Christopher Baldwin
About Christopher Baldwin
Christopher Baldwin (age 62) has served as an independent director of Advantage Solutions (ADV) since February 2023; he holds a B.A. in Economics from Siena College. He is currently Non‑Executive Chairman of Constellation Brands (STZ) and a Managing Partner at CVC Capital Partners, which advises funds that indirectly hold equity interests in ADV and Topco. Previously, he served on BJ’s Wholesale Club’s board through June 2024 and was BJ’s CEO (2016–2020) and President/COO (2015), and earlier held executive roles at Hess Retail (CEO, 2010–2015), Kraft Foods, Hershey, Nabisco, and Procter & Gamble; he also has leadership roles with the National Retail Federation and Harlem Lacrosse. These credentials emphasize deep consumer/retail operating experience and board leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. | Director; Chairman of the Board | 2015–June 2024 | Led as CEO (2016–2020); President/COO (2015), driving retail operations experience |
| BJ’s Wholesale Club Holdings, Inc. | Chief Executive Officer | Feb 2016–Feb 2020 | CEO leadership of membership retail chain |
| BJ’s Wholesale Club Holdings, Inc. | President & COO | 2015 | Senior operating role preceding CEO |
| Hess Retail Corporation | Chief Executive Officer | 2010–March 2015 | Led retail operations for global energy company |
| Kraft Foods Group, Inc. | Executive roles | 2007–2010 | Consumer/packaged food operating leadership |
| The Hershey Company | Executive roles | 2004–2007 | Confectionery operating leadership |
| Nabisco | Executive roles | Prior to 2004 | Brand/operations leadership in snacks |
| Procter & Gamble | Executive roles | Prior to 2004 | Multinational CPG operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constellation Brands (NYSE: STZ) | Non‑Executive Chairman | Current | Board leadership in beverage alcohol |
| CVC Capital Partners | Managing Partner | Current | Advises funds indirectly holding equity in ADV and Topco (potential interlock) |
| National Retail Federation | Former Chairman; Executive Director | Ongoing | Industry leadership and policy engagement |
| Authentic Brands Group | Director (private) | Current | Private company board service |
| ExamWorks | Director (private) | Current | Private company board service |
| Mediaocean | Director (private) | Current | Private company board service |
| PDC Brands | Director (private) | Current | Private company board service |
| Harlem Lacrosse and Leadership | Executive Board Member | Current | Non‑profit governance |
Board Governance
- Classification and tenure: Class I director with term expiring 2027; served since February 2023; independent under NASDAQ rules.
- Committee assignments: Not listed as a member of Audit (Costa, Macedonio, Poole), Human Capital (Manherz, Flynn, Han, Ratzan), or Nominating & Corporate Governance (Breitner, Levyn, Nebesar, West).
- Attendance: Board met 5 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting.
- Controlled company status: ADV is a NASDAQ “controlled company” (Topco majority voting power), exempt from certain independence requirements for Nominating/Governance and Human Capital Committees; Audit Committee meets full independence requirements.
- Executive sessions: Corporate Governance Guidelines provide for independent director executive sessions at least twice per year.
| Governance Item | 2024/Policy Value | Notes |
|---|---|---|
| Board meetings held | 5 | Quorum is majority of directors; full attendance ≥75% |
| Audit Committee members | Costa (Chair), Macedonio, Poole | Fully independent per Rule 10A‑3 |
| Human Capital Committee members | Manherz (Chair), Flynn, Han, Ratzan | Independent; one member had prior exec role pre‑merger |
| Nominating & Governance members | Breitner (Chair), Levyn, Nebesar, West | Oversees board self‑eval, ESG, and director selection |
| Controlled company exemptions | Applies | No majority independent board requirement; committee independence exemptions |
| Independent sessions frequency | ≥2 per year | Per Corporate Governance Guidelines |
Fixed Compensation
| Component | Policy Amount | Baldwin 2024 Amount |
|---|---|---|
| Annual cash retainer | $100,000 | $0 (not eligible under director policy) |
| Committee chair retainer – Audit | $20,000 | N/A (not chair) |
| Committee chair retainer – Human Capital | $17,500 | N/A (not chair) |
| Committee chair retainer – Nominating & Governance | $17,500 | N/A (not chair) |
Notes: Baldwin was not eligible to receive compensation as a non‑employee director during 2024 under ADV’s policy.
