Osnoss has served as our Chairperson since 2020. As provided in our Corporate Governance Guidelines, the Board does not have a policy on whether or not the roles of Chairperson and Chief Executive Officer should be separate. Accordingly, the Board of Directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board believes that the Mr. Osnoss is best situated to serve as Chairperson, while Mr. Staples serves as our Chief Executive Officer and that the Company’s current separated roles of Chairperson and Chief Executive Officer is appropriate. Mr. Osnoss has extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the chairperson of any of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328, who will forward such communication to the appropriate party. Such communications may be done confidentially or anonymously.

First Advantage Corporation | 2023 Proxy Statement

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Board Committees and Meetings

The following table summarizes the current membership 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 eight board meetings in 2007. Each director attended at least 75% of all board meetings and applicable committee meetings, except that Messrs. McMahon and Nickelson attended only one of the two meetings of the acquisition committee held in 2007. 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:Board’s Committees.

 

Committees

Name of Director

AuditNominating
and
Corporate
Governance
CompensationAcquisition

Parker Kennedy

NameAudit
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee

Anand NallathambiJoseph Osnoss LOGO

XLOGO

J. David Chatham

X

Barry ConnellySusan R. Bell

XXLOGOLOGO

Jill Kanin-LoversJames L. Clark

X

LOGO
X*

Frank McMahonBridgett R. Price

LOGO

X*

Donald Nickelson

X*XX

Donald Robert

X

D. Van SkillingJohn Rudella

X

LOGO

David WalkerJudith Sim

XLOGO*

LOGO

Bianca Stoica

XLOGO

LOGO  = Chairman of the Board     LOGO  = Chairperson      LOGO  = Member

X =All directors are expected to make their best effort to attend all meetings of the Board, meetings of the committees of which they are members and the Annual Meeting of Stockholders. During the year ended December 31, 2022, the Board held five meetings, the Audit Committee Member; X* =held four meetings, the Compensation Committee Chairheld four meetings, and the Nominating and Corporate Governance Committee held four meetings. During fiscal 2022, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit Committee

Our boardAudit Committee consists of Ms. Bell, who serves as the Chair, Dr. Price, and Ms. Sim. Ms. Bell, Dr. Price, and Ms. Sim have been determined to be “independent,” consistent with our Audit Committee charter, Corporate Governance Guidelines, SEC rules and Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. Our Board of Directors 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 Mr. Kennedy, who is chairman and chief executive officer of our parent company, The First American Corporation, Mr. Nallathambi, who is our chief executive officer and president, and Mr. McMahon, who is the vice chairman and chief financial officer of The First American Corporation. 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)(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

3


(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. In considering director independence, the board studied the shares of First Advantage common stock beneficially owned by each of the directorsMs. Bell qualifies 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. As part of this review, the board considered the fact that Mr. Robert is the chief executive officer of Experian Group, a subsidiary which owns approximately 6.5% 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.

Audit Committee. Our board established the audit committee for the primary purposes of overseeing the 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 (b) satisfies NASDAQ Marketplace Rules relating to financial literacy and experience. Our board of directors has further determined that Messrs. Chatham and Walker satisfy 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.S-K.

The audit committee is solely responsible for selecting our independent registered certified public accounting firm (“independent public accountants”); approvingduties and responsibilities of the Audit Committee are set forth 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 our internal control system, evaluates the independence of our independent public accountants, oversees our internal audit function, reviews financial information in our quarterly reports, and oversees the audit performed by our independent public accountants. The committee reports any significant developments with respect to its duties to the full board. The audit committee met 11 times during 2007. Our board of directors has adopted a written audit committee charter, (a copy of which may be viewed onfound at https://investors.fadv.com/corporate-governance/documents-charters, and include assisting the Board of Directors in overseeing the following:

selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

assisting the Board of Directors in evaluating the qualifications, performance, and independence of our independent auditors;

assisting the Board of Directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

assisting the Board of Directors in monitoring our compliance with legal and regulatory requirements;

reviewing the adequacy and effectiveness of our internal control over financial reporting processes;

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assisting the Board of Directors in monitoring the performance of our internal audit function;

reviewing with management and our independent auditors our annual and quarterly financial statements;

overseeing our technology security and data privacy programs;

establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

preparing the audit committee report that the rules and regulations of the SEC require to be included in our annual Proxy Statement.

The Audit Committee shall also prepare the report of the committee required by the rules and regulations of the SEC to be included in our annual Proxy Statement.

Nominating and Corporate Governance pageCommittee

Our Nominating and Corporate Governance Committee consists of Ms. Sim, who serves as the Chair, and Messrs. Clark and Osnoss. Each of Ms. Sim and Messrs. Clark and Osnoss has been determined to be “independent” as defined by our Corporate Governance Guidelines and Nasdaq listing standards.

The duties and responsibilities of the Investor Relations section of our website located at www.fadv.com or a printed copy may be obtained by making a written request to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716).

Compensation Committee. The compensation committee is responsible for recommending compensation arrangements for our executive officers; evaluating the performance of our chief executive officer;Nominating and administering our compensation plans. All members of the compensation committeeCorporate Governance Committee are independent under the standards for independence established by the applicable NASDAQ Marketplace Rules. The compensation committee met 11 times during 2007. Our board of directors has adopted a written compensation committeeset forth in its charter, (a copy of which may be viewed onfound at https://investors.fadv.com/corporate-governance/documents-charters, and include the following:

assisting our Board of Directors in identifying prospective director nominees and recommending nominees to the Board of Directors;

overseeing the evaluation of the Board of Directors and management;

developing and recommending a set of corporate governance guidelines;

recommending members for each committee of our Board of Directors; and

otherwise taking a leadership role in shaping our corporate governance and overseeing our strategy as it relates to environmental and social matters.

Compensation Committee

Our Compensation Committee consists of Mr. Rudella, who serves as the Chair, and Mses. Bell and Stoica. Each of Mr. Rudella and Mses. Bell and Stoica has been determined to be “independent” as defined by our Corporate Governance pageGuidelines and Nasdaq listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Investor Relations sectionCompensation Committee are set forth in its charter, which may be found at https://investors.fadv.com/corporate-governance/documents-charters, and include the following:

oversight of our executive compensation policies and practices;

reviewing and approving matters related to the compensation of our Chief Executive Officer and our other executive officers;

overseeing administration and monitoring of our incentive and equity-based compensation plans;

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving, or making recommendations to the Board of Directors with respect to, our Chief Executive Officer’s compensation level based on such evaluation;

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reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives, and other benefits;

reviewing and recommending the compensation of our directors;

reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure required by SEC rules;

preparing the compensation committee report required by the SEC to be included in our annual Proxy Statement; and

reviewing and making recommendations with respect to our equity compensation plans.

Our Compensation Committee makes the final determination regarding the annual compensation of our website located at www.fadv.com or a printed copy may be obtained by making a written request to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716). The compensation committee establishesChief Executive Officer 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 committeeofficers, taking into consideration, among other things, each individual’s performance and contributions to the Company. As part of the Compensation Committee’s compensation setting process, the Compensation Committee will meet separately with the Chief Executive Officer, the Company’s principal human resources executive and any other corporate officers, as it deems appropriate, and the Compensation Committee may also invite any director, management of the Company and such other persons as it deems appropriate from time to time in order to carry out its responsibilities. Our Chief Executive Officer and other executive officers do not participate in the determination of their own respective compensation. With respect to director compensation, our Compensation Committee reviews and recommends to the board for approvalfull Board of Directors the form and amount of director compensation, and the full Board then reviews these recommendations and makes a final determination on the compensation of our incentive and equity compensation plans, oversees those who are responsible for administering those plans and approves all equity compensation plans that are not subjectdirectors.

Pursuant to stockholder approval. The compensation committee alsothe Compensation Committee Charter, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Company retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as it deems necessaryits compensation consultant.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board of Directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the sole authorityextent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to approve such consultant’s fees. When setting executive officer compensation, in the first quarterand approval by our Board of each year, theDirectors.

Our Corporate Governance Guidelines and other corporate governance information are available on our website at https://investors.fadv.com/corporate-governance/documents-charters.

Global Code of Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to all of our directors, officers, and employees, including our Chief Executive Officer, presentsChief Financial Officer, and Chief Accounting Officer. The Global Code of Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business conduct and fair dealing. A current copy of the code is posted on our website at https://investors.fadv.com/corporate-governance/documents-charters. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business. Our Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

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The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, business continuity, operational risks, and the Company’s technology security and data privacy programs, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, and our compliance policies and procedures. Through its regular meetings with management, including the accounting, legal, and internal audit functions, the Audit Committee reviews and discusses significant areas of our business and summarizes for the Board the most material areas of risk and the appropriate mitigating factors. The Compensation Committee is responsible for overseeing management of risks related to our compensation committee containing his recommendationprograms and human resource functions. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our corporate governance functions. In addition, our Board receives periodic detailed operating performance reviews from management. We believe that the leadership of our Board of Directors provides appropriate risk oversight of our activities.

Hedging Policy

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s securities. In order to protect the Company from exposure under insider trading laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Exchange Act Rule 10b5-1. The Company’s Securities Trading Policy prohibits directors and employees (including officers) from (i) trading in options, warrants, puts and calls, or similar instruments on the Company’s securities or selling such securities short and (ii) engaging in any transactions (including variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of the upcoming year’s salary, bonusCompany’s equity securities. In addition, directors, and long-term incentive award levelsemployees (including officers) are prohibited from purchasing the Company’s securities on margin, or borrow against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan, without first obtaining pre-clearance from the Company’s General Counsel.

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Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers, other than himself. Scott Stapleswhose biographical information is presented under “Continuing Members of the Board of Directors.”

NameAgePrincipal Occupation and Other Information

David L. Gamsey

LOGO

65

David L. Gamsey has served as our Executive Vice President and Chief Financial Officer since February 2016. Prior to First Advantage, Mr. Gamsey was at Air Serv Corporation from April 2008 to February 2016, where he served as Chief Financial Officer and Chief Operating Officer. Prior to this, Mr. Gamsey was the Chief Financial Officer at Beecher Carlson from January 2005 to February 2008, Innotrac Corporation from February 2000 to January 2005 and AHL Services, Inc. from September 1995 to February 2000. Mr. Gamsey spent 16 years of his career at Price Waterhouse and Arthur Andersen. Mr. Gamsey received his B.B.A. in Accounting, with distinction, from Emory University. Mr. Gamsey is a licensed CPA.

Joseph Jaeger

LOGO

64

Joseph Jaeger has served as the President, Americas of First Advantage since January 2021. Before this role, he had served as our Chief Revenue Officer since September 2015. Prior to First Advantage, Mr. Jaeger held a variety of roles at human resources technology companies, including Vice President, Sales and Vice President Americas at Kronos from November 2008 to September 2015, Chief Executive Officer of Focal Point Solutions from April 2008 to November 2008 and executive sales, marketing and services leadership roles at Authoria from March 1999 to March 2008. He also served as Sales Director and Vice President, Sales and Marketing at Health Payment Review and HBO & Company in the healthcare software industry from March 1993 to December 1998. Mr. Jaeger graduated from Indiana University with a B.S. in Business and completed the “Leading High Impact Teams” Program at Northwestern University’s Kellogg School.

Joelle M. Smith

LOGO

47

Joelle M. Smith has served as our President, Data, Technology, and Experience since May 2022. Before this role, she served as the Chief Experience Officer of the Company since January 2020 and as Executive Vice President, Resident and Investigative Research of the Company from July 2017 to December 2019. Before joining the Company, Ms. Smith held various roles as vice president at Mindtree from July 2012 to July 2017. Ms. Smith holds a Bachelor of Science from East Stroudsburg University of Pennsylvania.

Bret T. Jardine

LOGO

56

Bret T. Jardine has served as our Executive Vice President, General Counsel and Corporate Secretary since January 2011. From November 2009 to December 2010, Mr. Jardine was the head of the legal department of the First Advantage business, which had been an operating division within First American and was later spun off to a company that became known as Corelogic and then was subsequently sold in December 2010. Prior to that, in 2009 when First Advantage was previously a public company, Mr. Jardine was acting General Counsel until November of that year. Before joining First Advantage in August 2004, Mr. Jardine practiced law at Zimmet, Unice, Salzman, Heyman and Jardine PA for nearly a decade, with experience in class actions and regulatory inquiries as well as corporate transactional work and corporate governance. Mr. Jardine holds a B.A. in Political Science from the University of Florida and a J.D. from Stetson University College of Law.

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The committee takesAudit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2023. Although ratification is not required by our Bylaws or otherwise, the Chief Executive Officer's report under advisement and meets with its own compensation consultant. To obtain objective compensation information, in 2007Board is submitting the compensation committee engaged Mercer LLCselection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as its compensation consultant. Mercer was engaged bynotice to the compensation committee,Board and the committee hasAudit Committee to consider the full authority to manage all aspectsselection of Mercer’s engagement, including approving Mercer’s compensation on a monthly basis anddifferent firm. Even if the ability,selection is ratified, the Audit Committee, in the compensation

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committee’s soleits 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 both management and the consultant provide useful information and points of view to assist the compensation committee in 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 uses the chief executive officer’s report, together with reports that may be prepared by its consultant, to set executive officer salaries and bonuses for the upcoming year. Executive officers are not present during compensation committee or board of directors deliberations concerning their compensation. The chairman of the board is present when setting the chief executive officer's salary and bonus.

Compensation Committee Interlocks and Insider Participation. The members of the compensation committee for 2007 were Ms. Kanin-Lovers and Messrs. Nickelson and Robert. Lawrence Lenihan,select a former director, served on the committee until April 26, 2007. No member of this committee wasdifferent independent registered public accounting firm at any time during the 2007year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION

OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM FOR 2023.

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Audit and Non-Audit Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP, for the years ended December 31, 2022 and 2021:

 

 

  2022     2021 

Audit fees(1)

  $2,100,000     $1,210,000 

Audit-related fees(2)

   --      177,000 

Tax fees(3)

   317,150      409,723 

All other fees(4)

   --      -- 
             

Total

  $2,417,150     $1,796,723 

(1)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements and the reviews of quarterly financial statements. The fees include services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)

Includes the aggregate fees billed in each of the last two fiscal years for services performed that are related to the Company’s SEC filings (including costs relating to the IPO in June 2021 and subsequent follow-on offeringin November 2021), services performed that are related to purchase accounting), and other research and consultation services.

(3)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.

(4)

Deloitte & Touche LLP did not provide any other services during the period.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for the appointment, compensation, retention, oversight and, when necessary, termination of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit Committee has delegated to its chair the authority to review and pre-approve any such services in between the Audit Committee’s regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. All services to the Company provided by Deloitte & Touche LLP in 2022 were approved in accordance with the pre-approval policy.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit Committee.”

The Audit Committee assists the Board in its oversight of: (i) the integrity of the Company’s financial statements and other financial information provided to its stockholders; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualifications, independence and performance of the Company’s independent auditor; (iv) the performance of the Company’s internal audit function; and (v) the integrity of the Company’s internal control over financial reporting and its financial reporting processes. The Audit Committee also oversees risk management with respect to cybersecurity in coordination with the Board.

Management of the Company is responsible for the preparation and presentation of the Company’s financial statements, the effectiveness of internal control over financial reporting, and maintaining procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), is responsible for performing an independent audit of the consolidated financial statements and of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and Deloitte the audited financial statements for the fiscal year or at any other time an officer or employeeended December 31, 2022. The Audit Committee has reviewed and discussed with management and Deloitte the quarterly financial statements for each quarter in such fiscal year, management’s assessment of the company,effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, Deloitte’s evaluation of the Company’s internal control over financial reporting as of that date, and no member had any relationshipaudit plans and results. The Audit Committee has also discussed with us requiring disclosure under Item 404Deloitte the matters required to be discussed with the independent auditor by the applicable requirements of Regulation S-K. Nonethe PCAOB.

The Audit Committee has received from Deloitte the written disclosures required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence. The Audit Committee has also considered whether the provision of specific non-audit services by Deloitte is compatible with maintaining its independence and determined that the services provided by Deloitte for fiscal year 2022 were compatible with, and did not impair, its independence.

Based upon the review and discussions described in the preceding paragraphs, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the 2022 Form 10-K for filing with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Susan R. Bell, Chair

Bridgett R. Price

Judith Sim

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PROPOSAL NO. 3—NON-BINDING VOTE ON FREQUENCY OF

STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, every six years, stockholders are entitled to indicate, on a non-binding basis, their preference as to how frequently they would like to cast a non-binding vote to approve the compensation of our named executive officers (“Say on Pay Vote”). Stockholders of the Company will have the opportunity to specify one of four choices for this proposal on the proxy card: (1) one year; (2) two years; (3) three years; or (4) abstain. It is expected that the first Say on Pay Vote will occur at the 2024 Annual Meeting of Stockholders. This year’s Say on Frequency vote is the Company’s first such vote and it is expected that the next vote on a Say on Frequency proposal will occur at our 2029 Annual Meeting of Stockholders.

Our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company at this time. In formulating its recommendation, the Board determined that an annual advisory vote on named executive officer compensation will allow stockholders to provide their direct input on our compensation philosophy, policies, and practices as disclosed in future proxy statements on a more timely and consistent basis than if the vote were held less frequently. We believe that an annual advisory vote on executive compensation is consistent with our policy of seeking input from our stockholders on corporate governance matters and our executive compensation philosophy, policies, and practices even though it is not required by law. Additionally, our Compensation Committee reviews the Company’s executive compensation program regularly to ensure alignment with the goals of attracting and retaining individuals with the qualifications to meet the Company’s strategic objectives and creating value for our stockholders.

This “Say on Frequency” vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider our stockholders’ views regarding how often they should have the opportunity to approve our executive compensation programs.

Stockholders are not voting to approve or disapprove the Board’s recommendation. Rather, stockholders are being asked to express their preference regarding the frequency of future advisory votes to approve executive compensation.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “ONE YEAR” WITH RESPECT TO HOW FREQUENTLY A STOCKHOLDER VOTE TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each material element of compensation for the fiscal year ended December 31, 2022, which we also refer to as 2022.

We have provided this information for each person who served as our principal executive officer, our principal financial officer and our three most highly compensated executive officers employed at the end of 2022 (other than our principal executive officers and our principal financial officer), all of whom we refer to collectively as our Named Executive Officers.

Our Named Executive Officers for 2022 were:

Scott Staples, Chief Executive Officer;

David L. Gamsey, Chief Financial Officer & Executive Vice President;

Joseph Jaeger, President, Americas;

Joelle M. Smith1, President, Data, Technology, and Experience; and

Bret T. Jardine, Executive Vice President, General Counsel & Corporate Secretary.

1- Ms. Smith served as our Chief Experience Officer until May 11, 2022.

Compensation Philosophy and Objectives

As a leading global provider of employment background screening and verification solutions, we operate in a highly competitive business environment, which is characterized by rapidly changing market requirements and the emergence of new market entrants. To succeed in this environment, we must continually develop and refine new and existing products and services and demonstrate an ability to quickly identify and capitalize on new business opportunities. We recognize that our success in this environment is in large part dependent on our ability to attract and retain talented employees. Therefore, we maintain, and intend to modify as necessary, an executive compensation and benefits program designed to attract, retain, and incentivize a highly talented, deeply qualified, and committed team of executive officers to share our vision and desire to work toward these goals.

We endeavor to create and maintain compensation programs that reward performance and serve to align the interests of our executive officers have served on the boardand stockholders. The principles and objectives of directors orour compensation committee of any other entity that has or has had one or moreand benefits program for our executive officers who served as a member of our board of directors or our compensation committee during the 2007 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 candidates for election or reelection to the board or to fill board vacancies, develop and recommend to our board a set of corporate governance principles and (ii) 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 once during 2007.

The nominating and corporate governance committee acts under a written charter adopted by our board of directors (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 obtained by making a written request to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716) specifying, among other things, the following minimum qualifications for candidates recommended for election to the board:

impeccable character and integrity;

the ability to communicate effectively with members of the board, management, auditors and outside advisors;

a willingness to act independently;

substantial experience in business, with educational institutions, governmental entities or non-profit organizations;

the ability to read and understand financial statements and financial analysis;

the ability to analyze complex business matters;

no criminal history or a background which could reasonably be expected to damage the reputation of our company;

5


does not currently serve as a director, officer or employee of, or a consultant to, a direct competitor of our company; and

does not cause our company to violate independence requirements under applicable law or the NASDAQ Marketplace Rules.

The 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 having a board of directors on 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 committee through current board members, professional search firms, stockholders or industry sources. In evaluating the candidate, the committee will consider 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 committee determines whether to interview the prospective nominee, and if warranted, one or more members of the committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the 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 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.

As part of its role in developing and complying with corporate governance policies, the nominating and corporate governance committee advises the board and the various committees on effective management and leadership, reviews the governing documents of the 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 may arise, and evaluates the current and future governance needs and obligations of the company, our board and the committees in light of “best practices” developments.

