Advantage Solutions Inc. appointed Jill Griffin as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer and Executive Chair

On March 1, 2022, the Company announced that Tanya Domier, the Company's current chief executive officer, will retire as chief executive officer effective April 1, 2022. President and Chief Commercial Officer Jill Griffin will succeed Ms. Domier as the Company's chief executive officer and will be named to the Company's board of directors (the "Board") as of such date. Ms. Domier will continue to serve the Company as the Board's executive chair. James Kilts, the Company's current chair of the Board, will continue to serve as a member of the Board as lead director.

Jill Griffin has served as the Company's President and Chief Commercial Officer since April 1, 2019. She served on the board of directors of the Company's parent entity, Karman Topco L.P., from January 2019 to October 28, 2020. Previously, she was the Company's President of Marketing, leading the Advantage Marketing Partners line of business since January 2010, after previously serving as the Company's President of Experiential Marketing from February 2008 to January 2010. From February 2007 to February 2008, Ms. Griffin served as the President of the Interactive Publishing division of Navarre Corporation, a public distribution and publishing company. She held various leadership roles with such business from 1998 to 2007 both before and after it was acquired by Navarre Corporation in 2002. Ms. Griffin began her career with TMP Worldwide, a recruitment advertising agency, in a business development and client service role. Ms. Griffin received her B.A. from the University of Minnesota and her B.S. from the University of Minnesota, Carlson School of Management. She was recognized as one of Progressive Grocer's "Top Women in Grocery" in 2013, 2014, 2016 and 2017 and inducted into its Hall of Fame in 2018. In 2021, she was recognized by the Orange County Business Journal's 'Women in Business' award program. Ms. Griffin also serves on the Global Retail Marketing Association Advisory Board.


A copy of the press release announcing Ms. Griffin's appointment as chief executive officer and Ms. Domier's appointment as executive chair is furnished as Exhibit 99.3 to this Current Report on Form 8-K.


Appointment of Jill Griffin to Board


In connection with the appointment of Ms. Griffin as the chief executive officer of the Company, the Board also approved an increase in the size of the Board from thirteen to fourteen directors and appointed Ms. Griffin as a director, each effective as of April 1, 2022.


There are no arrangements or understandings between Ms. Griffin and any other persons pursuant to which she was selected as a director, and there are no family relationships between Ms. Griffin and any director or executive officer of the Company. Ms. Griffin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Griffin will not serve on any committees of the Board or receive any directors' fees.


Griffin Employment Agreement


In connection with the appointment of Ms. Griffin as Chief Executive Officer of the Company, the Company and Ms. Griffin entered into an Amended and Restated Employment Agreement (the "Griffin Employment Agreement"), pursuant to which Ms. Griffin will receive an annual base salary of $1.1 million, commencing on April 1, 2022. Ms. Griffin will also be eligible to receive a target bonus of 150% of her base salary, subject to a maximum payout of 200% of base salary for 2022 and an amount to be determined by the Board for future years. Under the Griffin Employment Agreement, the Company will grant Ms. Griffin certain equity grants under the Company's 2020 Incentive Award Plan with an aggregate grant date fair value (as calculated based on the closing price of the Company's Class A common stock on the grant date) of $6.5 million, 30% of which will be granted in the form of options, 20% of which will be granted in the form of restricted stock units, and 50% of which will be granted in the form of performance stock units, and in each case vesting over three years. The performance stock units shall become eligible to vest upon the attainment of performance goals determined by the Compensation Committee of the Board. Ms. Griffin will also be eligible to participate in the health insurance and benefit programs generally available to senior executives of the Company.


If the Company terminates Ms. Griffin's employment without cause or if Ms. Griffin resigns for good reason (each as described in the Griffin Employment Agreement), the Company will pay her severance benefits including, among other things, (i) continued payment of base salary for 24 months following the date of termination, subject to continued compliance with covenants, (ii) a pro-rated bonus for year of termination based on actual results for full performance period in which employment terminates, (iii) 24 months health insurance coverage at active employee rates and (iv) pro-rated vesting of outstanding equity awards for year of termination.


The foregoing description of the Griffin Employment Agreement is qualified in its entirety by reference to the full text of the Griffin Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Domier Employment Agreement


In connection with the appointment of Ms. Domier as Executive Chair of the Company, the Company and Ms. Domier entered into an Amended and Restated Employment Agreement (the "Domier Employment Agreement"), pursuant to which Ms. Domier will receive an annual base salary of $1.0 million commencing on April 1, 2022 through March 31, 2023 (the "Domier Term"). Ms. Domier will also be eligible to receive a target bonus of 150% of her base salary, subject to a maximum payout of 200% of base salary for 2022. Under the Domier Employment Agreement, the Company will also grant Ms. Domier performance stock units under the Company's 2020 Incentive Award Plan with a grant date fair value (as calculated based on the closing price of the Company's Class A common stock on the grant date) of $6.5 million vesting on March 31, 2023. The performance stock units shall become eligible to vest upon the attainment of performance goals determined by the Compensation Committee of the Board. Ms. Domier will also be eligible to participate in the health insurance and benefit programs generally available to senior executives of the Company.


If the Company terminates Ms. Domier's employment without cause or if Ms. Domier resigns for good reason (each as described in the Domier Employment Agreement), the Company will pay her severance benefits including, among other things, (i) continued payment of base salary for the remainder of the Domier Term, subject to continued compliance with covenants, (ii) a full bonus for the year of termination based on actual results for performance period if terminated in 2022 and pro-rated bonus for year of termination based on actual results for full performance period if terminated other than in 2022, (iii) continued health insurance coverage at active employee rates for the remainder of the Domier Term and (iv) vesting of outstanding equity awards otherwise scheduled to vest in the one-year period following termination (with performance share units vesting at actual performance). Upon a termination of employment following the end of the Domier Term at which time Ms. Domier could not otherwise be terminated for cause, all outstanding equity awards shall automatically vest (with performance share units vesting at actual performance).


The foregoing description of the Domier Employment Agreement is qualified in its entirety by reference to the full text of the Domier Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.