Christopher Growe
About Christopher Growe
Christopher Growe, age 50 as of April 4, 2025, has served as Chief Financial Officer (principal financial officer) of Advantage Solutions Inc. (ADV) since March 27, 2023. He holds bachelor’s and master’s degrees in business administration from Saint Louis University and previously spent ~16 years as a Managing Director (consumer/retail equity research) at Stifel, with earlier roles as an analyst at A.G. Edwards and in marketing at Anheuser‑Busch . Under the SEC’s Pay Versus Performance disclosure, the value of a $100 investment in ADV (TSR) was 38 in 2023 and 31 in 2024, while Adjusted EBITDA from Continuing and Discontinued Operations declined from $424.3M in 2023 to $374.4M in 2024, alongside a 2024 net loss of $(324.8)M . On capital allocation, Growe noted ADV repurchased bonds in Q1 2025, with a balanced focus on using cash and reducing debt .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stifel | Managing Director, Consumer & Retail equity research | 2007–Mar 2023 | Covered food/tobacco and advised institutional investors . |
| A.G. Edwards | Equity research analyst (food, beverage, tobacco) | Pre‑2007 | Sell‑side coverage and insights to investors . |
| Anheuser‑Busch | Marketing | Early career | Brand/marketing foundation pre-research career . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hope Ignites (non‑profit) | Director | Not disclosed | Supports educational initiatives for youth . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 420,000 | 589,231 |
| Target Annual Bonus (% of Salary) | 100% | 100% |
| Target Annual Bonus ($) | 560,000 (target noted; 2023 payout shown separately) | 600,000 |
Notes:
- 2023 included a $100,000 signing bonus for Growe .
Performance Compensation
Annual Incentive (Cash)
| Year | Primary Metric | Target ($) | Actual Payout ($) | % of Target | Comments |
|---|---|---|---|---|---|
| 2024 | Incentive EBITDA (Company-level controlling measure) | 600,000 | 323,640 | 54% | Company achieved ~59% of Incentive EBITDA target; Growe paid at 54% of target . |
Long‑Term Incentive (LTI) – 2024 Grants
| Instrument | Grant Date | Quantity/Terms | Metric(s) | Vesting/Performance | Grant Date FV ($) |
|---|---|---|---|---|---|
| PSUs | 4/19/2024 | Target 83,140; Max 166,280 | ACE, Adjusted EBITDA Margin (C&D Ops), Relative TSR | Three annual performance periods ending 12/31/2026; targets +/- bands defined (ACE ±2.5% of GOA; EBITDA Margin ±1%) | 359,996 |
| RSUs | 4/19/2024 | 83,140 units | n/a | Time‑based vesting per plan | 359,996 |
| Stock Options | 4/19/2024 | 263,736 options @ $4.33, expiring 4/19/2031 | Share price | 1/3 per year on each of the first 3 anniversaries | 480,000 |
Key performance design:
- 2024 “most important” performance measures linking pay and performance: Adjusted EBITDA (C&D Ops), Incentive EBITDA, ACE, Adjusted EBITDA Margin (C&D Ops), and Relative TSR .
Prior Sign‑On/Initial LTI (2023)
| Instrument | Grant/Effective | Quantity/Price | Vesting | Change‑in‑Control |
|---|---|---|---|---|
| Stock Options (sign‑on) | 4/3/2023 (employment eff. 3/27/2023) | 1,800,000 options split equally at $2.00, $5.00, $10.00 exercise prices | One‑fifth annually on each anniversary of 3/27/2023 (with specific schedules below) | Sign‑on options fully vest upon a Change in Control (CIC) . |
Option vesting detail from proxy footnotes:
- $2.00 tranche: 360,000 vested 3/27/2024; 240,000 scheduled 3/27/2025 .
- $5.00 tranche: 120,000 scheduled 3/27/2025; 360,000 on 3/27/2026; 120,000 on 3/27/2027 .
- $10.00 tranche: 240,000 scheduled 3/27/2027; 360,000 on 3/27/2028 .
Performance Stock Units (PSUs) – 2023 context
- A portion of 2023 PSUs earned above target based on 2023 Adjusted EBITDA (C&D Ops) and revenues (as adjusted), vesting on the 3rd anniversary of grant, subject to continued 2025 performance above 2023 levels for the respective metrics and continued service through vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 1,014,308 shares; includes 807,912 options vested/vesting within 60 days and 120,000 shares held by a family trust; <1% of 323,370,226 shares outstanding as of 4/4/2025 . |
| Unvested RSUs (12/31/2024) | 83,140 (market value at $2.92 = $242,769) . |
| PSUs Outstanding (target) (12/31/2024) | 130,233 from 6/12/2023 grant (market value $380,280) and 83,140 from 4/19/2024 (market value $242,769) . |
| Options Outstanding (12/31/2024) | 360,000 exercisable / 240,000 unexercisable @ $2.00 (exp. 4/3/2033); 600,000 unexercisable @ $5.00 (exp. 4/3/2033); 600,000 unexercisable @ $10.00 (exp. 4/3/2033); 263,736 unexercisable @ $4.33 (exp. 4/19/2031) . |
| Ownership Guidelines | NEOs must hold stock equal to 3x salary within 5 years; executives were in compliance or within time to comply as of 12/31/2024 . |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company securities . |
| Clawback | Compensation recovery policy adopted 10/2/2023 per SEC/Nasdaq rules . |
Price context: The company reported a 12/31/2024 closing price of $2.92 for market value calculations in the Outstanding Equity Awards table; this implies the $2.00 option tranche was in‑the‑money at year‑end 2024, while the $4.33/$5.00/$10.00 tranches were out‑of‑the‑money on that date .