Acquisition Committee. In December 2006, our board of directors formed an acquisition committee for the purpose of evaluating and approving potential acquisitions or dispositions of 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. Nallathambi, McMahon (chairperson), Nickelson and Walker. This committee met twice in 2007.

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. 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 committee up to one candidate for consideration as a nominee in any 12-month period. The committee will consider a stockholder nominee only if a stockholder gives written notice to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon

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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 to 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. To date, no stockholder or group of stockholders having the power to vote ten percent or more of our capital stock 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 them in care of Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716. Stockholders are required to provide appropriate evidence of their stock 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.compensation opportunities that:

CORPORATE GOVERNANCE MATTERS

CODE OF CONDUCT

We have adopted a code of conduct that applies to our chief executive officer, chief financial officer, controller and all of our other officers, employees and directors (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 obtained by making a written request to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716).

BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS

We effectively commenced operations on June 5, 2003 with our acquisition of The First American Corporation’s screening technology division and US SEARCH.com, Inc. As consideration for these acquisitions, we issued 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 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., 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. entered into a stockholders agreement concurrently with the acquisitions that grants Pequot Capital Management, Inc. 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 The First American Corporation entered into a reimbursement agreement 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’s supplemental benefit plan. In 2007, we reimbursed The First American Corporation $585,603 for actual and interest costs for Anand Nallathambi’s participation in the supplemental benefit plan.

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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 The 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 owned by The 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 incurred approximately $0.3 million in service fees for the year ended December 31, 2007.

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 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, 2007.

We also entered into an agreement with The First American Corporation to lease the Credit Information Group’s office space in Poway, California. The lease is for 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, 2007.

Effective January 1, 2003, we and a subsidiary of The First American Corporation entered into an agreement 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 2007 were approximately $1.5 million.

We perform employment screening and hiring management services for The First American Corporation. Total revenue from The First American Corporation was approximately $3.0 million for the year ended December 31, 2007.

First American Real Estate Solutions, LLC (“FARES”), a joint venture between The First American Corporation 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 $4.8 million for the year ended December 31, 2007. Total merge fees were $6.2 million for the year ended December 31, 2007. Total reimbursement for operating costs was $3.7 million for the year ended December 31, 2007.

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We, through a subsidiary, perform tax consulting services for The First American Corporation pursuant to a training grants & incentives services agreement which was entered into in August 2007. We identify grants and 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 The First American Corporation. As of date, there has been no significant revenue recognized under this agreement.

We, through a subsidiary, provide publicly available bankruptcy information to The First American Corporation 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).

We have a license agreement between First American Corelogic, Inc., a subsidiary of The First American Corporation, and our subsidiary First Advantage Credco, LLC that allows First Advantage Credco to resell First American Corelogic’s property, valuation models and document image products to First Advantage Credco’s end-user customers. This agreement was approved in March 2008.

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

We have a hiring management license and service agreement, dated January 11, 2008, between a subsidiary of ours, First Advantage Enterprise Screening, and First American. Under the terms of the agreement, we license hiring management solution software to First American and provide certain services and maintenance for the software. The fees for this agreement are an annual fee of $305,000 (invoiced quarterly) plus one-time implementation services of $126,700.

Experian owns approximately 6% 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 $28.8 million for the year ended December 31, 2007. We sell background and lead generation services to Experian. Total revenue from these sales was $100,000 for the year ended December 31, 2007.

Related Party Transaction Approval 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 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 printed copy may be obtained by making a written request to Bret Jardine, Secretary of First Advantage Corporation, at 100 Carillon Parkway, St. Petersburg, Florida 33716).

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EXECUTIVE OFFICERS

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

Todd Mavis, 46, 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 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. Mr. Mavis holds a bachelor of arts degree in marketing and administration from the University of Oklahoma and a masters degree in business administration from San Diego State University.

John Lamson, 57, chief financial officer and executive vice president since 2003. Prior to joining the company, Mr. Lamson served as chief financial officer of First American Real Estate Information Services Inc., a wholly-owned subsidiary of The First American Corporation, a position he held from September 1997 to June 2003. Prior to that, Mr. Lamson served as chief financial officer of a financial institution and 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.

Akshaya Mehta, 48, 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. 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 bachelor of science degree in physics and medical physics from the same university.

Julie Waters, 41, vice president and general counsel since 2004. Prior to joining the company, Ms. Waters was general counsel for USA Floral Products, Inc., formerly 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.

Evan Barnett, 60, 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, 45, president of our 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. which are now part of our employment services segment. He received his bachelor of science degree from Colorado State University and his master’s degree in business administration from the University of Colorado.

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Andrew Macdonald, 44, was appointed senior vice president of corporate development in September 2007 and continues to serve as president of First Advantage Litigation Consulting, LLC, part of our investigative and litigation support services segment, a position he has held since January 2006. 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. Mr. Macdonald received his bachelor of arts degree in business administration from Emory University.

Howard Tischler, 54, 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 specialty finance 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 10, 2008, concerning (a) each person that 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 10, 2008 are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

   Class A Common  Class B Common 

Name(1)

  Number of
Shares
Beneficially
Owned
  Percent
of
Class(2)
  Number of
Shares
Beneficially
Owned
  Percent
of
Class(2)
 

Holders of 5% or More

       

FADV Holdings LLC(3)(4)

    The First American Corporation

    First American Real Estate Information Services, Inc.

    First American Real Estate Solutions LLC

    1 First American Way

    Santa Ana, California 92797

  47,726,521  81.5% 47,726,521  100%

Pequot Capital Management, Inc.(5)

    500 Nyala Farm Road

    Westport, Connecticut 06880

  2,162,446  3.7% 0  * 

Ronald J. Juvonen (6)

    c/o Downtown Associates

    674 Unionville Road

    Suite 105

    Kennett Square Pennsylvania 19348

  674,621  1.1% 0  * 

Experian Information Solutions, Inc.(4)(7)

    475 Anton Boulevard

    4th Floor

    Costa Mesa, California 92626

  3,784,642  6.4% 0  * 

Maverick Capital, Ltd.(8)

    300 Crescent Court

    18th Floor

    Dallas, Texas 75201

  1,073,145  1.8% 0  * 

Directors

       

Parker Kennedy(9)(21)

  34,448  *  0  * 

Anand Nallathambi(10)

  296,390  0.5% 0  * 

J. David Chatham(11)(12)

  12,448  *  0  * 

Barry Connelly(11)

  10,948  *  0  * 

Frank McMahon(19)(21)

  3,451  *  0  * 

Donald Nickelson(11)

  10,948  *  0  * 

Donald Robert(11)

  15,948  *  0  * 

Jill Kanin-Lovers(20)

  2,616  *  0  * 

D. Van Skilling(13)

  10,116  *  0  * 

David Walker(11)

  13,948  *  0  * 

Named Executive Officers Who Are Not Directors

       

John Lamson(14)

  237,109  0.4% 0  * 

Akshaya Mehta(15)

  232,424  0.4% 0  * 

Bart Valdez(16)

  138,992  0.2%   

Evan Barnett(17)

  117,800  0.2% 0  * 

Other Named Executive Officer in 2007

       

John Long(18)

  760,725  0.2%   

All Directors and Executive Officers as a group (19 persons)

  1,329,686  1.9% 0  * 

 

*Represents holdings of less than one percent.

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(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 Jardine, secretary.
(2)Percentage ownership of each class is calculated based on 11,524,745 shares of Class A common stock and 47,726,521 shares of Class B common stock outstanding, in each case as of March 10, 2008, plus, in the case of percentage ownership of Class A common stock with respect to The First American Corporation, the number of Class A common shares The First American Corporation may acquire within 60 days of March 10, 2008 upon full conversion of the Class B common stock owned by it on such date into Class A common stock on a one-for-one basis.
(3)The number of shares of Class A common stock reported includes 47,726,521 shares of Class A common stock that may be acquired upon full conversion of 47,726,521 shares of Class B common stock within 60 days of March 10, 2008.
(4)As reported in Amendment No. 2 to Schedule 13D by The First American Corporation; FADV Holdings LLC, a Delaware limited liability company; First American Real Estate Solutions LLC, a California limited liability company; and First American Real Estate Information Services, Inc., a California corporation, filed jointly as a “group” within the meaning of Section13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), FADV Holdings LLC currently is the record owner of 47,726,521 shares of Class B common stock, which are convertible on a one-to-one basis into Class A common stock at the option of FADV Holdings LLC and upon the occurrence of certain events. Subject to FADV Holdings LLC’s operating agreement and the Omnibus Agreement (defined below) with Experian Information Solutions, Inc., an Ohio corporation, FADV Holdings LLC and The First American Corporation share voting and dispositive power with respect to 47,726,521 Class B shares because FADV Holdings LLC is the direct owner of such shares and The First American Corporation holds a controlling interest in FADV Holdings LLC (62.5917%); with First American Real Estate Solutions LLC and First American Real Estate Information Services, Inc., as holders of 36.2840% and 1.1243%, respectively, of the outstanding equity of FADV Holdings LLC. According to Amendment No 2 to Schedule 13D, pursuant to the terms of the Amended and Restated Omnibus Agreement (“Omnibus Agreement”) between The First American Corporation and Experian Information Solutions, Inc., and pursuant to the operating agreement of FADV Holdings LLC, The First American Corporation and Experian Information Solutions, Inc. have the right to cause FADV Holdings LLC to distribute shares of the Class B common stock to The First American Corporation, First American Real Estate Information Services, Inc. and Experian Information Solutions, Inc., resulting in 43,726,521 shares of Class A common stock being held by The First American Corporation; 536,585 shares of Class A common being held by First American Real Estate Information Services, Inc.; and 3,463,415 shares of Class A common stock being held by Experian Information Solutions, Inc., immediately following the distribution. The distribution of 3,463,415 shares of Class A common stock to Experian Information Solutions, Inc. is based upon Experian Information Solutions, Inc.’s pro rata portion membership interest in First American Real Estate Solutions, LLC (20%), as more fully described in footnote 7 below.
(5)Consists of 2,105,130 shares of Class A common stock, warrants convertible into 41,462 shares of Class A common stock, and options to purchase up to 15,854 shares of Class A common stock exercisable within 60 days of March 10, 2008 held of record by Pequot Private Equity Fund II, L.P. Pequot Capital Management, Inc., the investment manager of Pequot Private Equity Fund II, L.P., holds voting and dispositive power of the shares held of record by Pequot Private Equity Fund II, L.P.
(6)

As reported in Amendment No. 1 to Schedule 13G dated February 13, 2008 filed with the Securitiesattract and Exchange Commission. Ronald J. Juvonen, managing member of Downtown Associates, L.L.C., general partner of Downtown Associates I, L.P., Downtown Associates II, L.P., Downtown Associates III, L.P.retain talented and Downtown Associates V, L.P. (collectively referred to as the “Downtown Funds”) filed the Amendment No. 1 to Schedule 13G with the Securities and Exchange Commission on February 13, 2008 with respect to 674,621 shares. These shares are held by Downtown Associates I, L.P., Downtown Associates II, L.P. and Downtown Associates III, L.P. (collectively referred to as the “Downtown Funds”). The general partner of the Downtown Funds is Downtown Associates, L.L.C. (the “General Partner”). Ronald J. Juvonen, as the Managing Member of the General Partner, has sole power to vote and direct the disposition of all shares ofexperienced executive officers;

 

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motivate and reward executive officers who have the Class A Common Stock held byknowledge, skills, and performance to manage the Downtown Funds. For purposes of the reporting requirements of the Exchange Act, Mr. Juvonen is deemed to be the beneficial owner of such securities.

(7)As reported in Amendment No. 1 to Schedule 13G dated February 14, 2006 filed with the Securitiesgrowth 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, Inc., and First American Real Estate Solutions as a result of Experian Information Solutions, Inc.’s 20% ownership interest in First American Real Estate Solutions. First American Real Estate Solutions owns a 36.2840% membership interest in FADV Holdings (with the other members being First American, which owns a 62.5917% membership interest, and First American Real Estate Information Solutions, 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, under certain circumstances, to distribute 17,317,073 shares of Class B stock to First American Real Estate Solutions, 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%profitability of our Class A common stock. Experian Information Solutions, Inc. expressly disclaimscompany and lead us to the existencenext stage of a group with any or all of FADV Holdings, The First American Corporation, First American Real Estate Information Solutions, Inc. and First American Real Estate Solutions.
(8)As reported in Amendment No. 1 to Schedule 13G dated February 14, 2008 filed with the Securities and Exchange Commission. Maverick Capital Management, LLC filed the Amendment No. 1 to Schedule 13G with the Securities and Exchange Commission on February 14, 2008 with respect to 1,073,145 shares. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick Capital Management, LLC and is granted sole investment discretion pursuant to Maverick Capital Management, LLC’s Regulations.
(9)Includes options to purchase up to 10,002 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 946 Restricted Stock Units vesting within 60 days of March 10, 2008 held by Mr. Kennedy.
(10)Includes options to purchase up to 183,466 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 261 shares that are held for the benefit of Mr. Nallathambi by the trustee of the First Advantage Corporation 401(k) Savings Plan.
(11)Includes options to purchase up to 10,002 shares of Class A common stock exercisable within 60 days of March 10, 2008 held by Messrs. Chatham, Connelly, Nickelson, Robert and Walker and 946 Restricted Stock Units vesting within 60 of March 10, 2008. Each Restricted Stock Unit is equal to one share of Class A Common Stock upon vesting at which time the restriction ceases.
(12)Includes 1,500 Class A common stock held by Mr. Chatham’s spouse.
(13)Includes options to purchase up to 4,170 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 946 Restricted Stock Units vesting within 60 of March 10, 2008.
(14)Includes options to purchase up to 201,680 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 4,219 shares that are held for the benefit of Mr. Lamson by the trustee of the First Advantage 401(k) Plan.
(15)Includes options to purchase up to 210,000 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 692 shares that are held for the benefit of Mr. Mehta by the trustee of the First Advantage 401(k) Plan.development;

 

14


(16)Includes options

link company performance and individual achievement to purchase up to 126,680 shares of Class A common stock exercisable within 60 days of March 10, 2008compensation; and 881 shares that are held for the benefit of Mr. Valdez by the trustee of the First Advantage 401(k) Plan.

(17)Includes options to purchase up to 105,000 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 693 shares that are held for the benefit of Mr. Barnett by the trustee of the First Advantage 401(k) Plan.
(18)Includes options to purchase up to 685,880 shares of Class A common stock exercisable within 60 days of March 10, 2008. As of March 2007, Mr. Long resigned and is no longer an officer.
(19)Includes options to purchase up to 2,505 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 946 Restricted Stock Units vesting within 60 days of March 10, 2008. Each Restricted Stock Unit is equal to one share of Class A common stock upon vesting at which time the restriction ceases.
(20)Includes options to purchase up to 1,670 shares of Class A common stock exercisable within 60 days of March 10, 2008 and 946 Restricted Stock Units vesting within 60 days of March 10, 2008. Each Restricted Stock Unit is equal to one share of Class A common stock upon vesting at which time the restriction ceases.
(21)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.

 

align the interests of our executive officers and our stockholders by providing our executive officers with long-term incentives to increase stockholder value.

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TheTo do this, we evaluate our executive compensation philosophy and objectives, focusing on the following table sets forth as of March 10, 2008 the total number of common shares of The First American Corporation beneficially ownedprinciples when formulating our compensation policies and the percentage of the outstanding shares so owned, based on 92,137,077 shares of The First American Corporation common stock outstanding on that date, by:making compensation decisions:

 

each director;

create a direct and meaningful link between company business results, individual performance, and rewards;

 

provide for meaningful differentiation in compensation for performance that is below, at, and above target levels;

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ensure that executive officers have the opportunity to share in the success we create;

each named

grant equity awards that reflect actual and potential contributions to company success;

ensure that compensation plans and arrangements are simple to communicate and understand; and

ensure that compensation plans and arrangements are flexible enough to adjust to changing economic circumstances.

As our needs evolve, we intend to continue to evaluate our philosophy and objectives and compensation programs as circumstances require, and, at a minimum, we will review executive officer;compensation annually.

Process for Setting Compensation

Role of Compensation Committee

The Compensation Committee (the “Compensation Committee”) of our Board of Directors, which is comprised solely of non-employee directors, is responsible for establishing, implementing, and evaluating our executive officer compensation and benefit programs.

allThe Compensation Committee discharges the responsibilities of our Board of Directors relating to the directorscompensation of our Named Executive Officers, according to its charter. The Compensation Committee annually evaluates the performance of our Named Executive Officers, establishes the base salaries, cash bonus awards, and executive officers as a group.

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 votinglong-term incentive compensation opportunities for our Named Executive Officers, and investment powerapproves (or, in the case of our Named Executive Officers, recommends for approval by the Board of Directors) all equity awards. The Compensation Committee’s objective is to ensure that the total compensation paid to our Named Executive Officers is fair, reasonable, and market competitive while incentivizing the creation of long-term value for our stockholders.

The Compensation Committee has overall responsibility for overseeing our compensation and benefits policies generally, overseeing, evaluating, and approving the compensation policies, practices, and plans applicable to our executive officers, determining the compensation of our Named Executive Officers, determining and overseeing the process of evaluating our Chief Executive Officer’s performance, and overseeing the preparation of, reviewing, and approving this Compensation Discussion and Analysis.

The Compensation Committee reviews the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers each fiscal year, or more frequently as warranted. Each fiscal year, the Compensation Committee reviews our financial and operational performance and the corresponding projected payments under our annual bonus plan.

When selecting and setting the amount of each compensation element, the Compensation Committee generally considers the following factors:

our performance against the financial and operational objectives established by the Compensation Committee;

each Named Executive Officer’s skills, experience, and qualifications relative to other similarly-situated executive officers at the companies in our compensation peer group;

the scope of each Named Executive Officer’s role compared to other similarly-situated executive officers at the companies in our compensation peer group;

the performance of each Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all in furtherance of our core values;

compensation equality among our Named Executive Officers (other than our Chief Executive Officer);

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our performance relative to our compensation peer group; and

the compensation practices of our compensation peer group and how each Named Executive Officer’s target compensation compares to a ranking of similar positions in our compensation peer group.

All equity awards (other than those granted to our Named Executive Officers, which are granted by our Board of Directors) have been granted by the Compensation Committee. In determining the amount of long-term incentive compensation, if any, to be granted by our Board of Directors to our Named Executive Officers as part of its annual compensation review, the Compensation Committee also considers the accounting impact of the proposed awards on our earnings.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. Our Compensation Committee retains significant authority to adjust compensation levels of our Named Executive Officers based on these and other factors that it may deem appropriate to achieve our overall compensation goals.

Role of Management

Our Chief Executive Officer works closely with the Compensation Committeein determining the compensation of our Named Executive Officers (other than his own). Our Chief Executive Officer also identifies and recommends corporate and individual stockholders, shared powerperformance objectives for our annual incentive plan for approval by the Compensation Committeebased on our business plan and strategic objectives for the relevant fiscal year, and makes recommendations on the size, frequency, and terms of equity incentive awards and new hire compensation packages. These recommendations from our Chief Executive Officer are often developed in consultation with members of his senior management team, including our Chief Human Resources Officer.

At the request of the Compensation Committee, our Chief Executive Officer typically attends a portion of each Compensation Committeemeeting. From time to time, various members of management and other employees attend Compensation Committeemeetings to make presentations and provide financial and other background information and advice relevant to Compensation Committeedeliberations. Our Chief Executive Officer and other Named Executive Officers may not participate in, or be present during, any deliberations or determinations of our Compensation Committeeregarding their compensation or individual performance objectives.

Role of Competitive Data

For purposes of comparing our executive compensation against the competitive market, the Compensation Committeereviews and considers the compensation levels and practices of a group of comparable companies from certain industries.

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In 2022, our Compensation Committee, with the input of data and analysis from our compensation consultant management team, developed and approved the following compensation peer group for purposes of understanding the competitive market:

Company NameBusiness Segment

ACI Worldwide, Inc.

Application Software

Alarm.com Holdings, Inc.

Application Software

Blackline, Inc.

Application Software

Box, Inc.

Application Software

Calix, Inc.

Communications Equipment

Ceridian HCM Holding Inc.

Application Software

Commvault Systems, Inc.

Systems Software

Coursera, Inc.

Education Services

CSG Systems International, Inc.

Data Processing and Outsourced Services

Dun & Bradstreet Holdings, Inc.

Research and Consulting Services

HireRight Holdings Corporation

Human Resource and Employment Services

Instructure Holdings, Inc.

Application Software

Pegasystems Inc.

Application Software

SPS Commerce. Inc.

Application Software

Sterling Check Corp.

Human Resource and Employment Services

Verra Mobility Corporation

Data Processing and Outsourced Services

Vertex, Inc.

Application Software

The companies in this compensation peer group were selected using the following process: (i) the revenue scope for the pool of peer candidates was set between $250 million and $2.5 billion (approximately 1/3rd to 3x of our revenue); (ii) the candidate pool was based on size-appropriate North American public companies and then narrowed based on the following industries: technology, software, and IT services; and (iii) candidate companies were removed from the pool based on dissimilar business models and/or weaker financial viability. The list was finalized based on input from management regarding competition for business and executive talent. To analyze the compensation practices of the companies in our compensation peer group, our Compensation Committeegathered data for the peer group companies from public filings. This market data was then used as a reference point for the Compensation Committeeto assess our current compensation levels in the course of its deliberations on compensation forms and amounts.

