Cameron Breitner

About Cameron Breitner

Independent director (Class I; term expiring 2027) at Advantage Solutions Inc. (ADV); age 50; director since October 2020 and director of controlling shareholder Karman Topco L.P. (“Topco”) since July 2014. Background: senior advisor to CVC Capital Partners (since February 2024); previously Managing Partner and head of CVC’s San Francisco office (2007–Feb 2024); earlier roles at Centre Partners (Managing Director, 1998–2007) and Bowles Hollowell Conner & Co. Education: B.A. in Psychology from Duke University. The Board has determined he is independent under NASDAQ rules.

Past Roles

External Roles

Board Governance

• Classification and term: Class I director; current term expires at the 2027 annual meeting.
• Independence: Board determined Cameron Breitner is independent under NASDAQ rules.
• Committees: Chairs Nominating and Corporate Governance Committee; members include Adam Levyn, Adam Nebesar, and David J. West.
• Committee mandates: Oversees director qualifications, board/committee self-evaluations, ESG strategy, and governance guidelines.
• Attendance: Board met 5 times in 2024; all directors attended at least 75% of meetings, and all attended the virtual 2024 annual meeting. Nominating & Corporate Governance Committee met 3 times in 2024; each member attended all meetings.
• Controlled company status: ADV is a NASDAQ “controlled company” (Topco holds 55.6% voting power) and is exempt from certain governance requirements (majority independent board; fully independent Nominating/Human Capital Committees), though ADV states committee independence and Audit Committee compliance.

Fixed Compensation (Director)

Performance Compensation (Director)

Director compensation is designed as fixed cash plus time-based equity; performance frameworks (ACE, Adjusted EBITDA margin, relative TSR) apply to executive PSUs, not to non‑employee directors.

Other Directorships & Interlocks

• Current public board: Petco (NYSE: WOOF).
• Control interlock: Serves on Topco’s board; Topco beneficially owns 55.6% of ADV’s voting power; Topco board (Han, Breitner, Flynn, Levyn, Nebesar) exercises voting and dispositive power over Topco’s ADV securities.
• Stockholders Agreement: Grants designation rights to CVC, LGP, Bain, and CP Sponsor for board seats; also provides each of these parties the right to one director on each board committee (subject to independence requirements), embedding sponsor representation across committees.
• Controlled company exemptions: ADV leverages NASDAQ “controlled company” exemptions for committee independence and majority independent board requirements.

Expertise & Qualifications

• Finance and capital structure; strategic planning; leadership of complex consumer and retail organizations; board practices across major corporations.
• Education: B.A. in Psychology from Duke University.

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with 100% attendance on the Nominating & Corporate Governance Committee in 2024; Board-wide attendance thresholds met and full annual meeting participation.
  • Chairs a committee with explicit ESG and governance oversight; committee has a published charter and stated independence.
  • Director pay aligned to market practice (cash retainer plus time-based RSUs that vest around the annual meeting); clear vesting and change-in-control provisions.
  • Robust governance policies (Audit Committee independence; clawback per Rule 10D‑1; anti‑hedging/pledging).
  • Positive investor sentiment signal: 2024 say‑on‑pay approved by ~97.2% of votes cast.

• Risks and potential conflicts

  • RED FLAG: Controlled company structure (Topco holds 55.6% voting power) reduces certain NASDAQ governance requirements; sponsor designation rights entitle CVC/LGP/CP Sponsor to place one director on each committee, potentially diluting independence in practice.
  • RED FLAG: Breitner’s current advisory role to CVC (a Stockholder Party) and his Topco board seat create interlocks with the controlling shareholder; he chairs the Nominating & Corporate Governance Committee, which oversees board composition and ESG, posing potential conflict-of-interest optics despite formal independence.
  • Governance discretion by Topco: Under the Stockholders Agreement, certain corporate actions (board size changes, organizational document changes affecting Topco rights, significant M&A/debt thresholds, CEO termination, dividends, share repurchases) require Topco approval, constraining board autonomy.

• Compensation and alignment signals

  • Transition to paid director status effective Feb 1, 2024 (previously not eligible), with prorated RSU plus standard annual RSU; suggests formalization of director compensation and improved alignment via equity.
  • No director meeting fees; mix emphasizes fixed retainer and equity; vesting around annual meeting supports ongoing engagement.
  • Anti‑hedging/pledging policy mitigates alignment risks from derivative strategies or collateral pledges.

Appendix: Key Reference Tables

Board and Committee Snapshot

2024 Director Compensation (Breitner)

Beneficial Ownership (as of 4/4/2025)

Notes: Breitner’s ownership may include restricted stock scheduled to vest May 28, 2025 per footnote (8).

Controlled Company and Stockholders Agreement Highlights

Overall implication: While formal independence and committee charters are in place, pervasive sponsor designation rights and Topco consent powers warrant ongoing monitoring for potential conflicts in director oversight and board autonomy.