Deborah Poole
About Deborah Poole
Deborah Poole (age 41) is an independent Class II director of Advantage Solutions Inc. (ADV) since May 2022, serving on the Audit Committee. She holds an M.S. from Georgia Tech and a B.A. from Harvard, with deep operating experience in ecommerce and consumer technology .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Whoop, Inc. | Chief Business Officer | 2019–2021 | Led ecommerce operations, strategy, and enterprise sales . |
| Wayfair LLC | Various roles; founded Wayfair Canada (GM) | 2010–2019 | Built Canadian business; led global talent acquisition 2015–2018 . |
| Drizly, LLC | Director | Apr 2020–Oct 2021 | Board member until acquisition by Uber . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Idelic, Inc. | Director | Since Jul 2021 | Commercial trucking safety analytics (SaaS) . |
| CareRev | Director | Not disclosed | Private company board . |
| Sendle (PBC) | Director | Not disclosed | Private company board . |
| Placemakr | Director | Not disclosed | Private company board . |
Board Governance
- Committee assignments: Audit Committee member; not designated as chair. The Audit Committee met 5 times in 2024; each member attended all meetings during their tenure .
- Independence: The Board determined Deborah Poole is “independent” under NASDAQ rules .
- Attendance: The Board met 5 times in 2024; all directors attended the 2024 annual meeting. Each director attended at least 75% of Board meetings during their tenure in 2024 .
- Controlled company context: ADV is a “controlled company” (Topco beneficially owns 55.6% voting power as of Apr 4, 2025), with sponsor designation rights for board/committees; audit committee remains fully independent under Rule 10A‑3 .
- Audit Committee responsibilities include oversight of financial reporting, auditor independence, and internal controls; committee charter available on the corporate website .
Fixed Compensation
Policy highlights (non‑employee director compensation):
- Annual cash retainer: $100,000; chair retainers: Audit $20,000, Human Capital $17,500, Nominating & Governance $17,500 .
- Annual equity: RSUs with grant‑date fair value $175,000; vest on earlier of 1‑year anniversary or day immediately preceding next annual meeting. From 2025, directors may elect to defer RSU distribution; all director equity vests in full upon change‑in‑control .
Poole’s director compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,165 | $100,000 | $100,000 |
| Stock Awards ($) | $175,000 | $174,999 | $174,997 |
| Total ($) | $235,165 | $274,999 | $274,997 |
Unvested RSUs outstanding (counts at year‑end):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Unvested RSUs (#) | 40,603 | 98,314 | 49,715 |
Vesting mechanics (policy reference):
- RSUs vest on earlier of one year after grant or day immediately preceding next annual meeting .
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity | Time‑based RSUs | None | Non‑employee directors do not receive performance‑based awards; RSUs vest time‑based per policy . |
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Conflict |
|---|---|---|
| Idelic; CareRev; Sendle (PBC); Placemakr | Private | No ADV‑specific related‑party transactions disclosed involving Poole; no public company interlocks reported . |
Expertise & Qualifications
- Ecommerce and digital operations leadership (Whoop CBO; Wayfair Canada founder) .
- Talent acquisition and scaling high‑growth businesses (Wayfair global talent acquisition) .
- Board experience across venture‑backed private companies in logistics/technology .
- Academic credentials: Georgia Tech (M.S.), Harvard (B.A.) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 4, 2025) | 154,632 shares; <1% of outstanding |
| Unvested RSUs (Dec 31, 2024) | 49,715 RSUs |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company securities by directors . |
Governance Assessment
- Strengths: Independent director with 100% Audit Committee attendance and relevant ecommerce/data experience; role on fully independent Audit Committee supports investor confidence .
- Alignment: Consistent cash/equity mix ($100k retainer; ~$175k annual RSUs) with time‑based vesting and optional RSU deferral beginning in 2025; no performance equity or unusual perquisites for directors .
- Risks/Conflicts: ADV’s “controlled company” structure concentrates voting power and reserves designation rights for sponsors (Topco/CVC/LGP/Bain) across Board/committees. Poole is not sponsor‑affiliated, mitigating direct conflicts for her seat; no related‑party transactions disclosed for Poole .
- Shareholder signals: Strong say‑on‑pay support (97.2% in 2024; 99.8% in 2023) indicates general approval of compensation framework; while focused on executives, it reflects broader governance equilibrium .