The compensation peer group above was used by our Compensation Committeeduring 2022 as a reference for understanding the compensation practices of companies in our industry sector and compensation peer group. Our intention has been that the target level of annual incentives, together with base salary, will result in total annual target cash compensation in line with the peer group.

For each Named Executive Officer, we have also used market data from third party surveys reviewed by our compensation consultants and human resources personnel as a consideration in setting annual base salary and the target level of annual incentives, with the intention that such individual’s spouse) overtarget amounts, together with base salary, will result in total annual target cash compensation in line with the shares listed. The First American Corporation common shares subjectmarket survey group. These comparisons are part of the total mix of information used to rights exercisable within 60 daysevaluate base salary, short-term incentive compensation and total cash compensation. We have also generally used survey data of March 10, 2008 are treated as outstandingthis type when determining the amount and percentage beneficially owned by a person or entity.size of equity award grants.

Name

  Number of The
First American
Corporation
Common
Shares
  Percent
of
Class
 

Directors

    

Parker Kennedy(1)(2)

  3,507,371  3.8%

Anand Nallathambi(3)

  92,465  * 

J. David Chatham(4)

  39,881  * 

Barry Connelly

  0  * 

Frank McMahon(5)

  155,416  * 

Donald Nickelson

  0  * 

Donald Robert

  732  * 

Jill Kanin-Lovers

  0  * 

D. Van Skilling(6)

  33,355  * 

David Walker

  0  * 

Named Executive Officers Who Are Not Directors

    

John Lamson(7)

  4,800  * 

Akshaya Mehta(8)

  8,617  * 

Bart Valdez(9)

  2,790  * 

Evan Barnett(10)

  7,402  * 

Other Named Executive Officer in 2007

    

John Long

  0  * 

All Directors and Executive Officers as a group (19 persons)

  3,862,571  4.1%

 

*Represents holdings of less than one percent.

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Our Compensation Committee with input from its independent compensation consultant, intends to review our compensation peer group at least annually and make adjustments to its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group.

Role of Compensation Consultant

Our independent consulting firm, Pearl Meyer, was first engaged by our Compensation Committee in 2021 and reports directly to our Compensation Committee. Pearl Meyer provides our Compensation Committee with input and guidance on all components of our executive compensation program. Pearl Meyer advised the Compensation Committee on current and upcoming trends and issues in executive compensation and on the compensation structure and levels of our Named Executive Officers during 2022.

Except for services provided to the Compensation Committee related to executive and other management compensation and non-employee director compensation, Pearl Meyer did not provide any additional services for the Company during 2022.

The Compensation Committee has evaluated whether any work performed by Pearl Meyer raised any conflict of interest and determined that it did not.

Executive Compensation Practices

We have incorporated the following principles of good governance when making decisions on compensation for the Named Executive Officers in 2022.

(1)Of the shares credited to Parker S. Kennedy, chairman

Pay-for-performance:A significant portion of the boardtotal compensation for our Named Executive Officers is designed to encourage them to remain focused on both our short-term and chief executive officer of First American, 14,470 shares are owned directlylong-term operational success and 3,111,086 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, 462,885 are allocated to the capital accounts of Parker S. 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.reward outstanding individual performance.

 

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(2)Includes options

Align Incentives with Stockholders: Our executive compensation program is designed to purchase up to 374,000 shares exercisable within 60 days of March 10, 2008,focus our Named Executive Officers on our key strategic, financial, and 11,131 sharesoperational goals that are allocated to Mr. Kennedy’s employee stock ownership sub-account under the “ESOP” portion of First American’s 401(k) Savings Plan.

(3)Includes options to purchase up to 81,000 shares exercisable within 60 days of March 10, 2008 and 4030 shares are heldwill translate into long-term value-creation for the benefit of Mr. Nallathambi by the trustee of the First Advantage 401(k) Savings Plan.
(4)Includes options to purchase up to 11,750 shares exercisable within 60 days of March 10, 2008.
(5)Includes options to purchase up to 120,000 shares exercisable within 60 days of March 10, 2008 and 6932 Restricted Stock Units vested within 60 days of March 10, 2008.
(6)Includes 2,365 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 2,356 shares held in three 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 18,500 shares exercisable within 60 days of March 10, 2008.
(7)Includes 4,000 shares exercisable within 60 days of March 10, 2008.
(8)Includes options to purchase up to 8,000 shares exercisable within 60 days of March 10, 2008 and 617 shares are held for the benefit of Mr. Mehta by the trustee of the First Advantage 401(k) Savings Plan.
(9)Includes 1,365 shares held for the benefit of Mr. Valdez by the trustee of the First Advantage 401(k) Savings Plan.
(10)Includes 2 shares that are held for the benefit of Mr. Barnett by the trustee of the First Advantage 401(k) Savings Plan.our stockholders.

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview. This compensation discussion describes and analyzes our compensation practices for the following named executive officers:

No tax gross-ups: We do not provide tax gross-ups to our Named Executive Officers, other than in connection with tax liabilities incurred with relocations.

 

Anand Nallathambi, chief executive officer and president

No pension or deferred compensation plans: We do not maintain any defined benefit pension or nonqualified deferred compensation plans.

 

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Akshaya Mehta, executive vice president–corporate infrastructure

John Lamson, chief financial officer and executive vice president

Evan Barnett, presidentElements of Multifamily Services Segment2022 Compensation Program

Bart Valdez, president of Employer Services Segment

John Long, former chief executive officer

The principalprimary elements of our executive compensation program are:are base salary, annual cash bonuses, equity-based compensation in the form of restricted stock, restricted stock units, and stock options and certain employee benefits. Brief descriptions of each principal element of our executive compensation program are summarized in the following table and described in more detail below.

 

Compensation Element

DescriptionObjectives

Base Salary

Fixed compensation

Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives

Annual Cash Bonus

Variable, performance-based cash compensation earned based on financial and individual performance

Retain and motivate executives to achieve or exceed financial goals and company objectives

Long-Term Equity Incentive Awards (Restricted Stock, Restricted Stock Units, and Stock Options)

Equity-linked compensation, subject to vesting based on continued employment and our long-term performance

The value of the long-term equity incentive awards are directly related to the appreciation in value delivered to our stockholders over time, aligning the interests of our executives with those of our stockholders

Employee Benefits

Participation in all broad-based employee health and welfare programs and retirement plans

Aid in retention of key executives in a highly competitive market for talent by providing an overall competitive benefits package

Base Salary

Annual base salaries compensate our Named Executive Officers for fulfilling the requirements of their respective positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation. Generally, our Named Executive Officers’ initial base salaries were established through arm’s-length negotiation at the time the individual was hired, taking into account his or her qualifications, experience, prior salary level, and market compensation benchmarks for the role. Thereafter, the base salaries of our executive officers are reviewed annually by our Compensation Committee, and adjustments are made as deemed appropriate.

The following table summarizes the base salaries of the Named Executive Officers for 2021 and 2022. The actual salary amounts earned by the Named Executive Officers for 2022 are reported in the Summary Compensation Table. None of our Named Executive Officers who were Named Executive Officers in 2021 received an increase in base salary for 2022.

 

annual cash incentives

Name 

2021 Base
Salary

($)

 

2022 Base
Salary

($)

 

    Percentage    
Increase

(%)

Scott Staples

 600,000 600,000 --

David L. Gamsey

 500,000 500,000 --

Joseph Jaeger

 500,000 500,000 --

Joelle M. Smith(1)(2)

 n/a 460,000 n/a

Bret T. Jardine(1)

 n/a 351,750 n/a

 

(1)

Ms. Smith and Mr. Jardine were not Named Executive Officers for 2021, and so we do not present compensation information for them for that year.

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(2)

Ms. Smith received a base salary increase in 2022 in connection with her promotion to the position of President, Data, Technology, and Experience on May 11, 2022.

Management Incentive Compensation Plan

We maintain a Management Incentive Compensation Plan (“MICP”), pursuant to which participants (including our Named Executive Officers) may receive a discretionary cash bonus each year, in an amount determined by the Compensation Committee. Bonus payments under the MICP are made following the completion of the Company’s annual financial audit, typically in March of the following year. Individual bonus targets under the MICP are generally established as a percentage of each participant’s base salary. The Compensation Committee determines the amount of funds to be paid out each year under the MICP in its discretion, but reviews the level at which certain financial metrics are achieved for such year in determining the amount payable.

In determining the discretionary bonus payment under the MICP in 2022, the Compensation Committee decided to base it on the level of Adjusted EBITDA and revenue achieved compared to budget, with each such metric weighted at 50% and with the amount of bonus payable for each metric to be equal to 100% if the metric is achieved at budget, 0% if the metric is achieved at less than 95% of budget and determined using linear interpolation for performance between 95% and 100% of budget. Based on the levels at which each such metric was achieved and using the scale described in the immediately preceding sentence, the Compensation Committee determined that each individual bonus under the MICP for 2022 would pay out at approximately 38% of the applicable employee’s annual target bonus amount.

The following table summarizes the fiscal 2022 bonus earned under the MICP in 2022 based on actual bonus achieved, as compared to the target opportunity, for each of our Named Executive Officers.

Name 

2022 Base
Salary

($)

 

Target MICP
Bonus Amount

($)

 

    Actual MICP    
Bonus Paid

($)(1)

Scott Staples

 600,000 400,000 153,048

David L. Gamsey

 500,000 250,000 95,655

Joseph Jaeger

 500,000 500,000 191,310

Joelle M. Smith(2)

 436,459 205,068 78,463

Bret T. Jardine

 351,750 175,875 67,293

(1)

Amounts shown reflect each Named Executive Officer’s target bonus amount for 2022 multiplied by approximately 38%.

(2)

Amounts shown for Ms. Smith reflect her salary increase from $400,000 to $460,000, effective as of May 11, 2022, and pro-rated target bonus opportunity for 2022.

Long-Term Equity Incentive Compensation

We use equity awards to incentivize and reward our executives officers, including our Named Executive Officers, for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. We use equity incentives that can beawards in the form of stock options, restricted stock units, and restricted stock units, although restricted stock units are currently only being offered to certain members of management.

other supplemental benefits relateddeliver long-term incentive compensation opportunities to job and work assignments.

We attempt to position the aggregate of these elements at a level 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:

Enable First Advantage to attract, motivate and retain key executive talent essential to the achievement of our short-term and long-term business objectives;

Provide compensation competitive with others in our industry;

Emphasize performance based compensation that may only be earned on the achievement of pre-defined business goals and superior individual performance;

Reward senior executives for achieving pre-defined business goals and objectives; and

Align the interests of our executives with stockholders.

In setting base salaries for each named executive officer during 2007, the compensation committee reviewed information about compensation levels for similar positions in companies comparable to First Advantage and his or her individual contribution. The compensation committee based the 2007 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. Restricted Stock Units, options and restricted stock were granted to provide the opportunity for long-term compensation based upon the performance of our Class A common stock over time and as a retention tool for key executive talent.

Compensation Process.

Compensation Committee. Executive officer compensation is administered by a three-member compensation committee of our board of directors. Ms. Kanin-Lovers and Messrs. Nickelson and Robert are the members of the compensation committee, with Ms. Kanin-Lovers serving as chairperson since April 2, 2007. Prior to April 2, 2007, Mr. Robert served as chairperson of the committee. Our board of directors appoints the compensation committee members and has delegated to the compensation committee the direct responsibility for, among other matters:

approving, in advance, the compensation and employment arrangements for our executive officers;

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reviewing all compensation and benefit plans and programs in which our executive officers participate; and

reviewing and recommending changes to all our equity-based plans as appropriate, subject to stockholder approval as required.

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 11 times in 2007.

Role of Compensation Experts. 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 directors, officers and employees, and other data and documentation 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 compensation of our directors and executive officers, including the sole authority to approve such consultants’ fees and other retention terms. In 2007, the compensation committee engaged Mercer as its compensation consultant. Examples of projects assigned to the consultant include the evaluation of the composition of the peer group of companies, evaluation of levels of our executive compensation as compared to general market compensationNamed Executive Officers, and to First Advantage’s peer companies, and evaluation of proposed compensation programs or changesaddress special situations as they may arise from time to existing programs. During 2007, the following peer companies were considered in determining compensation:

Acxiom CorporationEfunds Corporation
Alliance Data Systems CorporationEquifax Incorporated
Ceridian CorporationFair Isaac Corporation
Checkfree CorporationinfoUSA Incorporated
Choicepoint IncorporatedTalx Corporation
The D&B CorporationTeletech Holdings Incorporated

At the direction of the compensation committee, Mercer conducted an analysis of market compensation levels for our executive officers during the latter part of 2007 to determine if additional or different peer companies should be considered. At the January 28, 2008 compensation committee meeting, the committee selected the peer companies to be considered in determining compensation for 2008. During the review of peer companies, the committee considered, among other criteria, the benefits of expanding the sample size of peer companies for purposes of evaluating compensation levels and accounted for peerstime. Our Compensation Committeebelieves that may have been acquired or were no longer deemed to be a peer group of First Advantage. Data sources for this review included publicly reported compensation information for the named executive officers of a group of 18 peer companies, as well as published compensation surveys conducted by major consulting firms. The peer companies included in this analysis were selected from among U.S.-based publicly held companies that are comparable to us in size and industry. This group of 18 peer companies includes:

Acxiom CorporationFidelity National Information Services
Alliance Data Systems CorporationFirst Consulting Group, Inc.
CBIZ, Inc.FTI Consulting Inc.
Choicepoint IncorporatedGlobal Payments, Inc.
The D&B CorporationInfousa, Inc.
ExperianIntersections, Inc.
Equifax IncorporatedPaychex, Inc.
Fair Isaac CorporationTeletech Holdings Incorporated
Viad CorporationTotal System Services, Inc.

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Based on this analysis, the compensation committee targets total compensation levels (base salary, annual incentive opportunity and the estimated value of long-term incentive awards as of the date they are granted) for our executive officers generally at between the median and the 75th percentile of competitive market levels. The compensation committee considers this to be within the range of competitive market practice.

Role of Our Executive Officers in the Compensation Process. In the first quarter of each year, the chief executive officer presents a report to the compensation committee recommending the upcoming year’s salary, bonus for the prior year, and long-term incentive award levels for named executive officers as well as other executives, other than himself. The compensation committee uses 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.

Components of Compensation.

The components of our 2007 compensation program were structured to provide compensation competitive with comparable companies to reward the achievement of certain financial and business objectives and as a retention tool for key executive talent.

Base Salaries. Base salaries for our executive officers were set within ranges, 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 2007, salaries of our named executive officers were adjusted as follows. Mr. Nallathambi’s salary was increased from $525,000 to $575,000 in early 2007 in recognition of Mr. Nallathambi's performance in 2006. Mr. Nallathambi's salary was further increased to $625,000 in connection with his appointment as chief executive officer effective as of March 30, 2007 to reflect his promotion and to acknowledge the additional responsibilities he assumed at that time. Mr. Lamson’s salary was increased from $275,000 to $350,000 in recognition of his achievement of key objectives to effectively manage cash flow and control company expenses, 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 working with the investment community on behalf of the company. Mr. Mehta’s salary increased from $310,000 to $336,000 as a result of his key role in strategic projects for the company, including his oversight of shared services, informational security, operational compliance, and other corporate infrastructure projects. Mr. Barnett’s salary was increased from $275,000 to $288,750 as a result of the achievement of significant performance milestones for his segment, including integration of operations within the Multi-Family Services Segment, expansion of renter’s insurance, and development of new products. Mr. Valdez’s salary increased from $275,000 to $285,000 due to his role in international expansion in Asia, integration of multiple platforms in the Employer Services Segment, and success in the implementation of cross-selling initiatives.

Annual Cash Incentive Awards. Our annual bonus plan awards were intended to: (i) compensate executive officers 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 accountable. Corporate, business unit and individual performance goals under the annual incentive plan were linked to our annual business plan and budget. The total cash compensation (the sum of salary and bonus) for our executive officers was 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 February 2007, the compensation committee adopted the senior executive annual incentive program for fiscal year 2007, 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 2007. Mr. Nallathambi’s

20


senior executive annual incentive program was adopted in March 2007 due to his promotion to chief executive officer on March 31, 2007. Cash incentive awards issued under the 2007 senior executive annual incentive program are subject to adjustment at the compensation committee’s discretion. 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 under the 2007 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. However, no bonuses can be paid under the 2007 senior executive annual incentive program if threshold quantitative goals related to corporate financial performance are not met.

Messrs. Lamson, Mehta, Barnett and Valdez were entitled to a cash bonus if First Advantage achieved earnings of at least $1.21 per share and additional cash payments if certain enhancements to company operations were achieved. No cash bonus would have been paid if the threshold corporate financial goal was not met. In particular, if at least 80% of the earnings per share goal was not obtained ($0.97 per share), no cash bonus would be paid. For Messrs. Barnett and Valdez, the pre-tax profits of their respective segments was part of their qualitative performance goals.

Mr. Nallathambi was entitled to a cash bonus if First Advantage achieved earnings per share of at least 80% of the earnings per share goal ($0.97 per share). The maximum percentage of his base salary available for a cash bonus was 125% if First Advantage achieved earnings of at least $1.21 per share. If earnings per share was at least 80% of the earnings per share goal ($0.97 per share), Mr. Nallathambi would be entitled to a cash bonus equal to 50% of his base salary. In addition to the cash bonus, Mr. Nallathambi was eligible for an equity bonus of 5,000 shares of restricted stock if First Advantage achieved earnings of at least $1.00 per share, 40,000 shares of restricted stock based if First Advantage achieved earnings of at least $1.21 per share and 55,000 shares of restricted stock if First Advantage achieved earnings of at least $1.30 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 Mr. Nallathambi 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 is as follows:

Name

  Quantitative
Measurement
Corporate Goals
  Individual Qualitative
Measurement
  Maximum Percentage
of Base Salary
(Maximum Potential
Bonus)
  Percentage of
Maximum
Potential Bonus
Awarded as a
Bonus in 2007
 

Anand Nallathambi

  100% 0% 125% (1)125%

Akshaya Mehta

  100% 25% 125% 98%

John Lamson

  100% 25% 125% 125%

Evan Barnett

  25% 100% 125% 103%

Bart Valdez

  25% 100% 125% 84%

(1)In addition to achieving 125% of the cash component of his bonus, Mr. Nallathambi was awarded 45,000 shares of restricted stock based upon earnings per share of $1.24 for fiscal year 2007. The restricted stock vests ratably over four years at 25% per year.

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, 2007, 4,614,560 shares of Class A common stock and 340,499 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. Each option grant expires ten years after the grant date. Restricted stock vests over three years at a rate of 33.3% for the first two years and 33.4% for the last year. Restricted stock units vest over three years at a rate of 33.3% for the first two years and 33.4% for the last year.

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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 include 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. 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 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 was offered in 2006 and in 2007 and was administered under the 2003 Incentive Compensation Plan. The purpose of this plan was to ensure that First Advantage achieves its long-term goals and objectives. Participants in the program were identified at the beginning of each year. Participants were permitted to make an annual election of the form of 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 incentiveswhen 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. Participants making an election can choose to receive stock options and restricted stock/units (l-value share/unit for every 3 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 3-year graded time-based vesting schedule. Continued employment and satisfactory performance is required to meet the vesting requirements.

Participation in The First American Corporation’s Benefit Plans. The First American Corporation maintains a pension plan and a supplemental benefit plan. 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 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 were permitted to participate in the defined benefit pension plan. Currently, only Messrs. Nallathambi and Lamson participate in this plan.

The First American Corporation maintains an executive supplemental benefit plan that provides retirement benefits for, and pre-retirement death benefits with respect to, certain key management personnel. Under the plan, which was amended in 2007 upon retirement at normal retirement date (the later of age 62 or, completion of 10 years of service), a participant receives a joint life and 50% survivor annuity benefitexercise prices equal to 30% of “final average compensation.” “Final average compensation” is determined for those five calendar years of

22


employment preceding retirement 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.

The benefit is reduced by 5.952% for each year prior to age 62 in which retirement occurs.

To be eligible to receive benefits under the plan, 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 and, unless waived by its board of directors, covered by the plan 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) 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. Nallathambi, along with two other employees of First Advantage, participates in this 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 10, 2008, our executive officers as a group owned approximately 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 the fair market value of our common stock aton the date of grant, provide an appropriate long-term incentive for our executive officers, since the options reward them only to the extent that our stock price increases and stockholders realize value following their grant date. StockSimilarly, our Compensation Committee believes that restricted stock units and restricted stock help build ownership in our Company and to aid in our ability to retain our management team over a longer time horizon.