Historical: Not eligible in 2023 due to affiliation with CVC/other sponsors.
Performance Compensation
| Metric/Instrument | Policy Terms | Baldwin 2024 Status |
|---|---|---|
| Annual equity grant (RSUs) | $175,000 grant‑date fair value; granted at annual meeting to eligible non‑employee directors; vests on earlier of 1‑year anniversary or day before next annual meeting | $0 (not eligible) |
| Initial RSU grant (pro‑rated) | Pro‑rated RSU for mid‑year appointments | N/A |
| Change‑in‑control vesting | All non‑employee director equity awards vest in full immediately prior to change in control | No awards outstanding |
| Deferral election (from 2025) | Directors may elect to defer RSU distribution | Not applicable (no grants) |
No director‑level performance metrics (e.g., TSR, revenue growth) are tied to Baldwin’s compensation due to ineligibility.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| Constellation Brands (STZ) | Non‑Executive Chairman | No direct competitive overlap; oversight role |
| BJ’s Wholesale Club (BJ) | Director (through June 2024); prior Chairman | Retail sector breadth; ended June 2024 |
| CVC Capital Partners | Managing Partner | CVC advises funds indirectly holding equity interests in ADV and Topco; governance influence via Stockholders Agreement (committee representation rights) |
Expertise & Qualifications
- Extensive CEO/COO experience across consumer and retail, including BJ’s, Hess Retail, Kraft, Hershey, Nabisco, and P&G.
- Current public company board leadership (Non‑Exec Chair, Constellation Brands).
- Industry leadership via National Retail Federation; non‑profit governance engagement.
- Academic credential: B.A. Economics, Siena College.
Equity Ownership
| Security | Beneficial Ownership (as of April 4, 2025) | Percent | Notes |
|---|---|---|---|
| ADV Class A common stock | — | — | No beneficial ownership disclosed for Baldwin |
| Topco equity (Common Series A Units) | — | — | No Topco units disclosed for Baldwin |
| Topco equity (Common Series D Units) | — | — | No Topco units disclosed for Baldwin |
| Unvested director RSUs | — | N/A | Not eligible under director policy |
Policy alignment: Insider trading policy prohibits hedging and pledging by directors; executives are subject to share ownership guidelines (no director‑specific ownership guidelines disclosed).
Governance Assessment
- Independence and committee roles: Baldwin is formally independent under NASDAQ rules and is not on key committees, which reduces direct committee‑level influence; however, his Managing Partner role at CVC (an advising entity to controlling holder Topco) creates a structural interlock risk.
- Attendance and engagement: Board met five times in 2024, with each director attending at least 75%; Baldwin met minimum attendance expectations; no committee attendance data applicable to him.
- Compensation and alignment: Baldwin’s ineligibility for director compensation in 2023–2024 eliminates cash/equity conflicts and pay‑for‑performance concerns at the director level, but also results in minimal direct equity alignment (no shares/RSUs disclosed).
- Controlled company dynamics: ADV’s controlled company status and stockholder rights (including committee representation entitlements) indicate concentrated governance power; this is a material oversight consideration for investors assessing board independence and potential conflicts.
Red flags:
- Affiliation with CVC while CVC‑advised funds indirectly hold equity interests in ADV and Topco; committee placement rights under the Stockholders Agreement enhance potential influence despite independence designation.
- No disclosed personal ownership of ADV Class A shares or Topco units, limiting “skin‑in‑the‑game” alignment.
- Controlled company exemptions reduce independence requirements for certain committees, elevating governance risk relative to non‑controlled peers.