Employment Terms
- Start date and initial pay: Employment commenced March 27, 2023; initial base salary $560,000; $100,000 signing bonus; target annual bonus 100% of salary; 2023 annual equity award at 100% of salary; 2024+ annual equity awards targeted at 200% of salary .
- 2024 target annual incentive: $600,000; actual 2024 payout $323,640 (54% of target) aligned to Incentive EBITDA performance .
- Severance (without cause/for good reason): 12 months base salary; up to 12 months COBRA premium subsidy; pro‑rata vesting of next vesting tranche for time‑based equity; pro‑rata vesting of next vesting tranche for performance awards (PSUs vest based on actual performance); vested options exercisable up to 12 months post‑termination (or earlier expiration) .
- Death/Disability: 6 months base salary (offset by disability if applicable) and 6 months health coverage for disability terminations .
- Change‑in‑Control: Sign‑on options fully vest upon a CIC (as defined in plan) .
- Grant timing and pricing: Grants approved at regular Human Capital Committee meetings; options priced at fair market value; no re-load options; anti-timing policy disclosed; 2024 NEO option grants were not proximate to material information releases (0.64% move metric disclosed) .
Vesting Calendar (Selected)
| Date | Instrument | Amount/Tranche | Terms |
|---|---|---|---|
| 4/19/2025 | RSUs (2024 grant) | 83,140 | Scheduled vest per plan . |
| 3/27/2025 | Options (2023 $2.00 tranche) | 240,000 | Scheduled vest; prior 360,000 vested 3/27/2024 . |
| 3/27/2025 | Options (2023 $5.00 tranche) | 120,000 | Scheduled vest . |
| 4/19/2025 | Options (2024 $4.33 grant) | ~87,912 | 1/3 of 263,736 each year 2025–2027 . |
| 3/27/2026 | Options (2023 $5.00 tranche) | 360,000 | Scheduled vest . |
| 3/27/2027 | Options (2023 $5.00 tranche) | 120,000 | Scheduled vest . |
| 3/27/2027 | Options (2023 $10.00 tranche) | 240,000 | Scheduled vest . |
| 3/27/2028 | Options (2023 $10.00 tranche) | 360,000 | Scheduled vest . |
| Through 12/31/2026 | PSUs (2024 grant) | 83,140 target | Three annual performance periods end 12/31/2026; payout 0–200% vs goals . |
| 3rd anniversary of 2023 PSU grant | PSUs (2023 earned) | Portion above target | Vest subject to 2025 performance above 2023 levels for specified metrics and continued service . |
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 420,000 | 140,000 | 559,997 | 648,000 | 560,000 | 21,113 | 2,349,110 |
| 2024 | 589,231 | — | 719,992 | 480,000 | 323,640 | 31,632 | 2,144,495 |
Performance and TSR Context (Company-level)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 Investment (TSR) | 38 | 31 |
| Net (Loss) Income ($000s) | (60,382) | (324,770) |
| Adjusted EBITDA (C&D Ops) ($000s) | 424,282 | 374,373 |
Additional Highlights and Risk Considerations
- Insider certifications: As CFO, Growe signed quarterly Section 302/906 certifications for ADV’s 10‑Qs in 2025 (Q1–Q3), reinforcing disclosure controls and reporting oversight .
- Capital allocation: Disclosed repurchase of bonds in Q1 2025, with balanced prioritization between debt and cash management .
- Ownership policies: Executives prohibited from hedging/pledging; clawback policy adopted in compliance with SEC/Nasdaq rules; stock ownership guidelines (NEOs 3x salary) in effect and monitored .
- CIC acceleration: Sign‑on options accelerate on CIC, increasing potential change‑in‑control economics and alignment sensitivity to deal outcomes .
Investment Implications
- Pay-for-performance alignment: Annual cash incentive tied to Incentive EBITDA paid at 54% of target for 2024, consistent with below-target performance; LTIs emphasize ACE, Adjusted EBITDA Margin, and Relative TSR—metrics aligned to efficiency and shareholder outcomes .
- Selling pressure and overhang: 2025–2028 feature sizable scheduled option vests; as of 12/31/2024 price ($2.92), the $2.00 sign‑on tranche was in‑the‑money while $4.33/$5/$10 tranches were out‑of‑the‑money, tempering near‑term monetization risk but creating leverage to execution and share price recovery .
- Retention risk: Severance is 12 months salary plus equity pro‑rata vesting of next tranche—moderate protection; CIC acceleration on sign‑on options boosts stickiness but could create windfall optics in a transaction .
- Alignment safeguards: Anti‑hedging/pledging and ownership guidelines (3x salary) mitigate misalignment; clawback policy reduces restatement risk incentives .
- Execution track record: TSR declined 2023→2024; Adjusted EBITDA decreased in 2024; continued focus on deleveraging (bond repurchases) suggests capital discipline, but improving TSR will likely require sustained EBITDA growth and margin execution tied to LTI metrics .