First Advantage Corporation | 2023 Proxy Statement

28


The Compensation Committee has not established a formal policy for equity award grants to our Named Executive Officers or other employees. Historically, equity awards have been granted in connection with an executive’s initial employment or promotion, and thereafter on a periodic basis in order to retain and reward our Named Executive Officers based on factors such as individual performance and strategic impact, retention goals, and competitive pay practices. The Compensation Committee determines the amount of long-term incentive compensation for our Named Executive Officers after taking into consideration the recommendations of our Chief Executive Officer (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each Named Executive Officer, criticality of position and individual performance (both historical and expected future performance).

2022 Option and RSU Grants

On May 12, 2022, we granted Ms. Smith 339,847 nonqualified options are only issued four times(“Time Options”) to purchase shares of our common stock and 99,620 restricted stock units (“RSUs”) in connection with her promotion to the position of President, Data, Technology, and Experience. The Time Options have a per share exercise price equal to $14.63 per share and a 10-year term. Subject to Ms. Smith’s continued employment through the applicable vesting date, the Time Options and RSUs vest 25% per year on pre-established grant dates. These award dates occur aftereach of the releasefirst four anniversaries of our quarterly financial results. All awards are approved by the compensation committee. For 2008, 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 2008, 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.May 11, 2022.

Perquisites and Other Personal Benefits. Supplemental benefits are offered to selected executive officers where they are specifically related to job and 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 related to job and work assignments.

Post-termination Compensation.

In 2007, none of our executive officers had change in control agreements. The First Advantage Corporation 2003 Incentive Compensation Plan calls for accelerated vesting of all awards in the event ofIf a change in control of The First American Corporation or us. In addition, Mr. Nallathambi participates inoccurs and during the First American Corporation’s supplemental benefit plan, which calls for accelerated vesting of all benefits in the event of a24 month period following such change in control, of The First American Corporation. On March 2, 2007, Mr. Long, our former chief executive officer, and First Advantage entered into a transition agreement in connection with his resignation. UnderMs. Smith’s service is terminated by the terms of the transition agreement Mr. Long received a cash severance payment of $4.4 million that was paid in two equal installments between April 2007 and March 2008. In addition, Mr. Long received an acceleration of all

23


of his unvested options, effective March 30, 2007. All of his previously vested options (including those with accelerated vesting) are exercisable until the earlier of exercise date under the respective option agreement with First AdvantageCompany without Cause or December 31, 2008. The transition agreement further providesdue to her resignation for the accelerated vesting of two restricted stock awards, effective March 30, 2007. An additional restricted stock award made to Mr. Long in 2007 continues to vest during theGood Reason (as each such term of the restrictive covenants set forthis defined in the transition agreement. The restrictive covenants Mr. Long agreed to include certain noncompetition, nonsolicitationSmith Employment Agreement), all unvested Time Options and nondisparagement obligations for a period of 24 months, ending March 2, 2009. Restricted stock units that were granted to Mr. Long in 2006 continue to vest according to the terms of First Advantage’s 2003 Incentive Compensation Plan. Mr. Long receives a consultant fee of $150,000 per annum, which expires in September 2009, and COBRA coverage continuation coverage for up to 18 months fromRSUs become fully vested upon the date of his resignation at costs equivalentsuch termination.

None of our other Named Executive Officers received an equity award in 2022.

Other Compensation

Retirement Benefits

We maintain a defined contribution plan (the “401(k) Plan”) for all full-time United States employees, including our Named Executive Officers. The 401(k) Plan is intended to those applicable to active First Advantage employees.

Tax Implications of Executive Compensation. Our aggregate deductions for each named executive officer compensation are potentially limited by Section162(m)qualify as a tax-qualified plan under Section 401(a) of the Internal Revenue CodeCode. Each participant may contribute up to 60% of 1986, as amended,such participant’s eligible compensation to the extent the aggregate amount paid401(k) Plan subject 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.

Summary Compensation Table

The following table shows the compensation for each individual who served at any time during 2007 as our principal executive officer and our principal financial officer,annual limitations and the other three most highly compensated executive officers who were serving asCompany may make discretionary matching contributions.

Health and Welfare Benefits

We provide various employee benefit programs to our executive officers at the fiscal year ended December 31, 2007Named Executive Officers, including medical, dental, vision, health savings account, flexible spending accounts, disability insurance, and whose total compensation (other than items disclosed under column (h) below) exceeded $100,000.life and accidental death and dismemberment insurance. These benefit programs are available to all of our U.S. full-time employees. We referdesign our employee benefits programs to each of the individuals namedbe affordable and competitive in the table below as “named executive officers”.

Name and

Principal

Position

(a)

 Year
(b)
 Salary
($)
(c)
  Bonus
($) (2)
(d)
  Stock
Awards
($) (3)
(e)
 Option
Awards
($) (3)
(f)
 Non-Equity
Incentive Plan
Compensation
($) (1)
(g)
 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($)
(h)
 All Other
Compensation
($) (6)
(i)
 Total
Compensation
($)
(j)

Anand Nallathambi,

Chief Executive Officer and President

 2007

2006

 $

 

625,000

525,000

 

 

 $

 

—  

—  

 

 

 $

 

562,564

420,043

 $

 

1,176,159

815,527

 $

 

781,250

615,235

 $

 

(5)

314,630

 $

 

36,778

34,018

 $

 

3,166,875

2,724,453

Akshaya Mehta,

Executive Vice President—Corporate Infrastructure

 2007

2006

 $

 

336,000

310,000

 

 

 $

 

—  

—  

 

 

 $

 

423,031

242,052

 $

 

190,095

476,047

 $

 

328,734

346,812

 $

 

86,999

53,563

 $

 

17,550

17,400

 $

 

1,382,409

1,445,874

John Lamson,

Chief Financial Officer and Executive Vice President

 2007

2006

 $

 

350,000

275,000

 

 

 $

 

—  

—  

 

 

 $

 

348,158

179,658

 $

 

300,940

472,530

 $

 

437,500

326,562

 $

 

28,175

33,365

 $

 

21,965

23,376

 $

 

1,486,738

1,310,491

Evan Barnett,

President of Multifamily Services Segment

 2007

2006

 $

 

288,750

275,000

 

 

 $

 

—  

74,250

 

(2)

 $

 

286,212

162,648

 $

 

73,530

230,683

 $

 

295,969

160,704

 $

 

1,887

4,160

 $

 

16,350

16,200

 $

 

962,698

923,645

Bart Valdez,

President of Employer Services Segment

 2007 $285,000  $—    $132,058 $171,810 $238,616 $365 $16,350 $844,199

John Long(4),

Former Chief Executive Officer

 2007

2006

 $

 

251,731

600,000

(4)

 

 $

 

—  

—  

 

 

 $

 

2,399,748

397,279

 $

 

1,220,669

1,461,819

 $

 

0

703,125

 $

 

(5)

424,736

 $

 

3,004,294

32,345

 $

 

5,719,182

3,619,304

(1)Annual bonus amounts for 2007 consisted entirely of cash for all named executive officers, except Mr. Nallathambi who also received 45,000 restricted stock, which vest ratably over a four-year period.
(2)Reflects a portion of Mr. Barnett’s 2006 annual incentive plan award for which a specific performance metric was modified by the compensation committee to reflect business conditions occurring after the plan metrics were originally approved by the compensation committee. The actual payment was based on the performance level achieved and was calculated consistent with the terms of the annual incentive plan.

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(3)The dollar amounts recorded in the table for the stock awards and the option awards have been computed in accordance with Statement of Financial Accounting Standards No.123, (as revised in 2004) (“SFAS No.123R”). Under SFAS 123R, our compensation cost relating to a stock or option award is generally computed over the period of time in which the named executive officer is required to provide service to us in exchange for the award. For more information about the assumptions used to determine the cost these awards reported in the table, see Note 2, “Summary of Significant Accounting Policies” to First Advantage’s consolidated financial statements as set forth in the First Advantage’s Form 10-K for the year ended December 31, 2007. These option awards are for First Advantage Corporation and First American Corporation.
(4)Mr. Long resigned as Chief Executive Officer effective as of March 30, 2007. Mr. Long's salary for 2007 reflects a pro-rata portion of his $650,000 annual salary through his termination date of March 30, 2007, plus $82,500 of unused but accrued vacation pay.
(5)For Mr. Nallathambi, this reflects an increase in the value of Mr. Nallathambi's accounts under The First American Corporation Pension Plan and The First American Corporation Deferred Compensation Plan aggregating $21,999, offset by a loss of $36,875 in the First American SERP. For Mr. Long, this reflects an increase in the value of Mr. Long's account under The First American Corporation Deferred Compensation Plan in the amount of $47,799, offset by a loss of $1,205,059 in The First American Corporation Pension Plan and The First American SERP.
(6)The table below sets forth a detailed breakdown of the items which comprise “All Other Compensation” for 2007:

Name

 Perquisites
and other
Personal
Benefits(7)
 Payments/Accruals
on Termination
Plans
  Registrant
Contributions
to Defined
Contribution
Plans(8)
 Insurance
Premiums
  Tax
Reimbursements
 Discounted
Securities
Purchases
 Other  Total All
Other

Anand Nallathambi,

    Chief Executive Officer and President

 $29,377  —    $6,750 $651  —   —    —    $36,778

Akshaya Mehta,

    Executive Vice President—Corporate Infrastructure

 $10,800  —    $6,750  —    —   —    —    $17,550

John Lamson,

    Chief Financial Officer and Executive Vice President

 $14,289  —    $6,750 $926  —   —    —    $21,695

Evan Barnett,

    President of Multifamily Services Segment

 $9,600  —    $6,750  —    —   —    —    $16,350

Bart Valdez,

    President of Employer Services Segment

 $9,600  —    $6,750  —    —   —    —    $16,350

John Long,

    Former Chief Executive Officer

 $4,521 $585,464(9) $0 $87,256(10) —   —   $2,327,053(11) $3,004,294

(7)Reflects car allowances and club membership dues.
(8)Represents First Advantage’s matching contribution in February 2008 to participants’ 2007 deferrals in the First Advantage 401(k) Savings Plan.
(9)Reflects Mr. Long's distributions from the First American Corporation Deferred Compensation Plan for salary and/or bonus payments deferred during prior years.
(10)Reflects medical and dental insurance premiums paid by First Advantage under Mr. Long's transition agreement of $80,358 plus $6,898 for annual premiums under The First American Corporation Deferred Compensation Plan for covered death benefits.
(11)Represents a severance payment of $2,200,000 and $112,500 of consulting fees paid to Mr. Long per the terms of his transition agreement. Also, includes $14,553 of legal fees reimbursed to Mr. Long in conjunction with his resignation.

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Grants of Plan-Based Awards

The following table provides information concerning equity-based compensation grantedrelation to the named executive officers during 2007 under any plan.market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Name

 Grant
Date
 Plan Estimated Future
Payouts

Under Non-Equity
Incentive

Plan Awards (1)
 Estimated Future
Payouts Under Equity
Incentive Plan Awards
(2)
  All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
 Grant
Date
Fair
Value of
Stock
and
Option
Awards
   Threshold
($)
 Target
($)
 Maximum
($)
 Threshold
(#)
 Target
(#)
 Maximum
(#)
     

Anand Nallathambi,

Chief Executive Officer and President

 2/22/07 FADV 2003

Incentive

Compensation

Plan

        100,000(3) $26.76 $2,676,000
 2/22/07 FADV 2003

Incentive

Compensation

Plan

       36,160(4)  $26.76 $967,642
 3/15/2007 FADV 2003
Incentive
Compensation
Plan
    5,000 40,000 55,000(2)    
 3/30/07 FADV 2003

Incentive

Compensation

Plan

        50,000(5) $23.97 $1,198,500

Akshaya Mehta,

Executive Vice President—Corporate Infrastructure

 2/22/07 FADV 2003

Incentive

Compensation

Plan

       20,000(3)  $26.76 $535,200

John Lamson,

Chief Financial Officer and Executive Vice President

 2/22/07 FADV 2003

Incentive

Compensation

Plan

       20,000(3)  $26.76 $535,200

Evan Barnett,

President of Multifamily Services Segment

 2/22/07 FADV 2003

Incentive

Compensation

Plan

       13,333(3)  $26.76 $356,791

Bart Valdez,

President of Employer Services Segment

 2/22/07 FADV 2003

Incentive

Compensation

Plan

       13,333(3)  $26.76 $356,791

John Long,

Former Chief Executive Officer

 2/22/07 FADV 2003

Incentive

Compensation

Plan

       50,000(3)  $26.76 $1,338,000
 2/22/07 FADV 2003

Incentive

Compensation

Plan

       36,160(4)  $26.76 $967,642

(1)Each of the named officers participated in the 2007 senior executive annual incentive program. The annual cash incentive award earned by the named officer in 2007 under the plan is shown in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” No future awards will be made under the plan’s 2007 annual cash incentive award. The 2007 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 the annual bonus plan, as approved by the compensation committee, based on achieving certain earnings per share levels for 2007. In February 2008, the compensation committee determined Mr. Nallathambi earned 45,000 shares of restricted stock. These shares will vest in one-quarter increments over the next 4 years (2009, 2010, 2011 and 2012).
(3)

Reflects awards under the 2006 Flexible Long-Term Incentive Plan, which is a sub plan under the 2003 Incentive Compensation Plan. Select executives may elect to receive the full value of their award as stock option shares or one-third of the value of the award as either restricted shares or restricted stock units, or a combination of stock options, restricted shares and restricted stock units. The stock awards for Messrs. Nallathambi, Mehta, Lamson, Barnett and Valdez are restricted shares that vest in one-third increments over

No Pension Benefits

26


the next three years (2008, 2009 and 2010). The stock award for Mr. Long was also restricted shares that were scheduled to vest in one-third increments over the next three years, but the vesting schedule was accelerated upon his resignation in March 2007 to one-third of the shares vesting in March 2007 and remaining shares vesting in equal installments in March 2008 and 2009. The stock options for Mr. Nallathambi vest in one-third increments over the next three years (2008, 2009 and 2010) and will expire in February 2017.

(4)These awards represent a portion of Messrs. Nallathambi's and Long's 2006 bonus plan. The compensation committee determined in February 2007 that Messrs. Nallathambi and Long each earned 36,160 shares based on attaining certain earnings per share levels. The threshold award under their 2006 plan was for 16,000 restricted shares and the target and maximum awards were for 40,000 shares. These restricted shares vest in one-quarter increments over the next 4 years (2008, 2009, 2010 and 2011). Upon Mr. Long's resignation in March 2007, the vesting on his 36,160 shares was fully accelerated.
(5)Represents a special stock option grant by the compensation committee in recognition of Mr. Nallathambi's promotion to Chief Executive Officer. These stock options vest in one-third increments over the next 3 years (2008, 2009 and 2010) and will expire in March 2017.

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

We have no employment agreements with our named executive officers.

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.

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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 as of December 31, 2007 for each named executive officer.

  Option Awards Stock Awards

Name

 Year
of
Option
Grant
 Number of Securities
Underlying
Unexercised Options
(#)
 Option
Exercise
Price
($)
 Option
Expiration
Date
 Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
 Market
Value of
Shares
or

Units of
Stock
That
Have

Not
Vested
($)(1)
 Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
  Exercisable Unexercisable       

Anand Nallathambi,

 2005 133,400 66,600 $27.070 9/15/2015   —    —  

Chief Executive Officer and President

 2007  100,000 $26.760 2/22/2017     
 2007  50,000 $23.970 3/30/2017     
      57,981 $954,947   

Akshaya Mehta,

 2003 50,000  $21.625 6/4/2013   —    —  

Executive Vice President – Corporate Infrastructure

 2003 85,000  $18.400 12/22/2013     
 2005 50,025 24,975 $19.490 2/22/2015     
      39,223 $646,003   

John Lamson,

 2003 50,000  $21.625 6/4/2013   —    —  

Chief Financial Officer and Executive Vice President

 2003 50,000  $18.400 12/22/2013     
 2005 50,025 24,975 $19.490 2/22/2015     
 2006 13,360 26,640 $24.930 2/21/2016     
      37,354 $615,220   

Evan Barnett,

 2003 50,000  $21.625 6/4/2013   —    —  

President of Multifamily Services Segment

 2003 25,000  $18.400 12/22/2013     
 2005 20,010 9,990 $19.490 2/22/2015     
      26,733 $440,293   

Bart Valdez,

 2003 50,000  $21.625 6/4/2013   —    —  

President of Employer Services Segment

 2003 25,000  $18.400 12/22/2013     
 2005 16,675 8,325 $19.490 2/22/2015     
 2006 13,360 26,640 $24.930 2/21/2016     
      15,663 $257,970   

John Long,

 2003 267,500  $21.625 12/31/2008   —    —  

Former Chief Executive Officer

 2003 118,380  $18.400 12/31/2008     
 2005 150,000  $19.490 12/31/2008     
 2006 150,000  $24.930 12/31/2008     
      46,275 $762,149   

(1)Based on the December 31, 2007 closing stock price of $16.47.

28


Outstanding Equity Awards at Fiscal Year-End – The First American Corporation

The following table provides information concerning unexercised options as of December 31, 2007 for each named executive officer under The First American Corporation’s 1996 Stock Option Plan, 1997 Director’s Stock Plan and 2006 Incentive Compensation Plan.

Option Awards

Name

  Year
of
Option
Grant
  Number of Securities
Underlying
Unexercised Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
    Exercisable  Unexercisable    

Anand Nallathambi,

Chief Executive Officer and President(1)

  2000  6,000    $14.00  2/24/2010
  2001  15,000    $19.20  12/13/2011
  2002  10,000    $19.10  7/23/2012
  2003  20,000  10,000  $22.85  2/27/2013
  2004    20,000  $30.56  2/26/2014
  2005    30,000  $36.55  2/28/2015

Akshaya Mehta,

Executive Vice President—Corporate Infrastructure

  2002  8,000    $18.89  1/24/2012

John Lamson,

Chief Financial Officer and Executive Vice President(1)

  2003

2003

  1,000

1,000

  1,000

1,000

  $

$

26.35

26.35

  3/12/2013

4/1/2013

          

Evan Barnett,

President of Multifamily Services Segment

    —    —      

Bart Valdez,

President of Employer Services Segment

    —    —      

John Long,

Former Chief Executive Officer

    —    —      

(1)On January 4, 2007, The First American Corporation announced that the special subcommittee of its Audit Committee completed its review of The First American Corporation’s historical stock option granting practices and related tax and accounting matters. In the course of its four month review, the special subcommittee conducted an extensive investigation and evaluated all option grants made under the company’s 1996 Stock Option Plan, 1997 Director’s Stock Plan and 2006 Incentive Compensation Plan. The special subcommittee determined that the company used incorrect measurement dates for financial reporting purposes with respect to a number of stock option grants made between 1996 and 2006 and improperly accounted for the mispriced options under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment”. The special subcommittee determined that these errors were the result of date selection methods, internal control deficiencies and the misapplication of technical accounting provisions. As a result of these findings:

Mr. Nallathambi’s options were re-priced from $10.75 to $14.00, from $18.08 to $19.20 and from $16.50 to $19.10;

Mr. Lamson’s options were re-priced from $21.89 to $26.35 and from $24.67 to $26.35.

29


Options Exercised and Stock Vested

The following table provides information concerning each exercise of stock options, SARs and similar instruments and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during 2007 for each of the named executive officers on an aggregate basis.

   Option Awards  Stock Awards

Name

  Number
of Shares
Acquired
on
Exercise
(#)
  Value
Realized
on
Exercise
($)
  Number
of Shares
Acquired
on
Vesting
(#)
  Value
Realized
on
Vesting
($)

Anand Nallathambi,

    Chief Executive Officer and President

  50,000  $755,740(1) 10,893  $289,526

Akshaya Mehta,

    Executive Vice President—Corporate Infrastructure

  4,000  $116,846(2) 11,554  $306,884

John Lamson,

    Chief Financial Officer and Executive Vice President

  16,000  $490,361(3) 3,910  $104,123

Evan Barnett,

    President of Multifamily Services Segment

     7,667  $203,640

Bart Valdez,

    President of Employer Services Segment

     1,163  $30,971

John Long,

    Former Chief Executive Officer

  37,620  $379,460(4) 64,557  $1,634,050

(1)These stock options were awarded in February 2004 and February 2005 by The First American Corporation.
(2)These stock options were awarded in January 2002 by The First American Corporation.
(3)These stock options were awarded in February 2000, and March and April 2003 by The First American Corporation.
(4)These stock options include 6,000 that were awarded in February and July 2002 by The First American Corporation.

The First American Corporation Benefit Plans

Certain of our employees are eligible to participate in the following benefit plans maintained by The First American Corporation for the benefit of certain officers and employees of The First American Corporation and its subsidiaries, including our and our subsidiaries’ officers and employees.

30


Pension Plan and Supplemental Benefit Plan

The following table provides informationOther than with respect to eachour 401(k) Plan, our employees, including the Named Executive Officers, do not participate in any plan that provides for retirement payments and benefits, or otherpayments and benefits to the named executive officersthat will be provided primarily following or in connection with, retirement.

