David Peacock
About David Peacock
David A. Peacock, age 56, has served as Chief Executive Officer and director (Class III, term expiring 2026) of Advantage Solutions since February 2023; he holds a BA from the University of Kansas and an MBA from Washington University in St. Louis . Under his tenure, 2024 Adjusted EBITDA from Continuing and Discontinued Operations was $374.4 million with a 12.0% adjusted EBITDA margin and revenues of $3,646.3 million (net of reimbursables $3,120.3 million); ACE was $284.0 million, with PSU performance determinations of 133.7% for ACE and 112.1% for adjusted EBITDA margin for the 2024 period . The company’s cumulative TSR as reported in pay-versus-performance was 31 at year-end 2024 vs 38 at year-end 2023, and net loss was $(324.8) million for 2024; pay-versus-performance selected Adjusted EBITDA as the primary linking metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Continental Grain Company | Chief Operating Officer | Oct 2021–Jan 2023 | Led operations at a global food/ag investor; served on board Apr 2021–Jun 2022 . |
| Schnuck Markets, Inc. | President & COO; Director | May 2017–Oct 2021 (director until Jan 2023) | Led retail operations and growth at family-owned grocer . |
| Vitaligent, LLC | Founder & Chairman | Through 2022 | Built and exited multi‑unit restaurant franchise . |
| Anheuser‑Busch | President; VP Marketing; VP Business Ops | 2004–2012 (President 2008–2012) | Senior leadership spanning operations and marketing . |
External Roles
| Organization | Role | Years | Notable governance roles |
|---|---|---|---|
| Wayne‑Sanderson Farms (private) | Director | Since July 2022 | Board member post merger of Sanderson and Wayne . |
| Stifel Financial Corp. (NYSE: SF) | Director; Lead Director | Since 2017 (current) | Lead director . |
| Urban League of Metropolitan St. Louis; Pink Ribbon Good; NextUp; FMI | Trustee/Director | Various (current) | Non‑profit and industry association governance . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 985,769 | 1,100,000 |
| Stock awards ($) | 5,999,995 | 1,799,998 |
| Option awards ($) | 5,765,000 | 2,640,000 |
| Non‑equity incentive ($) | — | 710,000 |
| All other compensation ($) | 79,971 | 71,777 |
| Total ($) | 15,780,735 | 6,321,775 |
Detail (2024 all‑other comp): Car allowance $36,000; 401(k) match $10,350; executive health $6,377; disability premiums $18,696; life insurance $354 .
Director fees: As an employee director, Peacock does not receive director compensation or committee fees .
Performance Compensation
Annual Incentive (2024)
| Item | Target | Actual | Payout |
|---|---|---|---|
| Target bonus ($) | 1,650,000 | Incentive EBITDA achieved ~59% of target | 710,000 (43% of target; CEO requested reduction to redirect to frontline supervisors) |
Performance metric and construction: Incentive EBITDA is Adjusted EBITDA adjusted for “Impact of Transactions” and excluding teammate cash incentives; Human Capital Committee adjusted thresholds during the year .
2024 PSUs (granted Apr 19, 2024)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Achievement | Vesting construct |
|---|---|---|---|---|---|---|
| ACE ($m) | 75% | 262.2 | 276.5 | 290.8 | 133.7% of target | Three one‑year periods (2024–2026); average achievement across periods; 0–200% earn; subject to relative TSR adjustment . |
| Adjusted EBITDA Margin (%) | 25% | 10.9 | 11.87 | 12.9 | 112.1% of target | Same as above; TSR floor/cap at 75th/25th percentile respectively . |
Award sizes and vesting:
- Target PSUs: 207,852 units to Peacock; vest based on averaged performance across 2024–2026, then adjusted for relative TSR; settlement after 2026 .
- RSUs: 207,852 units vest in equal annual tranches over 3 years from grant date .
- Options: 1,450,549 options at $4.33; vest 1/3 annually over three years .
2023 equity vesting specifics (Peacock):
- Options at $2.65: 1,600,000 exercisable on Feb 1, 2024; remaining 400,000 vest Feb 1, 2025 .
- Options at $5.00: 1,200,000 vest Feb 1, 2025; 1,550,000 vest Feb 1, 2026 .
- Options at $10.00: 50,000 vest Feb 1, 2026; 1,600,000 vest Feb 1, 2027; 1,600,000 vest Feb 1, 2028 .
- 2024 option grant at $4.33 vests over 3 years .
Stock vested and option exercise activity (2024):
| Metric | Amount |
|---|---|
| Shares vested (RSUs/PSUs) | 377,357; value realized $1,507,541 |
| Options exercised | — |
Equity Ownership & Alignment
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 5,845,707 shares | 1.8% of outstanding; includes 3,683,516 options vested/will vest within 60 days of Apr 4, 2025 . |
| Options (exercisable at 12/31/24) | 1,600,000 | $2.65 strike, exercisable; see vest schedule above . |
| Options (unexercisable at 12/31/24) | 7,850,549 | $4.33/$5.00/$10.00 series, per footnotes . |
| Unvested RSUs (12/31/24) | 585,210 | 207,852 (2024 grant) + 377,358 (2023 grant) . |
| Unvested PSUs (12/31/24) | 490,870 | 207,852 (2024 target) + above‑target tranche from 2023 (283,018 subject to performance) . |
- Stock ownership guidelines: CEO must hold 6x salary; executives were in compliance or within time to comply as of Dec 31, 2024 .
- Hedging/pledging: Company prohibits hedging and pledging of company stock by officers and directors .
