Brian Ratzan

About Brian K. Ratzan

Brian K. Ratzan (age 54) is an independent Class I director of Advantage Solutions Inc. (ADV) with a term expiring at the 2027 annual meeting; he has served as a director of the Company “from its inception.” He is a Partner of Centerview Capital Consumer (since April 2014), with 25+ years of private equity investing experience, and holds a B.A. in Economics from the University of Michigan and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Ratzan is an “independent director” under NASDAQ rules .
• Committee assignments: Member, Human Capital Committee (HCC); committee chaired by Robin Manherz. 2024 HCC members were independent; the HCC met six times in 2024 .
• Attendance and engagement: The Board met five times in 2024 and each director attended at least 75% of Board meetings; all directors attended the virtual 2024 annual meeting. For HCC, all members attended their meetings in 2024 except Timothy J. Flynn (83%)—no exception noted for Mr. Ratzan .
• Board structure: Classified board; Mr. Ratzan is a Class I director with term expiring in 2027 .
• Executive sessions: Independent directors meet in executive session at least twice per year .
• Controlled company status and structural considerations: ADV is a “controlled company” under NASDAQ; Topco holds majority voting power. Certain committee composition requirements are exempt; audit committee independence still applies. The Stockholders Agreement also grants rights for PE sponsors to designate directors and to seat their designees on Board committees, subject to independence requirements .

Fixed Compensation (Non‑Employee Director)

Policy details:

• Annual RSU grant for non‑employee directors equal to ~$175,000, vesting on the earlier of one year or the day immediately before the next annual meeting; beginning in 2025, directors may elect to defer distribution of RSUs; full vesting on change‑in‑control .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Deep consumer investing and transactional expertise developed over 25+ years across Centerview Capital Consumer, Pamplona Capital, Vestar, and DLJ; repeated board‑level governance across consumer brands .
• Education: B.A. (Economics), University of Michigan (Phi Beta Kappa); MBA, Harvard Business School .

Equity Ownership

Additional alignment and safeguards:

• Insider policy prohibits hedging and pledging by directors; policy extends to covered family/household accounts .

Governance Assessment

• Strengths and positive signals

  • Independent status with active HCC service; HCC met six times in 2024 and members (other than one director) attended meetings at a high rate, indicating engagement .
  • Board‑level attendance met the Company’s standard; all directors attended the 2024 annual meeting, supporting investor engagement .
  • Anti‑hedging and anti‑pledging policy for directors reduces misalignment risk .
  • Shareholder support for executive pay was high in 2024 (say‑on‑pay approval ~97.2%), signaling broader confidence in compensation governance framework overseen by the HCC .

• Structural risks and potential conflicts

  • Controlled company structure: Topco’s majority voting power and consent rights (e.g., on CEO replacement, balance‑sheet actions) concentrate influence; sponsors retain rights to designate directors and to seat designees on committees, a governance overhang for minority investors .
  • Sponsor affiliation: Mr. Ratzan is a Partner at Centerview Capital Consumer and was a manager of the Conyers Park II Sponsor board (with “rule of three” limiting individual beneficial ownership), reflecting close ties among sponsor groups active at ADV—heightened perception risk despite NASDAQ “independent” determination .
  • Interlocks: Multiple ADV directors (Kilts, West, Ratzan) serve concurrently at SMPL, creating board‑to‑board interlocks that can influence information flow and perceived independence; requires vigilant recusal protocols where applicable .
  • Related‑party environment: Ongoing Topco arrangements (e.g., intercompany loan refinanced in 2024 at 10.09% to 2026) and periodic customer relationships with companies linked to board members underscore the importance of Audit Committee oversight of related‑party transactions; no specific related‑party transaction involving Mr. Ratzan is disclosed in the 2025 proxy .

• Director compensation alignment

  • Cash/equity mix (cash retainer + annual time‑based RSUs with 1‑year vest) aligns directors with stock performance while avoiding short‑term metrics; 2024 awards to Mr. Ratzan were $100,000 cash and $174,997 in RSUs, with 49,715 RSUs unvested at year‑end .
  • RSU vesting accelerates on change‑in‑control—standard but investors should monitor for any outsized equity stacking over time .

• Insider trading controls

  • No Rule 10b5‑1 trading plans adopted or terminated by directors or executive officers in Q3 2025, per Item 408(a) disclosure (monitoring discipline) .

RED FLAGS: Controlled company status with sponsor designation and committee seat rights ; multi‑board interlocks at SMPL (Kilts, West, Ratzan) ; prior executive officer role pre‑merger (noted in HCC interlocks disclosure) may raise perception questions despite current independence status .

OFFSETTING FACTORS: Formal independence designation; active committee work and attendance; robust anti‑hedging/pledging policy; strong say‑on‑pay support; formal related‑party transaction policy with Audit Committee oversight .