Name

  Plan Name  Number
of Years
of
Credited
Service
(#)
  Present
Value of
Accumulated
Benefit
($)
  Payments
During
Last
Fiscal
Year ($)

Anand Nallathambi,

  The First American Corporation Pension Plan  13.00(1) $44,228  

Chief Executive Officer and President

  The First American Corporation Executive Supplemental
Benefit Plan
   $1,252,860  

Akshaya Mehta,

    —     —    

Executive Vice President—Corporate Infrastructure

       

John Lamson,

  The First American Corporation Pension Plan  8.25  $72,941  

Chief Financial Officer and Executive Vice President

       

Evan Barnett,

  The First American Corporation Pension Plan  7.25  $84,126  

President of Multifamily Services Segment

       

Bart Valdez,

  The First American Corporation Pension Plan  7.25  $9,103  

President of Employer Services Segment

       

John Long,

  The First American Corporation Pension Plan  16.58  $101,967  

Former Chief Executive Officer

  The First American Corporation Pension Restoration Plan  16.58  $70,211  

(1)Mr. Nallathambi's service was underreported last year at 11 years; this represents a correction.

Additional Information Relating to Our Pension Plan and Supplemental Benefit Plan TableNo Nonqualified Deferred Compensation

Pension Plan. 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 becomeDuring 2022, our employees, of First Advantage or its subsidiaries in connection with such acquisition generally are permitted to continue their participation inincluding the pension plan, to the extent available to employees of First American. As of December 31, 2001, no new participants were permitted to participate in the defined benefit pension plan.

In order to participate, during plan years ending on or prior to December 31, 1994, an employee was required to contribute 1.5% of pay (i.e., salary, plus cash bonuses, commissions and other pay) to the plan. As a result of amendments to the pension plan that were adopted in 1994, during plan years commencing after December 31, 1994, an employee wasNamed Executive Officers, did not required to contribute to, the plan in order to participate. As a result of further amendments, which were adopted in 2000, the pension plan will not accept new participants after December 31, 2001.

A participant generally vests in his accrued benefit attributable to The First American Corporation’s contributions upon the completion of three years of service or if earlier, the attainment of normal retirement age while an employee. Normal retirement age is defined under the plan as the later of the employee’s attainment of age 65 or his third anniversary of participation in the plan.

31


Upon retirement at normal retirement age, an employee receives full monthly benefits which are equal, when calculated as a life annuity:

to 1% of the first $1,000 and 1.25% of remaining final average pay (i.e., the average of the monthly "pay," as defined above, during the five highest paid consecutive calendar years out of the last ten years prior to retirement) times the number of years of credited service with First American and its subsidiaries (including First Advantage and its subsidiaries) as of December 31, 1994; and

to 3/4% of the first $1,000 and 1% of the remaining final average pay times the number of years of credited service with First American and its subsidiaries (including First Advantage and its subsidiaries) subsequent to December 31, 1994.

Effective December 31, 2000, First American’s pension plan was amended to exclude from the calculation of benefitsearn any pay earned after December 31, 2001, and any service earned after December 31, 2005.

Effective December 31, 2002, First American’s pension plan was amended to reduce the rate at which future benefits accrue for participants who had not yet attained age 50 by spreading the accrual of the benefit that would have accrued during 2003 – 2005 over extended periods ranging from 5 to 20 years, depending on the participant’s age as of December 31, 2002. The pension plan was amended in February 2008 to eliminate benefit accruals for service after April 30, 2008.

An employee with at least three years of participation in the plan may elect to retire after attaining age 55, but prior to age 65, and receive reduced benefits.

The First American Corporation funds the plan based on actuarial determinations of the amount required to provide the stated benefits. The benefits are not subject to deduction for Social Security payments or any other offsets. Currently, Messrs. Nallathambi, Lamson, Barnett and Valdez have 13.00, 8.25, 7.25 and 7.25 years, respectively, of credited service. At his resignation, Mr. Long had 16.58 years of credited service.

The compensation levels shown in the table are less than those set forth in the summary compensation table because the federal tax law limits the maximum amount of pay that may be considered in determining benefits under the tax-qualified pension plan, and The First American Corporation’s pension restoration plan, which is described below, does not make up for these limits for pay exceeding $275,000. The limit on pay that could be recognized by tax-qualified retirement plans was $200,000 in 1989. This amount was adjusted for inflation for each year through 1993, when the limit was $235,840. In 1993, this limit was decreased to $150,000 for plan years beginning in 1994. The $150,000 limit has been adjusted for inflation and was increased to $160,000 as of January 1, 1997, and to $170,000 as of January 1, 2000. The highest final average pay that could be considered in determining benefits accruing under the pension plan before 1994 is $219,224, and since First American’s pension plan does not consider pay earned after December 31, 2001, the highest final average pay that can be considered in determining benefits accruing after 1993 is $164,000.

During 1996, The First American Corporation adopted its pension restoration plan. This plan is an unfunded, nonqualified plan designed to make up for the benefit accruals that are restricted by the indexed $150,000 pay limit. However, in order to limit its expense, the pension restoration plan does not make up for benefit accruals on compensation exceeding $275,000. The pension restoration plan also makes up for benefits that cannot be paid from The First American Corporation’s pension plan because of limitations imposed by the federal tax laws. Vesting of benefits payable to an employee under The First American Corporation’s pension restoration plan occurs at the same time that vesting occurs for that employee in his or her pension plan benefits. The pension restoration plan is effective as of January 1, 1994, but only covers selected pension plan participants who were employees of The First American Corporation or its participating subsidiaries on that date. As noted above, January 1, 1994, is the date as of which the pay limit for the pension plan was reduced from $235,840 to $150,000. The pension restoration plan excludes pay earned after December 31, 2001, as does the pension plan. The pension restoration plan was amended in February 2008 to eliminate benefit accruals for service after April 30, 2008.

32


Supplemental Benefit Plan. The First American Corporation maintains an executive supplemental benefit plan that it believes assists in attracting and retaining highly qualified individuals for upper management positions. The plan provides retirement benefits for, and pre-retirement death benefitsamounts with respect to, certain key management personnel selected by The First American Corporation’s board of directors, and may include our executives or executives of our subsidiaries at and to the extent selected by The First American Corporation’s board of directors. Under the plan, which was amended in 2007 upon retirement at normal retirement date (the later of age 62 or, completion of ten years of service), a participant receives a joint life and 50% survivor annuity benefit equal to 30% of “final average compensation.” “Final average compensation” is the average annual compensation, composed of base salary, plus cash and stock bonuses, for those five calendar years of employment preceding retirement in which such compensation is the highest.

The benefit is reduced by 5.952% for each year prior to age 62 in which retirement occurs.

To be eligible to receive benefits under the plan, a participant must be at least age 55, have been an employee of The First American Corporation, or an employee of one of its subsidiaries (including our subsidiaries and us), for at least ten years and, unless waived by The First American Corporation’s board of directors, covered by the plan for at least five years. A pre-retirement death benefit is provided consisting of ten annual payments, each of which equals 50% of final average compensation. Vesting of rights under the plan is accelerated in the event of a change in control (as defined in the plan) of The First American Corporation.

The supplemental benefit plan is unfunded and unsecured. The First American Corporation purchases insurance, of which The First American Corporation is the owner and beneficiary, on the lives of the participants in the plan. This insurance is designed to recover, over the life of the plan, The First American Corporation’s costs incurred with respect to the plan. Currently, only Mr. Nallathambi and two additional employees have been selected by The First American Corporation board to participate in the plan. Prior to his resignation, Mr. Long also participated in the plan. No amounts are payable by us in connection with this plan, other than the reimbursable expenses for administration of the plan.

On October 11, 2005, the company and The First American Corporation entered into a reimbursement agreement, which requires the company to reimburse The First American Corporation for the actual costs associated with the participation of our executives or our subsidiaries’ executives in the supplemental benefit plan. In 2007, we reimbursed The First American Corporation $585,603 for actual and interest costs for Mr. Nallathambi’s participation in the supplemental benefit plan.

33


Nonqualified Deferred Compensation

The following table provides information with respect to eachany defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified for each named executive officer.tax-qualified.

No Perquisites

We generally do not provide perquisites or personal benefits to our Named Executive Officers.

 

Name

 Executive
Contribution in

Last Fiscal Year
($)
 Registrant
Contribution in

Last Fiscal Year
($)
 Aggregate
Earnings in
Last Fiscal Year
($)
 Aggregate
Withdrawals in
Last Fiscal Year
($)
 Aggregate
Balance at Last

Fiscal Year-end
($)

Anand Nallathambi,

Chief Executive Officer and President

 $62,789 $0 $21,757 $0 $385,342

Akshaya Mehta,

Executive Vice President—Corporate Infrastructure

 $445,971 $0 $86,999 $0 $1,336,107

John Lamson,

Chief Financial Officer and Executive Vice President

 $38,000 $0 $27,627 $0 $296,196

Evan Barnett,

President of Multifamily Services Segment

 $0 $0 $0 $0 $0

Bart Valdez,

President of Employer Services Segment

 $0 $0 $0 $0 $0

John Long,

Former Chief Executive Officer

 $42,368 $0 $47,799 $585,464 $0

First Advantage Corporation | 2023 Proxy Statement

29

Additional Information Relating to Our Nonqualified Deferred Compensation Plan Table


Deferred Compensation Plan. The First American Corporation’s deferred compensation plan offers to a select group of managementSeverance Arrangements and highly compensated employees of The First American Corporation and its subsidiaries, including our subsidiaries and us, the opportunity to elect to defer portions of salary, commissions and bonuses. A committee appointed by The First American Corporation’s board is responsible for administering the plan, which became effective January 1, 1998. The First American Corporation maintains a deferral account for each participating employee on a fully vested basis for all deferrals. Participants can choose to have their cash benefits paid in one lump sum or in quarterly payments upon termination of employment or death. Subject to the terms and conditions of the plan, participants also may elect to schedule in-service withdrawals of deferred compensation and the earnings and losses attributable thereto. For all participants who joined the plan prior to December 31, 2001, the plan provides a pre-retirement life insurance benefit equal to the lesser of 15 times the amount deferred in a participant’s first year of participation or $2.0 million. The life insurance benefit is reduced beginning at age 61 by 20% per year. Participants who join the plan after December 31, 2001, are not eligible for any life insurance benefit. The First American Corporation pays a portion of the cost of such life insurance benefits. Messrs. Lamson, Mehta and Nallathambi participate in this plan. Prior to his resignation, Mr. Long also participated in this plan. The plan is unfunded and unsecured.

34


Potential Payments Upon Termination or Change in Control Vesting

Name

 

Benefit

 Termination
with Cause
or for Good
Reason
 Termination
without
Cause or
Good
Reason
 Voluntary
Termination
 Death Disability Change in
Control
 Retirement

Anand Nallathambi,

 Stock Options (1): $0 $720,120 $720,120 $904,020 $904,020 $904,020 $—  

Chief Executive Officer and President

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $954,947 $802,369 $954,947 $—  
 Pension Plan (2): $44,228 $44,228 $44,228 $28,409 $44,228 $44,228 $—  
 Supplemental Benefit Plan (2): $0 $0 $0 $5,496,722 $1,904,350 $6,183,644 $—  
 Deferred Compensation Plan (2): $385,342 $385,342 $385,342 $675,982 $385,342 $385,342 $—  
 Paid Time-Off (2): $69,357 $69,357 $69,357 $69,357 $69,357 $69,357 $—  
 Total Value: $498,927 $1,219,047 $1,219,047 $8,129,437 $4,109,666 $8,541,538 $0

Akshaya Mehta,

 Stock Options (1): $0 $121,840 $121,840 $121,840 $121,840 $121,840 $—  

Executive Vice President—Corporate Infrastructure

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $646,003 $32,495 $646,003 $—  
 Pension Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Supplemental Benefit Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Deferred Compensation Plan (2): $1,336,107 $1,336,107 $1,336,107 $1,336,107 $1,336,107 $1,336,107 $—  
 Paid Time-Off (2): $37,477 $37,477 $37,477 $37,477 $37,477 $37,477 $—  
 Total Value: $1,373,584 $1,495,424 $1,495,424 $2,141,427 $1,527,919 $2,141,427 $0

John Lamson,

 Stock Options (1): $0 $15,540 $15,540 $31,080 $31,080 $31,080 $15,540

Chief Financial Officer and Executive Vice President

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $615,220 $111,617 $615,220 $0
 Pension Plan (2): $72,941 $72,941 $90,808 $45,853 $72,941 $72,941 $90,808
 Supplemental Benefit Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Deferred Compensation Plan (2): $296,196 $296,196 $296,196 $416,196 $296,196 $296,196 $296,196
 Paid Time-Off (2): $39,038 $39,038 $39,038 $39,038 $39,038 $39,038 $39,038
 Total Value: $408,175 $423,715 $441,582 $1,147,387 $550,872 $1,054,475 $441,582

Evan Barnett,

 Stock Options (1): $0 $0 $0 $0 $0 $0 $0

President of Multifamily Services Segment

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $440,293 $42,015 $440,293 $0
 Pension Plan (2): $84,126 $84,126 $90,718 $45,921 $84,126 $84,126 $90,718
 Supplemental Benefit Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Deferred Compensation Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Paid Time-Off (2): $35,538 $35,538 $35,538 $35,538 $35,538 $35,538 $35,538
 Total Value: $119,664 $119,664 $126,256 $521,752 $161,679 $559,957 $126,256

35


Name

 

Benefit

 Termination
with Cause
or for Good
Reason
 Termination
without
Cause or
Good
Reason
 Voluntary
Termination
 Death Disability Change in
Control
 Retirement

Bart Valdez,

 Stock Options (1): $0 $0 $0 $0 $0 $0 $—  

President of Employer Services Segment

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $257,970 $38,375 $257,970 $—  
 Pension Plan (2): $9,103 $9,103 $9,103 $5,985 $9,103 $9,103 $—  
 Supplemental Benefit Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Deferred Compensation Plan (2): $—   $—   $—   $—   $—   $—   $—  
 Paid Time-Off (2): $32,970 $32,970 $32,970 $32,970 $32,970 $32,970 $—  
 Total Value: $42,073 $42,073 $42,073 $296,925 $80,448 $300,043 $0

John Long

 Stock Options (1): $0 $0 $0 $0 $0 $0 $—  

Former Chief Executive Officer

 Restricted Stock Restricted Stock Units (1): $0 $0 $0 $691,180 $0 $691,180 $—  
 Pension Plan (2): $—   $—   $172,178 $—   $—   $—   $—  
 Supplemental Benefit Plan (2): $0 $0 $0 $0 $0 $0 $—  
 Deferred Compensation Plan (2): $0 $0 $0 $0 $0 $0 $—  
 Paid Time-Off (2): $0 $0 $0 $0 $0 $0 $—  
 Total Value: $0 $0 $172,178 $691,180 $0 $691,180 $0

(1)Based on the December 31, 2007 closing stock price of $16.47 for First Advantage stock options, restricted stock and restricted stock unit awards, and the December 31, 2007 closing stock price of $34.12 for The First American Corporations’ stock option awards.
(2)Based on plan valuations and accrued obligations as of December 31, 2007.

Additional Information RelatingEach Named Executive Officer is entitled to Potential Payments Upon Employment Terminationreceive severance benefits under the terms of their employment letter agreement upon termination by us without cause or Changeby the executive for good reason. We provide these severance benefits in Control

Change in Control Arrangements

In 2007, none oforder to provide an overall compensation package that is competitive with that offered by the companies with whom we compete for executive talent. Severance benefits allow our executive officers had change in control agreements. However, the First Advantage Corporation 2003 Incentive Compensation Plan callsNamed Executive Officers to focus on our objectives without concern for accelerated vesting of all awardstheir employment security in the event of a changetermination.

Report of Compensation Committee

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in controlthis Proxy Statement and incorporated by reference into the 2022 Form 10-K.

Submitted by the Compensation Committee of the Company’s Board of Directors:

John Rudella, Chair

Susan R. Bell

Bianca Stoica

Summary Compensation Table

The First Americanfollowing table sets forth information concerning the compensation earned by our Named Executive Officers, during our fiscal year ended December 31, 2022.

SUMMARY COMPENSATION TABLE

Name and Principal Position Year 

Salary

($)(1)

 

Bonus

($)(2)

 

Stock
Awards

($)(3)

 

Option
Awards

($)(4)

 

Non-Equity
Incentive Plan
Compensation

($)

 

All Other
Compensation

($)(5)

 Total
($)

Scott Staples

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 2022 600,000 153,048 -- -- -- 4,575 757,623
 2021 600,000 -- -- 6,165,446 400,000 4,350 7,169,796
 2020 450,007 750,000 4,192,412 -- 277,300 4,275 5,673,994

David L. Gamsey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Financial Officer & Executive Vice President

 2022 500,000 95,655 -- -- -- 4,575 600,230
 2021 500,000 -- -- 1,287,185 250,000 4,350 2,041,535
 2020 400,006 750,000 873,419 -- 172,800 4,275 2,200,500

Joseph Jaeger

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President, Americas

 2022 500,000 191,310 -- -- -- 4,575 695,885
 2021 500,000 -- 527,045 1,806,409 500,000 4,350 3,337,804
 2020 499,995 750,000 1,222,787 -- 432,100 4,275 2,909,157

Joelle M. Smith(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President, Data, Technology, and Experience

 2022 436,459 78,463 1,457,441 2,310,250 -- 4,382 4,286,996

Bret T. Jardine(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVP, General Counsel & Corporate Secretary

 2022 351,750 67,293 -- -- -- 4,017 423,060

(1)

Amounts reported in this column for Messrs. Staples, Gamsey, Jaeger and Jardine reflect their base salary earned during 2022. For Ms. Smith, this includes her salary increase which was effective as of May 11, 2022.

(2)

The amounts reported in this column represent the annual incentive bonus amounts earned by each Named Executive Officer pursuant to our MICP (as described below under “—Management Incentive Compensation Plan”).

First Advantage Corporation | 2023 Proxy Statement

30


(3)

With respect to Ms. Smith only, we granted RSUs under our 2021 Omnibus Incentive Plan (“2021 Equity Plan”) pursuant to a form of restricted stock unit agreement (the “RSU Agreement”). 100% of the RSUs are subject solely to time-based vesting criteria. See Note 10 (“Share-based Compensation”) to our audited consolidated financial statements included in our 2022 Form 10-K for a discussion of the valuation of our equity-based awards.

(4)

With respect to Ms. Smith only, we granted stock options under our 2021 Equity Plan pursuant to a form nonqualified stock option agreement (the “Options Agreement”). 100% of the stock options are subject solely to time-based vesting criteria. See Note 10 to our audited consolidated financial statements included in our 2022 Form 10-K for a discussion of the valuation of our equity-based awards.

(5)

The amounts reported in this column represent the discretionary employer matching contribution under the 401(k) Plan for each Named Executive Officer.

(6)

Under applicable SEC rules, we have excluded compensation for each Mr. Jardine and Ms. Smith for 2020 and 2021, as they were not Named Executive Officers during those years.

Employment Agreements with Named Executive Officers

The Company entered into an employment letter agreement with each of our Named Executive Officers, which sets forth standard terms summarizing annual base salary, bonus, and benefits.

Staples Employment Agreement

Pursuant to Mr. Staples’ employment letter agreement, dated March 1, 2017 (the “Staples Employment Agreement”), Mr. Staples serves as our Chief Executive Officer. The following terms are provided by the Staples Employment Agreement:

Employment Term

The Staples Employment Agreement has no specified employment term and may be terminated by either the Company or us.Mr. Staples at any time and for any reason or no reason. In addition, Mr. Nallathambi participates in the First American Corporation’s supplemental benefit plan, which calls for accelerated vesting of all benefits in the event of Mr. Staples’ voluntary resignation, he is required to provide 30 days’ notice and, if so requested by the Company, will continue working on a changefull-time basis in control of The First American Corporation.

A “change in control” for purposes of The First American Corporation’s supplemental benefit plan means any onehis then current role through the expiration of the following:30-day notice period.

Compensation and Benefits

Mr. Staples is entitled to an initial base salary of $450,000 (increased to $600,000 in 2021), which is subject to annual review and increase pursuant to employee compensation policies in effect from time to time. In addition, he is eligible to receive an annual performance cash bonus under the MICP in a target amount equal to $350,000 for 2018 and thereafter (increased to $400,000 in 2021).

Gamsey Employment Agreement

Pursuant to Mr. Gamsey’s employment letter agreement, dated December 17, 2015, (the “Gamsey Employment Agreement”), Mr. Gamsey serves as our Chief Financial Officer and Executive Vice President. The following terms are provided by the Gamsey Employment Agreement.

Employment Term

The Gamsey Employment Agreement has no specified employment term and may be terminated by either the Company or Mr. Gamsey at any time and for any reason or no reason, upon written notice to the other party.

 

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a merger or consolidationCompensation and Benefits

Mr. Gamsey is entitled to an initial base salary of $400,000 (increased to $500,000 in 2021), which stockholders of The First American Corporation end up owning less thanis subject to annual review and adjustment (but not reduction for the same responsibilities) pursuant to employee compensation policies in effect from time to time. In addition, he is eligible to participate in the MICP, pursuant to which he may receive an annual performance bonus in an amount equal to 50% of his base salary.