Employment Terms
| Scenario | Cash severance | Health benefits | Equity treatment | Options post‑termination window | Notes |
|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | 24 months base salary | $72,000 lump sum for coverage | Pro‑rated vesting of time‑based and performance awards (PSUs based on actual) | 3 years (or original expiry if sooner) | Release and covenants required . |
| Death | 12 months base salary; accrued amounts | N/A | RSUs/options vest; PSUs at target | N/A | |
| Disability | 12 months base salary less disability proceeds; $36,000 health coverage | As noted | RSUs/options vest; PSUs at target | N/A | |
| Change in Control (CIC) – awards not assumed | — | — | Full vesting (single‑trigger) | N/A | |
| CIC – awards assumed; termination w/o cause or good reason ≤12 months | — | — | Full vesting (double‑trigger) | N/A | For 2024 PSUs, performance based on actual if period completed; target if not commenced; TSR adjustment removed . |
Tax gross‑ups: No excise tax gross‑ups; potential cutback to avoid 280G excise tax .
Board Governance
- Board service: CEO and director (Class III, term to 2026); not listed as independent; Chairman is James M. Kilts, indicating separation of Chair/CEO roles .
- Meeting attendance: Board met 5 times in 2024; all directors attended ≥75%; all directors attended the 2024 annual meeting .
- Committees: Audit (Chair: Virginie Costa); Human Capital (Chair: Robin Manherz); Nominating & Corporate Governance (Chair: Cameron Breitner); all committee members are independent under NASDAQ rules .
- Controlled company: Topco controls a majority of voting power; ADV relies on NASDAQ controlled company exemptions (e.g., majority independent not required), though Audit remains fully independent . Topco retains consent rights over certain actions including CEO termination, board size changes, dividends, and major transactions while holdings remain above specified thresholds .
Director Compensation (context)
Non‑employee directors receive $100,000 cash retainers, chair fees ($20,000 Audit; $17,500 Human Capital; $17,500 Nominating), and annual RSUs targeted at $175,000; Peacock, as an employee director, does not receive these fees .
Compensation Peer Group and Consultant
- 2024 peer group includes: Kelly Services, Flowers Foods, TreeHouse Foods, Central Garden & Pet, Robert Half, Sprouts, Reynolds Consumer Products, Verisk, FTI Consulting, Hain Celestial, Kforce, Korn Ferry, Coca‑Cola Consolidated, Insperity, TrueBlue, Energizer, Edgewell, SpartanNash, Spectrum Brands; changes vs 2023 noted (adds/removes) .
- Consultant: Mercer served as independent advisor; <$0.1m in executive comp fees; ~$1.4m other services; no conflicts found .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay received ~97.2% approval at the 2024 annual meeting; Board/Human Capital Committee considered investor feedback and maintained pay‑for‑performance design .
Risk Indicators & Red Flags
- Pay ratio: CEO total compensation to median employee ratio 488:1 in 2024 .
- Controlled company governance and Topco consent rights elevate related‑party influence risk .
- Clawback policy compliant with Rule 10D‑1 (mandatory recovery for restatements; 3‑year look‑back) .
- Insider trading policy prohibits hedging/pledging; structured grant timing and at‑market option pricing .
- Related party transactions: Intercompany loan to Topco $6.3m at 10.09% (2024 refinance) .
Performance Compensation Details (instrument breakdown)
| Instrument | Grant date | Quantity/Terms | Vesting | Strike/Fair Value |
|---|---|---|---|---|
| PSUs (2024 annual) | 4/19/2024 | 207,852 target | Earned based on 2024–2026 ACE & adjusted EBITDA margin; TSR adjustment | Valued at target; achievement for 2024: 133.7% ACE; 112.1% margin . |
| RSUs (2024) | 4/19/2024 | 207,852 | 3 equal annual tranches | $899,999 grant-date fair value . |
| Options (2024) | 4/19/2024 | 1,450,549 | 3 equal annual tranches | $4.33 strike; $2,640,000 fair value . |
| Options (2023) | 2/1/2023 | 1,600,000 exercisable; 400,000 unexercisable | 2024–2025 vesting schedule | $2.65 strike . |
| Options (2023) | 2/1/2023 | 2,750,000 unexercisable | 2025–2026 vesting schedule | $5.00 strike . |
| Options (2023) | 2/1/2023 | 3,250,000 unexercisable | 2026–2028 vesting schedule | $10.00 strike . |
Equity Ownership & Alignment (additional)
| Ownership guideline | Requirement | Compliance status |
|---|---|---|
| CEO stock ownership | 6x salary | Executives compliant or within allowed time horizon (as of 12/31/24) . |
Employment & Contracts (other provisions)
- Non‑disparagement: Included in Peacock Agreement .
- Severance triggers: No excise tax gross‑ups; cutback to avoid 280G/4999 excise tax .
- Option window: 3‑year post‑termination exercise window for CEO .
Investment Implications
- Pay‑for‑performance alignment strengthened by quantified, multi‑year PSU metrics (ACE and adjusted EBITDA margin) and a relative TSR governor; 2024 achievement was above target for PSU metrics, but annual cash incentive paid at 43% of target based on ~59% Incentive EBITDA, with CEO electing to reduce his payout—supportive of alignment and culture optics .
- Significant unvested equity and multi‑year option tranches (including large 2023 grants at varied strikes) create retention hooks and staggered potential supply; no option exercises in 2024 and anti‑pledging policy reduce near‑term forced‑sale risk, though vesting cadence could be a supply overhang consideration at specified dates .
- Governance is mitigated by separated Chair/CEO roles and independent committees, but controlled company status and Topco consent rights (including influence over CEO changes and capital allocation) introduce sponsor‑related governance overhangs that investors should incorporate into risk models .
- High say‑on‑pay support (~97.2%) and active use of an external consultant and peer benchmarking lowers risk of pay inflation without performance, while clear clawback and ownership guidelines support downside protection and alignment .