Adam Nebesar
About Adam Nebesar
Adam Nebesar (age 44) is an independent Class II director of Advantage Solutions Inc. (ADV) since March 2022, nominated for re‑election with a term to 2028 if elected. He is a Partner in Bain Capital Private Equity’s Consumer, Retail & Dining vertical, with prior experience at The Boston Consulting Group; he holds an MBA (Harvard Business School), an MPhil in Economics (University of Cambridge), and an AB in Economics (Princeton) . The Board determined he is independent under NASDAQ rules; the Board met five times in 2024 with all directors attending ≥75% of their meetings, and all directors attended the virtual 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Equity | Partner, Consumer, Retail & Dining Vertical | 2006–present | Transactions and portfolio oversight in consumer sectors |
| The Boston Consulting Group | Consultant | Pre‑2006 | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| 1440 Foods | Director | Current | Private |
| Dessert Holdings | Director | Current | Private |
| Fogo de Chao | Director | Current | Private |
| Virgin Voyages | Director | Current | Private |
| Karman Topco L.P. (“Topco”) | Director (board exercises voting/dispositive power over ADV stake) | Current | Private holding entity; controls 55.6% of ADV |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (chair: Cameron Breitner); the committee met three times in 2024 with full attendance by members .
- Independence status: Board designated Nebesar “independent” under NASDAQ rules; ADV is a NASDAQ “controlled company,” exempt from some committee composition requirements (Audit must remain independent) .
- Attendance and engagement: Board met five times in 2024; all directors attended ≥75% of their meetings and attended the 2024 annual meeting .
- Board structure and nomination rights: Under the Stockholders Agreement, Bain Capital has rights to nominate one director while it holds ≥5%; certain stockholder groups (CVC, LGP, CP Sponsor) have designation rights and committee participation rights proportionate to ownership; Class II term expires at the 2025 annual meeting (re‑election to 2028 upon approval) .
- Executive sessions: Corporate Governance Guidelines provide for at least two executive sessions of non‑management directors per year .
RED FLAGS
- Controlled company: Topco holds 55.6% of voting power; Topco approval required for major actions (e.g., CEO termination, leverage above thresholds, dividends/repurchases), reducing minority shareholder influence .
- Interlocks: Nebesar serves on Topco’s board alongside other ADV directors (Han, Breitner, Flynn, Levyn), concentrating control and information flow among sponsor‑aligned directors .
- Related party exposure: Intercompany loan from an ADV subsidiary to Topco refinanced in 2024 ($6.3M at 10.09% interest, maturing 12/31/2026), a recurring related‑party financing item that requires robust Audit Committee oversight .
- Alignment: Nebesar personally reports no beneficial ownership of ADV Class A shares; as a non‑employee director he was not eligible for board RSUs/fees in 2024, which may reduce direct equity alignment at the ADV level even as sponsor alignment exists through governance roles .
Fixed Compensation
| Component | Amount/Policy | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Annual | Standard policy |
| Committee chair retainers | Audit $20,000; Human Capital $17,500; Nominating & Governance $17,500 | Annual | Additional to base retainer |
| Director fees (Adam Nebesar, 2024) | $0 | n/a | Not eligible under policy in 2024 |
| Total cash (Adam Nebesar, 2024) | $0 | n/a | Not eligible |
Performance Compensation
| Component | Grant Value/Policy | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (non‑employee directors) | $175,000 fair value | Vest on earlier of day before next annual meeting or 1‑year anniversary | 2025 onwards: directors may elect to defer distribution; full vesting on change‑of‑control |
| Annual RSUs (Adam Nebesar, 2024) | $0 | n/a | Not eligible under policy in 2024 |
Directors’ RSUs are time‑based; no performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Entity | Relationship to ADV | Role/Interlock Detail |
|---|---|---|
| Karman Topco L.P. | Majority stockholder of ADV (55.6%) | Nebesar is a Topco director; Topco board exercises voting/dispositive power over its ADV stake |
| CVC/LGP/CP Sponsor designations | Stockholders Agreement | These sponsors have director nomination and committee participation rights; Bain (Nebesar’s firm) has one director nomination right while holding ≥5% |
| Private portfolio boards (1440 Foods, Dessert Holdings, Fogo de Chao, Virgin Voyages) | Potential customer/supplier overlap | No specific related transactions disclosed with ADV; monitor for future RPTs |
Expertise & Qualifications
- Private equity, consumer/retail operations, multi‑national consumer goods expertise .
- Education: MBA (Harvard Business School), MPhil in Economics (University of Cambridge), AB in Economics (Princeton) .
Equity Ownership
| Holder | Shares Beneficially Owned (ADV Class A) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Adam Nebesar | 0 | 0.0% | No reported options/RSUs within 60 days; not eligible for 2024 director grants |
| Karman Topco L.P. (majority holder) | 179,716,789 | 55.6% | Topco board includes Nebesar and other sponsor‑aligned directors |
- Hedging/pledging: Company policy prohibits hedging and pledging of ADV securities by directors, officers, employees, and certain consultants .
Governance Assessment
- Strengths: Formal independence designation; active participation on Nominating & Governance; strong overall Board and committee attendance; robust anti‑hedging policy; director equity grants (for eligible directors) with accelerated vesting on change‑of‑control .
- Risks/Conflicts: Controlled company with sponsor vetoes on major decisions; Topco‑ADV intercompany financing; extensive sponsor interlocks (Topco and ADV boards); Nebesar’s lack of direct ADV share ownership and non‑eligibility for board RSUs in 2024 may reduce personal “skin‑in‑the‑game” at the ADV level, though sponsor‑level alignment may exist via governance roles .
- Signals to monitor: Any related‑party transactions involving Bain‑affiliated portfolio companies; changes to sponsor nomination rights; future eligibility/receipt of director equity grants by Nebesar; shifts in committee compositions affecting independence optics .