Jaeger Employment Agreement

Pursuant to Mr. Jaeger’s employment letter agreement, dated August 14, 2015 and amended on May 19, 2016 (“the voting securitiesJaeger Employment Agreement”), Mr. Jaeger serves as our President, Americas. The following terms are provided by the Jaeger Employment Agreement.

Employment Term

The Jaeger Employment Agreement has no specified employment term and may be terminated by either the Company or Mr. Jaeger at any time and for any reason or no reason.

Compensation and Benefits

Mr. Jaeger is entitled to an initial base salary of the surviving entity;

the sale, transfer or other disposition of all or substantially all of The First American Corporation’s assets or the complete liquidation or dissolution of The First American Corporation;

a change$500,000, which is subject to annual review and increase pursuant to employee compensation policies in effect from time to time. In addition, he is eligible to participate in the compositionMICP, pursuant to which he may receive an annual performance bonus in an amount equal to 100% of his base salary (unchanged in 2022).

Smith Employment Agreement

Pursuant to Ms. Smith’s employment letter agreement, dated May 31, 2017, (the “Smith Employment Agreement”), Ms. Smith was initially engaged as an Executive Vice President and, since May 11, 2022, serves as our President, Data, Technology, and Experience. The First American Corporation’s board over a two-year period withoutfollowing terms are provided by the consentSmith Employment Agreement.

Employment Term

The Smith Employment Agreement has no specified employment term and may be terminated by either the Company or Ms. Smith at any time and for any reason or no reason, upon written notice to the other party.

Compensation and Benefits

Ms. Smith is entitled to an initial base salary of a majority$320,000 (increased to $460,000 in 2022), which is subject to annual review and adjustment pursuant to employee compensation policies in effect from time to time. In addition, she is eligible to participate in the MICP, pursuant to which she may receive an annual performance bonus in an amount equal to 50% of her base salary.

Jardine Employment Agreement

Pursuant to Mr. Jardine’s employment letter agreement, dated March 30, 2011, (the “Jardine Employment Agreement”), Mr. Jardine serves as our General Counsel. The following terms are provided by the directors in officeJardine Employment Agreement.

Employment Term

The Jardine Employment Agreement has no specified employment term and may be terminated by either the Company or Mr. Jardine at any time and for any reason or no reason, upon written notice to the beginning of the two-year period; or

the acquisition or accumulation by certain persons of at least 25% of The First American Corporation’s voting securities.

36


A “change in control” for purposes of the First Advantage Corporation 2003 Incentive Compensation Plan means any one of the following:other party.

 

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Compensation and Benefits

Mr. Jardine is entitled to an acquisitioninitial base salary of $200,000 (increased to $351,750 in one transaction or a series2021), which is subject to annual review and adjustment pursuant to employee compensation policies in effect from time to time. In addition, he is eligible to participate in the MICP, pursuant to which he may receive an annual performance bonus in an amount equal to 75% of transactions by any person which resultshis base salary (adjusted to 50% in such person owning more than 50% of the voting power in The First American Corporation (other than directly from The First American Corporation);2021).

Restrictive Covenants Applicable to Named Executive Officers

an acquisition in one transaction or a series of transactions by any person which results in such person owning more than 50% of our voting power (other than directly from us);

a merger, consolidation or similar transaction involving The First American Corporation, unless (a) stockholders of The First American Corporation end up owning more than 50% of the voting securities of the surviving entity, (b) a majority of the board of The First American Corporation priorUnder their respective employment letter agreements, each Named Executive Officer is subject to the transaction constitutes at least a majorityfollowing restrictive covenants: (i) confidentiality during employment and perpetually upon termination, (ii) non-use of the board of the surviving entity,trade secrets during employment and (c) The First American Corporationperpetually upon termination, (iii) non-competition during employment and its affiliates own collectively 50% or more of the voting power of the surviving entity;

a merger, consolidation or similar transaction involving us, unless (a) our stockholders end up owning more than 50% of the voting securities of the surviving entity, (b) a majority of our board of directors priorfor 12 months (24 months pursuant to the transaction constitutes at least a majorityrestrictive covenants they agreed to under their equity awards) following termination, (iv) non-solicitation of employees and non-solicitation of customers, suppliers, and other business relations during employment and for 12 months (24 months pursuant to the board of the surviving entity,restrictive covenants they agreed to under their equity awards) following termination, and (c) we(v) mutual non-disparagement during employment and our affiliates own collectively 50% or more of the voting power of the surviving entity;perpetually upon termination.

 

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the compositionGrants of The First American Corporation’s board is changed without the consent of a majority of the directors in office;

the composition of our board is changed without the consent of a majority of the directors in office;

any approval of any plan or proposalPlan Based Awards for the liquidation or dissolution of The First American Corporation or us;

any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets or business of The First American Corporation to any person (other than a transfer to a company that we own or that is owned by The First American Corporation or the distribution to The First American Corporation’s stockholders of the stock or any other assets of a company that we own or that is owned by The First American Corporation); or

any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of our assets or business to any person (other than a transfer to a company that we own or that is owned by The First American Corporation, the distribution to our stockholders of the stock or any other assets of a company that we own or is owned by The First American Corporation, or a transfer or distribution to The First American Corporation or its affiliates).

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Director Compensation2022

The following table provides information concerningwith regard to each grant of plan-based awards made to a Named Executive Officer under any plan during 2022. Ms. Smith was the compensationonly one of our directors for the period January 1, 2007 through December 31, 2007. Pursuant to Item 402(k)(2)(i) of Regulation S-K, directors who are also named executive officers have been omitted from this table.Named Executive Officers granted equity incentive plan awards in 2022.

 

Name

  Fees Earned or
Paid in Cash
($)
  Stock
Awards
($)(1)
  Option
Awards
($)(2)
  Total
($)

Parker Kennedy(4)

   —    $14,432  $19,285  $33,717

J. David Chatham

  $61,500  $14,432  $18,409  $94,341

Barry Connelly

  $63,000  $14,432  $18,409  $95,841

Jill Kanin-Lovers

  $60,500  $14,432  $11,316  $86,248

Frank V. McMahon(4)

   —    $14,432  $20,520  $34,952

Donald Nickelson

  $61,500  $14,432  $18,409  $94,341

Donald Robert

  $53,000  $14,432  $18,409  $85,841

D. Van Skilling

  $61,500  $14,432  $23,290  $99,222

David Walker

  $77,000  $14,432  $18,409  $109,841

Lawrence Lenihan, Jr. (Pequot Capital)(3)

  $6,500   __  $18,409  $24,909

Name and

Award Type

 Grant Date Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

 

   Estimated Future Payouts Under
Equity Incentive Plan Awards

 

 

All other stock
awards: Number
of shares of
stock or units

(#)(1)

 

 

All other option
awards: Number
of securities
underlying
options

(#)(2)

 

 

Exercise or
base price of
option awards

($/Sh)

 

Grant date
fair value of
stock and
option awards

($)(3)

 

 

Threshold

($)

 

 Target

($)

 

 Maximum

($)

 

  

 

Threshold

($)

 

 Target

($)

 

 Maximum

($)

 

 

Scott Staples

 

Annual Cash

Bonus

 

 

n/a

 -- -- --  -- -- -- -- -- -- --

 

David L. Gamsey

 

Annual Cash

Bonus

 

 

n/a

 -- -- --  -- -- -- -- -- -- --

 

Joseph Jaeger

 

Annual Cash

Bonus

 

 

n/a

 -- -- --  -- -- -- -- -- -- --

 

Bret T. Jardine

 

Annual Cash

Bonus

 

 

n/a

 -- -- --  -- -- -- -- -- -- --

 

Joelle M. Smith

 

Annual Cash

Bonus

 

 

n/a

 -- -- --  -- -- -- -- -- -- --

 

RSUs

 

 

5/12/2022

 -- -- --  -- -- -- 

 

99,620

 -- -- 

 

1,457,441

 

Time Options

 

 

5/12/2022

 -- -- --  -- -- -- -- 

 

399,847

 

 

14.63

 

 

2,310,250

 

(1)

The dollar amounts recorded in the table for the restricted stock awards have been computed in accordance with SFAS No. 123R. Under SFAS 123R, our compensation cost relatingRSUs granted on May 12, 2022 to a stock or option award is generally computed over the period of time in which the director is requiredMs. Smith are scheduled to provide service to us in exchange for the award. For more information about the assumptions used to determine the cost these awards reported in the table, see Note 2. “Summary of Significant Accounting Policies” to First Advantage’s consolidated financial statements as set forth in the First Advantage’s Form 10-K for the year ended December 31, 2007. The grant date fair value of each director’s 2007 restricted stock grant was: $65,000 forvest 25% on each of the directors. The restricted shares vest ratably over a three year-period.first four anniversaries of May 11, 2022 subject to Ms. Smith’s continued employment through the applicable vesting date.

 

 As(2)

The Time Options granted on May 12, 2022 to Ms. Smith are scheduled to vest 25% on each of December 31, 2007, Ms Kanin-Lovers and Messrs. Kennedy, Chatham, Connelly, McMahon, Nickelson, Robert, Van Skilling, Walker and Lenihan each held 2,838 sharesthe first four anniversaries of restricted stock.

(2)The values set forth in this column relateMay 11, 2022 subject to option awards that were granted in 2003, 2004, 2005 and 2006. The dollar amounts recorded inMs. Smith’s continued employment through the table for the option awards have been computed in accordance with SFAS No. 123R. Under SFAS 123R, our compensation cost relating to a stock or option award is generally computed over the period of time in which the director is required to provide service to us in exchange for the award. For more information about the assumptions used to determine the cost these awards reported in the table, see Note 2. “Summary of Significant Accounting Policies” to First Advantage’s consolidated financial statements as set forth in the First Advantage’s Form 10-K for the year ended December 31, 2007.applicable vesting date.

 

 Ms Kanin-Lovers(3)

Amounts in this column reflect the grant date fair value of the RSUs and Messrs. Kennedy, Chatham, Connelly, McMahon, Nickelson, Robert, Van Skilling, Walker and LenihanTime Options granted to Ms. Smith in 2022 in accordance with FASB ASC Topic 718. See Note 10 (“Share-based Compensation”) to our audited consolidated financial statements included in our 2022 Form 10-K for a discussion of the valuation of our equity-based awards.

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Outstanding Equity Awards at 2022 Year End

The following table includes certain information with respect to restricted stock awards, RSUs, and stock options held by the Named Executive Officers as of December 31, 2022.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Name and Award

Type

 Grant Date 

Number of
Securities
Underlining
Unexercised
Options

(#) exercisable
(1)

 

Number of
Securities
Underlining
Unexercised
Options

(#)
unexercisable
(2)

 

 

Equity Incentive
Plan Awards:
Number of
Securities
Underlining
Unexercised
Unearned
Options

(#)(3)

 

Option
Exercise
Price

($)

 Option
Expiration
Date
 

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)(4)

  

 

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested

($)(5)

 

 

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

(#)(6)

 

 

Equity Incentive
Plan Awards:
Market Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

($)(7)

Scott Staples

Nonqualified stock

option

 6/22/2021 647,341 643,802 854,861 15.00 6/22/2031 n/a  n/a n/a n/a

Restricted stock

 2/9/2020 n/a n/a n/a n/a n/a 653,340  8,493,420 867,526 11,277,838

David L. Gamsey

Nonqualified stock

option

 6/23/2021 135,148 134,409 178,473 15.00 6/22/2031 n/a  n/a n/a n/a

Restricted stock

 2/9/2020 n/a n/a n/a n/a n/a 136,113  1,769,469 180,736 2,349,568

Joseph Jaeger

Nonqualified stock

option

 6/22/2021 189,663 188,627 250,466 15.00 6/22/2031 n/a  n/a n/a n/a

Restricted stock

 2/9/2020 n/a n/a n/a n/a n/a 190,557  2,477,241 253,028 3,289,364

Restricted stock unit

 12/22/2021 n/a n/a n/a n/a n/a 20,000  260,000 20,000 260,000

Joelle M. Smith

Nonqualified stock

option

 5/12/2022 -- 399,847 -- 14.63 5/12/2032 n/a  n/a n/a n/a

Nonqualified stock

option

 8/24/2020 6,503 6,469 8,590 6.61 8/24/2030 n/a  n/a n/a n/a

Nonqualified stock

option

 2/9/2020 73,385 72,984 96,911 6.61 2/9/2030 n/a  n/a n/a n/a

Restricted stock unit

 5/12/2022 n/a n/a n/a n/a n/a 99,620  1,295,060 n/a n/a

Bret T. Jardine

Nonqualified stock

option

 2/9/2020 48,922 48,656 64,608 6.61 2/9/2030 n/a  n/a n/a n/a

(1)

Amounts represent nonqualified stock options that were vested options to purchase 1,670, 10,002, 10,002, 10,002, 2,505, 10,002, 10,002, 4,170, 10,002, and 15,831 shares, respectively, as of December 31, 2007. There were no option grants2022.

(2)

Amounts in this column represent the number of time-based vesting nonqualified stock options (“Time Options”) that have not vested on or prior to non-employee directors madeDecember 31, 2022. The Time Options (other than those granted to Ms. Smith in 2007.2022) provide that, subject to the executive’s continued employment through the applicable vesting date, 20% of the Time Options become vested on each of the first five anniversaries of January 31, 2021. Subject to her continued employment through the applicable vesting date, 25% of the Time Options granted to Ms. Smith become time vested on each of the first four anniversaries of May 11, 2022.

(3)

Amounts in this column represent the number of performance-based vesting nonqualified stock options (“Performance Options”) that have not vested on or prior to December 31, 2022. The Performance Options provide that, subject to the executive’s continued employment through the applicable vesting date, upon each occurrence of a Realization Event (as defined in the Option Agreement), the number of Performance Options that vest will equal the excess, if any, of (i) the total number of Performance Options as of such Realization Event over (ii) the number of Performance Options that had vested prior to such Realization Event; provided that, as of any time, the percentage of the Performance Options that are vested may not exceed the product of (A) the percentage of the Time Options granted under the same Option Agreement that are vested as of such time (after giving effect to any accelerated vesting contemplated by the applicable Option Agreement), and (B) the MOM Percentage (as defined in the applicable Option Agreement) as of such time. Performance Options that would have vested pursuant to the preceding sentence but for the proviso thereof will vest at such time as doing so would not violate such proviso.

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(4)

Amounts in this column represent the number of time-based vesting restricted shares and RSUs (“Time Awards”) that have not vested on or prior to December 31, 2022. The Time Awards (other than those granted to Ms. Smith in 2022) provide that, subject to the executive’s continued employment through the applicable vesting date, 20% of the Time Awards become vested on each of the first five anniversaries of the vesting commencement date (January 31, 2021 or, solely with respect to Mr. Lenihan choseJaeger’s restricted stock unit award, June 23, 2021). Subject to her continued employment through the applicable vesting date, 25% of the Time Awards granted to Ms. Smith become time vested on each of the first four anniversaries of May 11, 2022.

(5)

Amounts reported have been calculated using $13.00, which was the closing price of our common stock on December 30, 2022, the last business day of our 2022 fiscal year.

(6)

Amounts in this column represent the number of performance-based vesting restricted shares and RSUs (“Performance Awards”) that have not vested on or prior to standDecember 31, 2022. The Performance Awards provide that, subject to the executive’s continued employment through the applicable vesting date, upon each occurrence of a Realization Event (as defined in the applicable award agreement), the number of Performance Awards that vest will equal the excess, if any, of (i) the total number of Performance Awards as of such Realization Event over (ii) the number of Performance Awards that had vested prior to such Realization Event; provided that, as of any time, the percentage of the Performance Awards that are vested may not exceed the product of (A) the percentage of the Time Awards subject to the same applicable award agreement that are vested as of such time (after giving effect to any accelerated vesting contemplated by the applicable award agreement), and (B) the MOM Percentage (as defined in the applicable award agreement) as of such time. Performance Awards that would have vested pursuant to the preceding sentence but for reelectionthe proviso thereof will vest at such time as doing so would not violate such proviso.

(7)

Amounts reported have been calculated using $13.00, which was the 2007 annual meeting and stepped down fromclosing price of our common stock on December 30, 2022, the board effective at that meeting on April 26, 2007.last business day of our 2022 fiscal year.

Option Exercises and Stock Vested in 2022

None of our Named Executive Officers exercised any stock options or became vested in any other equity awards during 2022.

Potential Severance Payments or Benefits on a Termination without Cause or for Good Reason under Named Executive Officer Employment Agreements

Each Named Executive Officer is entitled to severance payments and benefits pursuant to their respective employment letter agreement. Such Named Executive Officer’s receipt of severance payments and benefits is conditioned upon the Name Executive Officer’s execution of an effective release of claims in favor of the Company and continued compliance with certain restrictive covenants set forth in the respective employment letter agreement.

The severance entitlement for each Named Executive Officer is described below:

Mr. Staples is not entitled to any severance payments upon termination due to death, disability, for Cause or without Good Reason (as such terms are defined in the Staples Employment Agreement). Pursuant to the stockholders agreement among The First American Corporation, Pequot Private Equity Fund II, L.P.Staples Employment Agreement, if the Company terminates Mr. Staples’ employment without Cause or he resigns for Good Reason, then subject to his continued material compliance with restrictive covenants and us, The First American Corporationhis timely execution, without revocation, of an effective release of claims in favor of the Company and each of its affiliates, he will be entitled to continued payment of his base salary for the lesser of (i) 12 months and (ii) the period commencing on his termination date and ending on the day preceding the date he begins to provide at least half-time services (whether as an employee, contractor or otherwise) to another person or entity, to be paid in accordance with the standard payroll schedule.

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Mr. Gamsey is not entitled to any severance payments upon termination for Cause or without Good Reason (as such terms are defined in the Gamsey Employment Agreement). Pursuant to the Gamsey Employment Agreement, if the Company terminates Mr. Gamsey’s employment without Cause or he resigns for Good Reason, then subject to his continued material compliance with restrictive covenants and his timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, he will be entitled to (i) continued payment of his base salary for a period of nine months following the termination date, to be paid in accordance with the standard payroll schedule; and (ii) reimbursement for the monthly COBRA premium paid by Mr. Gamsey and his spouse for a period of nine months following the termination date. Pursuant to the Gamsey Employment Agreement, upon termination due to death or disability, Mr. Gamsey’s estate will be entitled to receive a pro-rata bonus, to be paid after March 15 of the year following termination.

Mr. Jaeger is not entitled to any severance payments upon termination for Cause or without Good Reason (as such terms are defined in the Jaeger Employment Agreement). Pursuant to the Jaeger Employment Agreement, if the Company terminates Mr. Jaeger’s employment without Cause or he resigns for Good Reason, then subject to his continued material compliance with restrictive covenants and his timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, he will be entitled to (i) continued payment of his base salary for a period of 12 months, to be paid in accordance with the standard payroll schedule and (ii) a pro-rata bonus in an amount equal to at least 6 months of his base salary, to be paid after March 15 of the year following termination, and only if the Company has agreedmet its financial targets qualifying management bonuses to votebe paid. Pursuant to the Jaeger Employment Agreement, upon termination due to death or disability, Mr. Jaeger (or his estate, as applicable) will be entitled to receive a pro-rata bonus in an amount equal to at least 6 months of his base salary, to be paid after March 15 of the year following termination, and only if the Company has met its sharesfinancial targets qualifying management bonuses to be paid.

Ms. Smith is not entitled to any severance payments upon termination due to death, disability, for Cause or without Good Reason (as such terms are defined in the Smith Employment Agreement). Pursuant to the Smith Employment Agreement, if the Company terminates Ms. Smith employment without Cause or she resigns for Good Reason, then subject to her continued material compliance with restrictive covenants and her timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, she will be entitled to continued payment of her base salary for a period of six months following the termination date, to be paid in accordance with the standard payroll schedule.

Mr. Jardine is not entitled to any severance payments upon termination due to death, disability, for Cause or without Good Reason (as such terms are defined in the Jardine Employment Agreement). Pursuant to the Jardine Employment Agreement, if the Company terminates Mr. Jardine’s employment without Cause or he resigns for Good Reason, then subject to his continued material compliance with restrictive covenants and his timely execution, without revocation, of an effective release of claims in favor of the Company and its affiliates, he will be entitled to continued payment of his base salary for a period of six months following the termination date, to be paid in accordance with the standard payroll schedule.

For purposes of all of the employment letter agreements:

“Cause” is generally defined as:

A willful act or omission constituting dishonesty, fraud, or other willful malfeasance, that is injurious to the financial condition of business reputation of the Company;

Conviction of, or pleading no contest to, any felony or misdemeanor involving moral turpitude;

A material misrepresentation or significant breach of any of the terms of or failure to carry out obligations under the employment letter agreement (and, solely with respect to the Staples Employment Agreement and Gamsey Employment Agreement, subject to certain cure provisions); and

Any judgment made by a court or any binding arbitration award by an arbitral body against the Named Executive Officer that has the effect of materially diminishing the Named Executive Officer’s ability to perform duties under the employment letter agreement.

First Advantage Corporation | 2023 Proxy Statement

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“Good Reason” is generally defined as:

A material diminution or significant reduction to the applicable Named Executive Officer’s duties, position, or responsibilities;

A reduction in the Named Executive Officer’s base salary, except for a base salary reduction as part of across-the-board reductions in base salary for all executive officers (up to 10% with respect to the Jardine Employment Agreement only);

Other than with respect to the Staples Employment Agreement, a relocation of the Named Executive Officer’s place of employment to a location more than 35 miles from his or her current place of employment (or a material change in the geographic location at which the Named Executive Officer performs services, with respect to the Gamsey Employment Agreement and Smith Employment Agreement only);

With respect to the Staples Employment Agreement, Gamsey Employment Agreement and Smith Employment Agreement only, a material breach by the Company of the terms of the respective employment letter agreement.

Potential Accelerations of Vesting under Named Executive Officer Equity Award Agreements upon Termination or Change in Control

The equity award agreements governing the outstanding restricted stock, restricted stock units, and stock options held by the Named Executive Officers provide for certain accelerated vesting of the underlying award, as summarized below:

Termination Without Cause (or, where applicable, for Good Reason) During Change in Control Protection Period

With respect to all unvested restricted stock awards, options, and RSUs held by our Named Executive Officers (except for Ms. Smith), if the participant is terminated without Cause during the 12 month period following a change in control (as defined in our 2021 Equity Plan), then all unvested time vesting awards will vest upon such termination and the time vesting condition will be satisfied with respect to all of the performance vesting awards on the closing of the change in control.

With respect to all unvested options and RSUs held by Ms. Smith, if she is terminated without cause or resigns for good reason during the 24 month period following the change in control, all unvested options and RSUs shall become fully vested upon date of termination.

Termination due to Death or Disability

If a Named Executive Officer’s employment is terminated due to death or disability, awards outstanding will receive the following treatment:

With respect to the Time Options (except for the Time Options granted to Ms. Smith in 2022), each outstanding unvested option terminates and expires. With respect to the Time Options granted to Ms. Smith in 2022 only, each outstanding unvested option which would have become vested on the vesting date immediately following the date of termination had Ms. Smith remained in service to the Company through such vesting date, will vest as of the date of her death or disability.

With respect to the Performance Options, each outstanding vested option remains exercisable for one nominee designated by Pequot. Mr. Lenihan was Pequot’s designated director in 2006. Pequot has not chosen a designeeyear after the Named Executive Officer’s death or disability.

With respect to replace Mr. Lenihan.

(4)Messrs. Kennedy and McMahon have entered into agreements with First American requiring them to exercise these option awardsthe RSUs and restricted stock awards at(except for the directionRSUs granted to Ms. Smith), each outstanding unvested award immediately terminates and is forfeited for no consideration. With respect to RSUs granted to Ms. Smith in 2022 only, each RSU outstanding which would have become vested on the vesting date immediately following the date of First American andtermination had Ms. Smith remained in service to remit any after-tax benefits they receivethe Company through such vesting date, will vest as a result.of the date of her death or disability.

 

First Advantage Corporation | 2023 Proxy Statement

38

38


Summary of Potential Payments on Termination and/or Change in Control


For 2007, non-employee directors received a yearly feeThe following table sets forth, for each of $30,000. “Non-employee director” means a memberour Named Executive Officers, the amount of the board who is not also an employee or consultantseverance payments and benefits and the accelerated vesting of equity awards that the company, a subsidiary or an affiliate. In addition, non-employee directors receivedNamed Executive Officer would have been entitled to under the following additional compensation: (i) a chair retainer fee of $10,000 per year for the audit committee chair; (ii) a chair retainer fee of $4,000 per year for the compensation committee chair; (iii) a chair retainer fee of $2,500 per year for the nominatingvarious termination and corporate governance committee chair; (iv) a member retainer fee of $10,000 per year for each member of the audit committee; (v) a member retainer fee of $4,000 per year for each member of the compensation committee; (vi) a member meeting fee of $1,500 for each meeting of the board; and (vii) a member meeting fee of $1,000 for each meeting attended by members of the audit committee, compensation committee and nominating and corporate governance committee. Non-employee directors also receive an option to acquire 5,000 shares of our Class A common stock upon election to the board. Non-employee directors who have served for six months or more also receive restricted shares of our Class A common stock valued at $65,000 upon reelection. In all cases, the exercise price of options is the fair market value of our Class A common stockchange in control events described above, assuming they had terminated employment on the date of grant. Finally, First Advantage reimburses the directors for travel expenses incurred in connection with their duties as directors of First Advantage.

In addition, the company’s by-laws provide each director with certain indemnification rights and we have entered into an indemnity agreement with each member of the board of directors.December 30, 2022.

 

Name and Event  

Cash Severance

($)

  

Pro-Rata Bonus

($)(1)

  

Health and
Welfare Benefits

($)(2)

  

Accelerated
Vesting of
Option Awards

($)(3)

  

Accelerated
Vesting of
Restricted Stock
and RSUs

($)(4)

  

Total

($)

  Scott Staples

            

Without Cause/ For Good Reason

Without a CIC

  600,000(5)  --  --  --  --  600,000

Without Cause/ For Good Reason in

Connection with a CIC

  600,000  --  --  --  --  600,000

Death or Disability

  --  --  --  --  --  --

  David L. Gamsey

            

Without Cause/ For Good Reason

Without a CIC

  375,000(6)  --  17,657  --  --  392,657

Without Cause/ For Good Reason in

Connection with a CIC

  375,000  --  17,657  --  --  392,657

Death or Disability

  --  250,000  --  --  --  250,000

  Joseph Jaeger

Without Cause/ For Good Reason

Without a CIC

  500,000(6)  500,000  --  --  --  1,000,000

Without Cause/ For Good Reason in

Connection with a CIC

  500,000  500,000  --  --  --  1,000,000

Death or Disability

  --  500,000  --  --  130,000  630,000

  Joelle M. Smith

Without Cause/ For Good Reason

Without a CIC

  230,000(7)  --  --  --  --  230,000

Without Cause/ For Good Reason in

Connection with a CIC

  230,000  --  --  --  --  230,000

Death or Disability

  230,000  --  --  --  323,765  453,765

  Bret T. Jardine

Without Cause/ For Good Reason

Without a CIC

  175,875(7)  --  --  --  --  175,875

Without Cause/ For Good Reason in

Connection with a CIC

  175,875  --  --  --  --  175,875

Death or Disability

  --  --  --  --  --  --

39

(1)

With respect to Mr. Gamsey and Mr. Jaeger only, amounts represents the full annual cash performance bonus amount for 2022. The Gamsey Employment Agreement provides for a pro-rata bonus. The Jaeger Employment Agreement provides for a pro-rata bonus in an amount equal to at least 6 months of Mr. Jaeger’s base salary, subject to the Company meeting financial targets qualifying management bonuses to be paid.

(2)

With respect to Mr. Gamsey only, amount represents the value of continued health and welfare benefits at active employee rates, based upon his benefit election as of January 1, 2023, for a period of 9 months upon a termination without cause or for good reason.

(3)

Amounts shown are calculated by aggregating the sums determined by multiplying, for each award, (x) the number of stock options that receive accelerated vesting as a result of the applicable termination of employment, by (y) the closing stock price on December 30, 2022 of $13.00. The value of accelerated performance vesting stock options is calculated assuming that the applicable performance measures are achieved if a change in control occurred on December 30, 2022.

(4)

Amounts shown are calculated by aggregating the sums determined by multiplying, for each award, (x) the number of shares of restricted stock and RSUs that receive accelerated vesting as a result of the applicable termination of employment, by (y) the closing stock price on December 30, 2022 of $13.00. The value of accelerated performance vesting restricted stock and RSUs is calculated assuming that the applicable performance measures are achieved if a change in control occurred on December 30, 2022.

First Advantage Corporation | 2023 Proxy Statement

39


(5)

Represents a cash severance amount equal to 12 months of base salary.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

(6)

Represents a cash severance amount equal to 9 months of base salary.

The

(7)

Represents a cash severance amount equal to 6 months of base salary.

First Advantage Corporation | 2023 Proxy Statement

40


Pay Versus Performance
Set forth below are certain disclosures related to executive compensation committeeand company performance using selected financial performance measures required by the SEC. Please refer to our “Compensation Discussion and Analysis” section for a discussion of the board
Company’s
executive compensation policies and programs and an explanation of directors has reviewed andhow executive compensation decisions are made at First Advantage.
The following table includes a calculation of compensation, “compensation actually paid,” that
differs significantly from the way in which the Company views annual compensation decisions, as discussed in the Compensation Discussion and Analysis, included on pages 18 through 24and from the Summary Compensation Table calculation of compensation
.
Year
(a)
 
Summary
Compensation
Table total for
PEO
($)(b)
 
Compensation
Actually Paid to
PEO
($)(c)
 
Average
Summary
Compensation
Table Total for
non-PEO Named

Executive
Officers
($)(d)
 
Average
Compensation
Actually Paid to
non-PEO Named

Executive
Officers
($)(e)
 
Value of Initial Fixed $100
Investment on Jun. 23, 2021
Based on
 
 
Net Income
($)
(thousands)
(h)
 
Revenues   
($)
(thousands)    
(h)
 
Total
Shareholder
Return
($)(f)
 
Peer Group
Total
Shareholder
Return
($)(g)
 
2022 757,623 (13,962,498) 1,501,542 (937,668) 65.99 79.55 64,604 810,023   
2021 7,169,796 38,633,862 2,689,670 10,778,584 96.65 100.56 16,051 712,295   
(a)
The Principal Executive Officer (“PEO”) for each of 2021 and 2022 was Mr. Staples. The
non-PEO
Named Executive Officers for 2021 were Messrs. Gamsey and Jaeger. The
non-PEO
Named Executive Officers for 2022 were Messrs. Gamsey, Jaeger, and Jardine and Ms. Smith.
(b)The dollar amounts reported represent the total compensation for our PEO from the Summary Compensation Table included in this Proxy Statement.
(c)
The dollar amounts reported represent compensation actually paid to the PEO, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The below table describes the amounts that were deducted from or added to the Summary Compensation Table included in this Proxy Statement.
Year
(a)
 
Summary
Compensation
Table total
 
Deduct: Equity
award amounts
reported in the
Summary
Compensation
Table total
 
Add or Subtract the Following:
 
 
Equals:
Compensation   
Actually Paid
 
The year-end fair

value of any equity
awards granted in
the covered fiscal
year that are
outstanding and
unvested as of the
end of the covered
fiscal year
 
The amount of
change as of the end
of the covered fiscal
year (from the end of
the prior fiscal year)
in fair value of any
awards granted in
prior years that are
outstanding and
unvested as of the
end of the covered
fiscal year
 
For awards that are
granted and vest in
the same covered
fiscal year, the fair
value as of the
vesting date
 
For awards granted
in prior years that
vest in the covered
fiscal year, the
amount equal to
the change as of
the vesting date
(from the end of
the prior fiscal
year) in fair value
2022 757,623 -- -- (14,661,196) -- (58,925) (13,962,498)   
2021 7,169,796 (6,165,446) 13,743,169 17,383,521 4,243,232 2,259,590 38,633,862   
(d)
The dollar amounts reported represent the total compensation for our
Non-PEO
Named Executive Officers from the Summary Compensation Table included in this Proxy Statement.
(e)
The dollar amounts reported represent the average compensation actually paid to the
non-PEO
Named Executive Officers, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The below table describes the average amounts that were deducted from or added to the Summary Compensation Table included in this Proxy Statement.
First Advantage Corporation
 | 
2023 Proxy Statement
41

Year
(a)
 
Summary
Compensation
Table total
 
Deduct: Equity
award amounts
reported in the
Summary
Compensation
Table total
 
Add or Subtract the Following:
 
 
Equals:
Compensation
Actually Paid
 
The year-end fair

value of any equity
awards granted in
the covered fiscal
year that are
outstanding and
unvested as of the
end of the covered
fiscal year
 
The amount of
change as of the end
of the covered fiscal
year (from the end of
the prior fiscal year)
in fair value of any
awards granted in
prior years that are
outstanding and
unvested as of the
end of the covered
fiscal year
 
For awards that are
granted and vest in
the same covered
fiscal year, the fair
value as of the
vesting date
 
For awards granted
in prior years that
vest in the covered
fiscal year, the
amount equal to
the change as of
the vesting date
(from the end of
the prior fiscal
year) in fair value
2022 1,501,542 (941,923) 804,060 (2,285,384) -- (15,964) (937,668)
2021 2,689,670 (1,810,320) 3,923,912 4,345,883 1,064,545 564,895 10,778,584
(f)Reflects our cumulative shareholder returns for the years ended December 31, 2022 and 2021, assuming the investment of $100 in our common stock at the close of the market on June 23, 2021, the date of our IPO.
(g)Our peer group is hereby incorporated by reference to our peer group identified in this proxy statement in the Compensation Discussion and Analysis. This column reflects the peer group’s cumulative shareholder returns for the years ended December 31, 2022 and 2021, assuming the investment of $100 in the peer group and the reinvestment of all dividends. The calculation is additionally adjusted for HireRight Holdings Corporation, Instructure Holdings, Inc., and Sterling Check Corp., each having their IPO on October 29, 2021, July 22, 2021, and September 23, 2021, respectively.
(h)
Net income and revenues are as reported in our audited consolidated financial
statements our 2022
Form 10-K.
Revenues were determined to be the most important financial performance measure linking Compensation Actually Paid to Company performance for 2022 and therefore was selected as the 2022 “Company-Selected Measure” as defined in Item 402(v).
Relationship Between Compensation Actually Paid and Company Performance
Since a significant portion of our CEO’s and other Named Executive Officers’ compensation is performance-based and delivered as equity awards, compensation actually paid has been directionally aligned with management.

Based on this review and discussion,our total shareholder return since the date of our IPO.

Financial Performance Measures
The three financial performance measures listed in
t
he following table represent an unranked list of the “most important” financial performance measures linking compensation committee recommendsactually paid to the boardNamed Executive Officers for 2022 and company performance. We do not consider any one of directors thatthe following financial performance measures to be the most important measure for our company or executive compensation program. Additional financial performance measures, based on an absolute and relative basis, and other measures were used to link executive pay to company performance as further described in the Compensation Discussion and Analysis be includedAnalysis.
Measure
Definition
Revenues
Revenues as reported in our audited consolidated financial
statements our 2022
 Form 10-K.
Adjusted EBITDA
We define Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other
non-cash
charges. We exclude the impact of share-based compensation because it is a
non-cash
expense and we believe that excluding this item provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude loss on extinguishment of debt, transaction and acquisition related charges, integration and restructuring charges, and other charges because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis.
Adjusted EBITDA
Margin
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues.
First Advantage Corporation
 | 
2023 Proxy Statement
42


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022, none of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

COMPENSATION OF DIRECTORS

Effective upon the consummation of the IPO, we adopted an annual compensation policy covering each of our non-employee directors. Under this policy, each of our non-employee directors who is not employed by Silver Lake receives an annual cash retainer of $50,000, payable in First Advantage’s Annual Reportarrears, and an annual equity award consisting of RSUs valued at approximately $175,000, in each case, with a one-year vesting period. If such individual is not employed by Silver Lake, directors are paid the following amounts on Form 10-Ka quarterly basis in arrears: (i) our Audit Committee Chair and Audit Committee members receive an additional annual cash retainer of $20,000 and $10,000, respectively; (ii) our Compensation Committee Chair and Compensation Committee members receive an additional annual cash retainer of $15,000 and $7,500, respectively; and (iii) our Nominating and Corporate Governance Committee Chair and Nominating and Corporate Governance Committee members receive an additional annual cash retainer of $10,000 and $5,000, respectively.

In addition, in connection with the IPO, we granted each of our non-employee directors who was not employed by Silver Lake RSUs valued at approximately $225,000, in each case, with a three-year vesting period. Subsequently, we made a similar grant to Dr. Price in connection with her appointment to the Board of Directors as of June 17, 2022, and we expect to continue to make such grants to each newly elected and appointed non-employee director who is not employed by Silver Lake.

The following table contains information concerning the compensation of Ms. Bell, Mr. Clark, Dr. Price, and Ms. Sim. Messrs. Osnoss and Rudella and Ms. Stoica are employees of Silver Lake and did not receive any compensation as directors of the Company. Mr. Staples does not receive additional compensation for serving as a director. The compensation paid to Mr. Staples, our Chief Executive Officer, for 2022 is presented in the year endedSummary Compensation Table above.

Name

  Fees Earned or

Paid in Cash

($)(1)

 

  Equity Awards

($)(2)

 

  Total

($)

 

  Susan R. Bell

  77,500  155,087  232,587

  James L. Clark

  55,000  155,087  210,087

  Bridgett R. Price(3)

  32,143  192,316  224,459

  Judith Sim

  70,000  155,087  225,087

(1)

Amounts reflect the aggregate amount of cash retainers paid during 2022.

(2)

Amounts reflect the full grant-date fair value of RSUs granted during 2022 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 10 to our audited consolidated financial statements included in our 2022 Form 10-K for a discussion of the valuation of our equity-based awards.

(3)

Dr. Price was appointed to our Board of Directors effective as of June 17, 2022.

First Advantage Corporation | 2023 Proxy Statement

43


As of December 31, 2007 and in this proxy statement each to be filed with2022, the Securities and Exchange Commission.

Byfollowing non-employee directors held the Compensation Committeefollowing number of the Board of

Directors:

Jill Kanin-Lovers, Chairman

Donald Nickelson, Director

Donald Robert, DirectorRSUs:

 

Name

Number of

RSUs

Outstanding(1)

  Susan R. Bell

21,617

  James L. Clark

21,617

  Bridgett R. Price

15,239

  Judith Sim

21,617

40

(1)

The RSUs of Mr. Clark and Mses. Bell and Sim are scheduled to vest on June 15, 2023. Dr. Price’s RSUs were granted in connection with her appointment to our Board of Directors and are scheduled to vest in equal annual installments on each of the first three anniversaries of the date of grant on June 17, 2022.

First Advantage Corporation | 2023 Proxy Statement

44


EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth, as of December 31, 2022, certain information related to our compensation plans under which shares of our common stock may be issued.

   

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options,
Warrants, and Rights

  

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights

(1)

  

Number of Securities

Available for Future

Issuance Under Equity

Compensation Plans
(excludes securities

reflected in first
column)

 

  Equity compensation plans approved by security holders(2)

  2021 Equity Plan

  7,065,294  $15.24  13,578,273

  2021 Employee Stock Purchase Plan

  --  --  2,539,502

  Equity compensation plans not approved by security holders (3)

  2,843,342  $6.66  --
 

  Total

  9,346,594  $11.79  16,117,775

(1)

Weighted average exercise price relates only to outstanding options.

(2)

The 2021 Equity Plan and the 2021 Employee Stock Purchase Plan allow for future grants of securities. The maximum number of shares that may be granted under the 2021 Equity Plan is 17,525,000 shares without giving effect to any “evergreen” increase, pursuant to which such “Absolute Share Limit” is automatically increased on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030 in an amount equal to the lesser of (x) 2.5% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year and (y) a number of shares as determined by the Board. Restricted stock, stock options, and restricted stock units are counted on a one-for-one basis. The securities reflected in the table above do not reflect vested and unvested shares of restricted stock that were issued under the 2021 Equity Plan. Number of securities to be issued upon exercise or vesting includes securities that may be issued upon satisfaction of performance criteria. The maximum number of shares that may be granted under the 2021 Employee Stock Purchase Plan is 1,525,000 shares without giving effect to any “evergreen” increase, pursuant to which such “Absolute Share Limit” is automatically increased on the first day of each calendar year commencing on January 1, 2022 and ending on January 1, 2030 in an amount equal to the lesser of (x) 0.75% of the total number of shares of common stock outstanding on the last day of the immediately preceding calendar year and (y) a number of shares as determined by the Board.

(3)

Represents shares issuable under the Class B LP Option Grant Agreements after conversion of the pre-IPO options pursuant to the form of option conversion notice in connection with our IPO. The Class B Options expire ten years subsequent to the date of grant. The Company will not make future grants under the Class B LP Option Grant Agreements. See also Note 10 to our audited financial statements included in our 2022 Form 10-K.

First Advantage Corporation | 2023 Proxy Statement

45


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEOF SECURITIES

Section 16(a)The following table sets forth information regarding the beneficial ownership of the Securities Exchange Actshares of 1934,our common stock as amended, requiresof April 26, 2023 by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and Named Executive Officers, and (3) all of our directors and executive officers as well as persons who own ten percent or morea group. Beneficial ownership is determined in accordance with the rules of our outstanding Class Athe SEC, and Class Bincludes common stock of which that person has the right to file an initial report ofacquire beneficial ownership within 60 days of company stock and reports of changes in beneficial ownership thereafter with the Securities and Exchange Commission. Section 16(a) requires these insiders to deliver copies of all reports filed under Section 16(a) to us. Based solely on a review of these copies available to us, we believe that directors, officers and ten percent stockholders have complied with all applicable Section 16(a) filing requirements for 2007, except that Messrs. Kennedy and McMahon each inadvertently filed a single Form 4 reporting one transaction late due to a policy change at The First American Corporation regarding stock ownership requirements for its executives.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of PricewaterhouseCoopers LLP has been selected by the audit committee of our board as the independent registered certified public accounting firm to audit the books and accounts of our company and its subsidiaries for the fiscal year ending December 31, 2007. This firm has served as independent public accountants for our company since 2003. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting and will have an opportunity to make any desired statement and to answer any appropriate questions by stockholders.

The following table sets forth fees billed to us by PricewaterhouseCoopers LLP for professional services rendered for 2007 and 2006:April 26, 2023.

 

   2007  20061

Audit Fees

  $1,629,800  $1,784,265

Audit-Related Fees

  $119,048  $96,000

Tax Fees

  $90,078  $78,613

All Other Fees

  $1,800  $1,500
        

Total

  $1,840,726  $1,960,378
        

Name

   



 

Amount
and Nature
of
Beneficial
Ownership

 

 
 
 
 
 

 

   

Percent of
Common Stock
Outstanding
 
 
 

  Greater than 5% Stockholders:

 

  Entities affiliated with Silver Lake(1)

   89,880,679    61.2% 

  Non-Employee Directors:

 

  Susan R. Bell(2)

   21,617    * 

  James L. Clark(2)

   21,617    * 

  Joseph Osnoss(3)

   115,936    * 

  Bridgett R. Price(4)

   5,079    * 

  John Rudella(3)

   15,224    * 

  Judith Sim(2)

   21,617    * 

  Bianca Stoica(3)

   7,811    * 

  Named Executive Officers:

 

  Scott Staples(5)

   4,661,480    3.2% 

  David L. Gamsey(6)

   739,905    * 

  Joseph Jaeger(7)

   970,074    * 

  Joelle M. Smith(8)

   245,693    * 

  Bret T. Jardine(9)

   69,518    * 
  

  All executive officers and directors as a group

  (12 persons)(10)

   6,895,571    4.7% 

 

1

*

InIndicates less than one percent of common stock.

(1)

Consists of 89,557,840 shares of common stock held of record by SLP Fastball Aggregator, L.P. and 322,839 shares of common stock held by Silver Lake Group, L.L.C. SLP V Aggregator GP, L.L.C. is the 2006 proxy statement,general partner of SLP Fastball Aggregator, L.P. Silver Lake Technology Associates V, L.P. is the Company reported $1,713,978 in fees billed by PricewaterhouseCoopers LLPmanaging member of SLP V Aggregator GP, L.L.C. SLTA V (GP), L.L.C. is the general partner of Silver Lake Technology Associates V, L.P. Silver Lake Group, L.L.C., is the managing member of SLTA V (GP), L.L.C. The managing members of Silver Lake Group, L.L.C. are Egon Durban, Kenneth Hao, Gregory Mondre, and Joseph Osnoss. The principal business address for 2006. Subsequent billings after the filingeach of the proxy statement are reflectedentities identified in the table above and include all fees for 2006.this paragraph is c/o Silver Lake Group, L.L.C., 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

Audit Fees. This category includes the aggregate fees billed for professional services rendered for the audits

(2)

The number of shares of common stock reported includes 16,617 shares underlying RSUs that vest within 60 days of April 26, 2023.

(3)

Mr. Osnoss is a Managing Partner and Managing Member of Silver Lake, and each of Mr. Rudella and Ms. Stoica is a Director of Silver Lake.

(4)

The number of shares of common stock reported includes 5,079 shares underlying RSUs that vest within 60 days of April 26, 2023.

(5)

Includes 1,520,866 shares of unvested restricted stock and 861,942 shares underlying vested options.

First Advantage Corporation | 2023 Proxy Statement

46


(6)

Includes 316,849 shares of unvested restricted stock and 179,951 shares underlying vested options.

(7)

Includes 443,585 shares of unvested restricted stock and 252,538 shares underlying vested options. The number of shares of common stock reported includes 5,082 shares underlying RSUs that vest within 60 days of April 26, 2023.

(8)

Includes 204,177 shares underlying vested options. The number of shares of common stock reported includes 99,961 and 24,905 shares underlying options and RSUs, respectively, that vest within 60 days of April 26, 2023.

(9)

Includes 65,140 shares underlying vested options.

(10)

Includes 2,281,300 shares of unvested restricted stock and 1,563,748 shares underlying vested options. The number of shares of common stock reported includes 99,961 and 84,917 shares underlying options and RSUs, respectively, that vest within 60 days of April 26, 2023.

First Advantage Corporation | 2023 Proxy Statement

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TRANSACTIONS WITH RELATED PERSONS

Statement of our consolidated financial statements for fiscal years 2007Policy Regarding Transactions with Related Persons

Our Board of Directors has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and 2006, respectively, for the reviews of the financial statements includedratifying transactions with related persons and to assist us in our quarterly reports on Form 10-Q and for services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements for the relevant fiscal year.

Audit-Related Fees. This category includes the aggregate fees billed during the period for fiscal years 2007 and 2006, respectively, for assurance and related services by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees,” and generally consist of fees for due diligence accounting consultation with respect to our registration statements, the audit of our 401(k) plans and agreed-upon procedure reports.

Tax Fees. This category includes the aggregate fees billed for fiscal years 2007 and 2006, respectively, for professional services rendered by PricewaterhouseCoopers LLP for tax advice and tax planning, including the preparation of certain state tax returns.

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All Other Fees. This category includes the aggregate fees billed during the period for fiscal years 2007 and 2006, respectively, for products and services provided by PricewaterhouseCoopers LLP that are not reported above under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees.” In 2007 and 2006, these fees related to the renewal of a subscription to a library of accounting literature.

The audit committee has considered the compatibility of the non-audit services performed by and fees paid to PricewaterhouseCoopers LLP in fiscal year 2007 and has determined that such services and fees were compatible with the independence of the accountants. During fiscal year 2007, PricewaterhouseCoopers LLP did not utilize any personnel in connection with the audit other than its full-time, permanent employees.

Policy for Approval of Audit and Non-audit Services. The audit committee has adopted an approval policy regarding the approval of audit and non-audit services provided by the independent public accountants, which approval policy describes the procedures and the conditions pursuant to which the audit committee may grant general pre-approval for services proposed to be performed by our independent public accountants. All services provided by our independent public accountants, both audit and non-audit, must be pre-approved by the audit committee. Our audit committee has delegated to the chairman of the audit committee the authority to grant pre-approvals of non-audit services provided by PricewaterhouseCoopers LLP. The decisions of the chairman of the audit committee to pre-approve such a service are required to be reported to the audit committee at its next regularly scheduled meeting.

In determining whether to approve a particular audit or permitted non-audit service, the audit committee will consider, among other things, whether such service is consistent with maintaining the independence of the independent public accountants. The audit committee will also consider whether the independent public accountants are best positioned to provide the most effective and efficient service to our company and whether the service might be expected to enhance our ability to manage or control risk or improve audit quality.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

In the performance of its oversight function, the audit committee has met and held discussions with management of First Advantage, who represented to the audit committee that our company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The audit committee has reviewed and discussed the consolidated financial statements with both management and our company’s independent registered certified public accounting firm, PricewaterhouseCoopers LLP. The audit committee also discussed with our company’s independent registered certified public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as currently in effect.

Our company’s independent registered certified public accountants also provided to the audit committee the written disclosures and the letter required by the current versionSEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines of Independence Standardsour Board Standard No. 1 (Independence Discussionsof Directors and our Global Code of Conduct and Ethics.

The Related Person Transaction Policy provides that all transactions with Audit Committees),related persons covered by the policy must be reviewed and the audit committee discussed their independence with the independent registered certified public accountants. In this connection, the audit committee has considered whether the provision of non-auditing services (and the aggregate fees billed for these services) in fiscal 2007approved or ratified by PricewaterhouseCoopers LLP to First Advantage is compatible with maintaining the independent registered certified public accounting firm’s independence.

Based upon the reports and discussions described in this report, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in First Advantage’s annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission.

By the Audit Committee or disinterested and independent members of the Board of Directors:Directors and that any employment relationship or transaction involving an executive officer and any related compensation must be approved or recommended for the approval of the Board of Directors by the Compensation Committee.

David Walker, Chairman

J. David Chatham, Director

Barry Connelly, Director

D. Van Skilling, DirectorIn reviewing transactions with related persons, the Audit Committee or disinterested members of the Board of Directors, as applicable, will consider all relevant facts and circumstances, including, without limitation:

 

the relationship of the related person to the Company;

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the nature and extent of the related person’s interest in the transaction;

the material terms of the transaction;

the importance of the transaction both to the Company and to the related person;

the business rationale for engaging in the transaction;

whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company;

whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and

any other matters that management or the Audit Committee or disinterested directors, as applicable, deem appropriate.

The Audit Committee or disinterested members of the Board of Directors, as applicable, will not approve or ratify any related person transaction unless it determines in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company. The Audit Committee or the disinterested and independent members of the Board of Directors, as applicable, may also conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction and thus that no further review is required under the policy.


GENERAL INFORMATIONGenerally, the Related Person Transaction Policy applies to any current or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K in which:

Stockholder Proposals

the Company was or is to be a participant;

the amount involved exceeds $120,000; and

any related person (i.e., a director, director nominee, executive officer, greater than 5% beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest.

First Advantage Corporation | 2023 Proxy Statement

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Transactions Related to Directors, Equity Holders, and Executive Officers

Stockholders’ Agreement

In order forconnection with the IPO, we entered into a proposalstockholders’ agreement with Silver Lake, Workday, Inc. and management stockholders. This agreement grants Silver Lake the right to nominate to our Board of Directors a number of directors proportionate to the percentage of the issued and outstanding common stock owned by Silver Lake and its affiliates and certain transferees so long as Silver Lake and its affiliates and certain of their transferees own at least 5% of our outstanding common stock. In addition, in the event of a vacancy on the Board of Directors, Silver Lake, its affiliates and certain transferees who designated such director shall have the right to have the vacancy filled by a stockholdernew Silver Lake director-designee.

In addition, the stockholders’ agreement grants to be includedSilver Lake and its affiliates and certain of their transferees certain governance rights for as long as Silver Lake and its affiliates and certain of their transferees maintain ownership of at least 25% of our outstanding common stock, including rights of approval over change of control transactions, entry into joint ventures or similar business alliance having a fair market value of more than $100 million, incurrence of debt for borrowed money in excess of $100 million, the increase or reduction in the proxy statementsize of our Board of Directors, the initiation of any liquidation, dissolution, bankruptcy, or other insolvency proceeding, appointment or termination of our chief executive officer, or any material change in the nature of our business.

In the stockholders’ agreement, we granted Silver Lake and proxy forWorkday, Inc. the 2009 annual meeting, we must receive such proposalright to cause us, at our principal executive office,expense, to file registration statements under the Securities Act covering resales of our common stock held by Silver Lake and Workday, Inc. Under the stockholders’ agreement, certain holders of registrable securities party thereto are also provided with customary “piggyback” registration rights with certain exceptions.

The stockholders’ agreement also requires us to indemnify certain of our stockholders and their affiliates in connection with any registrations of our securities.

Agreements with Officers

In addition, we have certain agreements with our officers which are described in the section entitled “Executive Compensation.”

Director Indemnification

We have entered into indemnification agreements with our directors, which agreements require us to indemnify these individuals to the attentionfullest extent permitted under Delaware law against liabilities that may arise by reason of Bret Jardine,their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors.

First Advantage Corporation | 2023 Proxy Statement

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STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

If any stockholder wishes to propose a matter for consideration at our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, of First Advantage Corporation, 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our Proxy Statement for the 2024 Annual Meeting, a proposal must be received by our Corporate Secretary on or before December 28, 2023. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at 100 Carillon Parkway, St. Petersburg, Florida 33716 no laterour Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the 2024 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Corporate Secretary at the principal executive offices of our Company not less than December 31, 2008 (which is not90 days nor more than 120 days prior to the first anniversary of the mailing date of this proxy statement), assumingpreceding year’s annual meeting. Therefore, to be presented at our 2024 Annual Meeting, such a proposal must be received on or after February 9, 2024, but not later than March 10, 2024. In the event that the date of the annual meeting to be held in 20092024 Annual Meeting is not changedadvanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this annual meeting. In such event, we will provideyear’s Annual Meeting of Stockholders, notice ofby the date by which such proposalsstockholder to be timely must be received in order to be included. Our determination of whether we will oppose inclusion of any proposal in its proxy statement and proxy will be made on a case-by-case basis in accordance with its judgment andso delivered not earlier than the rules and regulations promulgated by the Securities and Exchange Commission. Proposals received after December 31, 2008 will not be considered for inclusion in our proxy materials for the 2009 annual meeting.

Pursuant120th day prior to the rules2024 Annual Meeting and regulations promulgated by the Securities and Exchange Commission, any stockholder who intends to present a proposal at the 2009 annual meeting without requesting that we include such proposal in our proxy statement should be aware that he or she must notify us at our principal executive office, attention secretary, not later than February 10, 2009 (which is 45 daysthe close of business on the later of the 90th day prior to the anniversary of2024 Annual Meeting or the mailing date of this proxy statement) oftenth day following the intention to present the proposal. Otherwise, we may exercise discretionary voting with respect to such stockholder proposal pursuant to authority conferred by proxies to be solicited by our board and delivered in connection with the meeting.

Asday on which public announcement of the date of thisthe 2024 Annual Meeting is first made. The Bylaws have additional requirements that must also be followed in connection with submitting nominations or other business at an annual meeting.

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than First Advantage’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 9, 2024.

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies by reducing printing and mailing costs. While the boardCompany does not household, some brokers with account holders who are Company stockholders may household proxy materials, delivering a single proxy statement or notice of internet availability of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will generally continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice of internet availability of proxy materials, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of the Proxy Statement and Annual Report by contacting us in writing at First Advantage Corporation, 1 Concourse Parkway NE, Suite 200, Atlanta, Georgia 30328, or by phone at (888) 314-9761.

First Advantage Corporation | 2023 Proxy Statement

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OTHER BUSINESS

The Board does not awareknow of any matters to come before the annual meeting other than those set forth on the notice accompanying this proxy statement. If any other matters cometo be brought before the annual meeting,meeting. If other matters are presented, the proxy card, if executed and returned, givesholders have discretionary voting authority to the persons named as proxy holders, Anand Nallathambi and Julie Waters,vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

LOGO

Bret T. Jardine

Executive Vice President, General

Counsel & Corporate Secretary

We make available, free of charge on our chief executive officer and general counsel, respectively, with respect to such matters.

Annual Report

All stockholders of record as of the Record Date have been sent, or are concurrently herewith being sent, a copywebsite, all of our annual report forfilings that are made electronically with the fiscal year ended December 31, 2007. Such report containsSEC, including Forms 10-K, 10-Q, and 8-K. To access these filings, go to our certified consolidated financial statements and the certified consolidated financial statementswebsite (https://investors.fadv.com/financials-filings/sec-filings). Copies of our subsidiaries for the fiscal year ended December 31, 2007.

No Incorporation by Reference

The report of the compensation committee of the board of directors on executive compensation and the audit committee report above are not deemed to be “filed” with the Securities and Exchange Commission, and shall not be incorporated by reference into any of our prior or future filings made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference.

Additional Information

Under the Delaware General Corporation Law, you will not have any appraisal rights in connection with the actions to be taken at the annual meeting.

Beginning on April 19, 2008 a list of holders of record of our Class A and Class B common stock as of the Record Date will be available at our principal executive office during ordinary business hours for examination by any stockholder holding any class of our common stock on the Record Date for any purpose germane to the annual meeting.

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Our company will pay the cost of preparing, assembling and mailing the attached letter from our president, notice of annual meeting, this proxy statement, the enclosed proxy card, and the solicitation of proxies. Our directors, officers and other regular employees may solicit proxies. None of them will receive any additional compensation for such solicitation. People soliciting proxies may contact you in person, by telephone, via e-mail or by facsimile. We will pay brokers or other persons holding stock in their names or the names of their nominees for their reasonable and customary expenses of forwarding soliciting material to their principals.

We will, upon the written request of any person who is a beneficial owner of our Class A or Class B common stock on the Record Date, furnish without charge a copy of our annual reportAnnual Report on Form 10-K for the year ended December 31, 2007, together2022, including financial statements and schedules thereto, filed with the accompanying financial statements. We willSEC, are also furnish a copy of the exhibitsavailable without charge to the annual report, if requested. Such requests should contain a representation that the person requesting this material was a beneficial owner of the our Class A common stock or Class B common stock on the Record Date and be sent to the secretary of our company at the address indicated on the first page of this proxy statement.stockholders upon written request addressed to:

By Order of the Board of DirectorsCorporate Secretary

LOGOFirst Advantage Corporation

Julie Waters1 Concourse Parkway NE, Suite 200

Vice President,

General Counsel

St. Petersburg, Florida

March 25, 2008Atlanta, Georgia 30328

 

First Advantage Corporation | 2023 Proxy Statement

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LOGO


LOGO

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

  P.O. BOX 8016, CARY, NC 27512-9903

LOGO

INTERNET

Go To: www.proxypush.com/FA

   Cast your vote online

   Have your Proxy Card ready

   Follow the simple instructions to record your vote

LOGO

PHONE Call1-866-506-3604

   Use any touch-tone telephone

Have your Proxy Card ready

   Follow the simple recorded instructions

LOGO

MAIL

   Mark, sign and date your Proxy Card

   Fold and return your Proxy Card in the postage-paid envelope provided

LOGO

You must register to attend the meeting online and/or participate at www.proxydocs.com/FA

FIRST ADVANTAGE CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

To Be Held

Tuesday, April 29, 2008, 9:00 a.m.

in the

EAGLE AUDITORIUM

at

FIRST ADVANTAGE CORPORATION

12395 FIRST AMERICAN WAY

POWAY, CALIFORNIA 92064

First Advantage CorporationLOGO         
Annual Meeting of Stockholders
For Stockholders of record as of April 11, 2023

 

First Advantage Corporation

12395 First American Way

Poway, CA 92064

TIME:
  proxy Thursday, June 8, 2023 2:00 PM, Eastern Time
PLACE:

 Annual Meeting to be held live via the Internet - please visit

 www.proxydocs.com/FA for more details.

This proxy is being solicited byon behalf of the Board of Directors of First Advantage Corporation for use at the Annual Meeting on April 29, 2008.

The shares of First Advantage Class A or Class B common stock you hold on record as of will be voted as you specify on the reverse side.

By signingundersigned hereby appoints Bret T. Jardine and dating this proxy, you revoke all prior proxies and appoint Anand Nallathambi and Julie Waters,Steven Marks (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote yourall the shares as directed onof common stock of First Advantage Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters shown on the reverse side.

If no choice is specified the proxy will be voted “FOR” the nominees for director listed herein, and at the discretion of the proxy holders onupon such other matters thatas may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the Annual Meetingmeeting and all adjournments.revoking any proxy heretofore given.

See reverse for voting instructions.


òPlease detach hereò

The Board of Directors Recommends a Vote FOR all nominees listed below.

1. Election of directors:

  01  Parker Kennedy  06  Donald Nickelson  ¨   

Vote FOR

all nominees

(except as marked)

 

 

  ¨   

Vote WITHHELD

from all nominees

  02  Anand Nallathambi  07  Donald Robert        
  03  J. David Chatham  08  Jill Kanin-Lovers        
  04  Barry Connelly  09  D. Van Skilling        
  05  Frank McMahon  10  David Walker        

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR EACH NOMINEE LISTED HEREIN.IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE


First Advantage Corporation

Annual Meeting of Stockholders

 

Address Change? Mark Box    ¨    Indicate changes below:

Please make your marks like this:
 Dated:LOGO

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR PROPOSALS 1 AND 2

THE BOARD OF DIRECTORS RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR.

PROPOSALYOUR VOTE

BOARD OF

DIRECTORS

RECOMMENDS

1.Election of Class II DirectorsLOGO
FORWITHHOLD  
 
1.01 James L. Clark  FOR
 Signature(s) in Box1.02 Bridgett R. PriceFOR
 Please sign exactly1.03 Bianca StoicaFOR
FORAGAINSTABSTAIN
2.

To ratify the appointment of Deloitte & Touche LLP as your name(s) appearour independent registered public accounting firm for 2023.

FOR
1YR2YR3YRABSTAIN
3.  To approve, on Proxy.an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of our named executive officers.1 YEAR
4.  To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

You must register to attend the meeting online and/or participate at www.proxydocs.com/FA

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable)                                        Date                    Signature (if held in joint tenancy, all persons must sign. Trustees, administrators etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. Partnerships and limited liability companies should sign in partnership or applicable entity name by an authorized person.jointly)Date