Michael Taylor
About Michael Taylor
Michael Taylor (age 52) is Chief Operating Officer, Retailer Services at ADV, serving in this role since October 2023; he previously led Global Customer Solutions (May 2022–September 2023) and earlier served in multiple leadership roles at ADV subsidiary Daymon Worldwide, including President (August 2015–May 2022). He holds a B.S. from Auburn University at Montgomery . 2024 incentive design tied payouts primarily to Incentive EBITDA (company achieved ~59% of target), with business unit performance considered for Taylor; his 2024 annual bonus paid 53% of target ($265,000) . Long-term PSUs measure ACE (Advantage Cash Earnings) and Adjusted EBITDA Margin with a relative TSR modifier; for the 2024 performance period, achievement was 133.7% of ACE target ($276.5M) and 112.1% of Adjusted EBITDA Margin target (11.87%), to be factored into PSU vesting after the 2026 period end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advantage Solutions (ADV) | Chief Operating Officer, Retailer Services | Oct 2023–Present | Segment leadership for Retailer Services |
| Advantage Solutions (ADV) | President, Global Customer Solutions | May 2022–Sep 2023 | Led global customer-facing solutions |
| Daymon Worldwide Inc. (ADV subsidiary) | President (and prior leadership roles) | Aug 2015–May 2022 | Led private brand services; multiple leadership roles |
External Roles
No external directorships or board roles for Michael Taylor were disclosed in the 2025 proxy statement’s executive officer biographies .
Fixed Compensation
Summary Compensation (reported)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $500,000 | $518,269 |
| Stock Awards (RSUs/PSUs, grant date fair value) | $1,000,000 | $600,000 |
| Option Awards (grant date fair value) | $423,333 | $400,000 |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | $500,000 | $265,000 |
| All Other Compensation | $10,975 | $19,662 |
| Total Compensation | $2,459,308 | $1,802,931 |
Breakout of 2024 “All Other Compensation”: 401(k) match $10,350; executive healthcare benefits $8,243; disability premium $715; life insurance premium $354 (total $19,662) .
2024 Base and Target Bonus
- Annual base salary: $525,000 for 2024 . Target annual incentive: $500,000 for 2024 . Actual bonus paid: $265,000 (53% of target) .
Performance Compensation
Annual Incentive (2024)
| Element | Target | Actual | Notes |
|---|---|---|---|
| Incentive EBITDA (Company) | Company-set target (not disclosed) | ~59% of target achieved | Controlling metric for annual incentive |
| Michael Taylor Annual Bonus | $500,000 target | $265,000 (53% of target) | Business unit performance considered for Taylor |
Long-Term Incentives (2024 grants; grant date 04/19/2024)
| Award Type | Target/Grant | Key Terms | Vesting |
|---|---|---|---|
| PSUs | 69,284 target shares | Metrics: ACE and Adjusted EBITDA Margin; relative TSR modifier | Earned over three one-year periods (2024–2026), final vest after 2026 performance period |
| RSUs | 69,284 units | Time-based | Vest in equal annual installments over 3 years from grant date (1/3 each year) |
| Stock Options | 219,780 options at $4.33 strike | Time-based | Vest 1/3 annually on each of the first, second, and third anniversaries of 4/19/2024 |
2024 PSU performance determination (year 1): ACE achieved 133.7% of target ($276.5M); Adjusted EBITDA Margin achieved 112.1% of target (11.87%); used to compute average annual achievement at the end of 2026 and then modified by relative TSR .
Prior-Year Equity (selected highlights)
- 2023 PSUs/RSUs: PSUs 232,559 target; RSUs 77,520 (both unvested as of 12/31/2024) .
- 2023 Options: 200,000 exercisable at $2.15 (vested 6/12/2024), 133,333 unexercisable at $2.15; 333,333 unexercisable at $5.00; 333,334 unexercisable at $10.00; all with final vestings through 2028 .
- 2022 PSUs/RSUs: PSUs 4,147 and 12,665 earned from 2022 performance vesting ratably over three years; RSUs 4,726 and 14,497 unvested as of 12/31/2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025)
| Holder | Shares Beneficially Owned | Percent of Class A |
|---|---|---|
| Michael Taylor | 563,911 (includes 273,260 options vested/vesting within 60 days and 4,147 PRSU scheduled to vest 6/1/2025) | <1% |
- Executive share ownership guideline: 3x salary for Named Executive Officers; executives were in compliance or within allowed time to comply as of 12/31/2024 .
- Anti‑hedging and anti‑pledging: Officers are prohibited from hedging and from pledging company securities .
Outstanding Equity Awards (as of December 31, 2024)
| Grant Date | Type | Status at 12/31/2024 | Quantity | Key Terms |
|---|---|---|---|---|
| 04/19/2024 | PSUs | Unearned (in performance) | 69,284 | 3 one-year periods (2024–2026); ACE and Adj. EBITDA Margin; relative TSR modifier |
| 04/19/2024 | RSUs | Unvested | 69,284 | Vest 1/3 annually over 3 years |
| 04/19/2024 | Options | Unexercisable | 219,780 at $4.33 | Vest 1/3 annually over 3 years (exp. 4/19/2031) |
| 06/12/2023 | PSUs | Unearned (in performance) | 232,559 | As granted in 2023 |
| 06/12/2023 | RSUs | Unvested | 77,520 | Time-based |
| 06/12/2023 | Options | Exercisable | 200,000 at $2.15 | Vested 6/12/2024 |
| 06/12/2023 | Options | Unexercisable | 133,333 at $2.15; 333,333 at $5.00; 333,334 at $10.00 | Scheduled vestings 2025–2028 |
| 06/01/2022 | PSUs | Unvested (earned amount) | 4,147 | Earned from 2022 goals; vest ratably 3 yrs |
| 06/01/2022 | RSUs | Unvested | 4,726 | Time-based |
| 03/11/2022 | PSUs | Unvested (earned amount) | 12,665 | Earned from 2022 goals; vest ratably 3 yrs |
| 03/11/2022 | RSUs | Unvested | 14,497 | Time-based |
Intrinsic value snapshot (12/31/2024 close $2.92): $2.15 options are in-the-money by $0.77 per option; $4.33/$5.00/$10.00 options are out-of-the-money at that date .
Employment Terms
Employment Agreement
- Agreement date: October 18, 2017 (Taylor Employment Agreement) .
- Bonus target: 100% of base salary under agreement; for 2024, base salary increased to $525,000 but annual incentive remained $500,000 .
Severance and Change-in-Control (CIC) Provisions
| Scenario | Cash Severance | Healthcare (Company portion) | Bonus | Equity |
|---|---|---|---|---|
| Without Cause / Good Reason (outside CIC) | Base compensation (base salary + target bonus) paid for 9 months | COBRA up to 9 months | Pro-rated for year of termination | No acceleration (see table indication “—”) |
| Without Cause / Good Reason (within 12 months post‑CIC) | Base compensation (base salary + target bonus) paid for 12 months | COBRA up to 12 months | Pro-rated for year of termination | Equity acceleration value estimate $2,047,297 (12/31/2024) |
| Death or Disability | — | — | Pro-rated bonus | Equity acceleration value estimate $1,335,687 (12/31/2024) |
Quantified estimates as of 12/31/2024:
- Severance pay: $393,750 (no CIC); $525,000 (with CIC) .
- Healthcare benefits: $15,470 (no CIC); $20,627 (with CIC) .
Outplacement assistance is provided in severance scenarios (outside and within CIC) .
Compensation Structure Analysis
- Mix shift: 2024 total compensation declined year-over-year ($2.46M→$1.80M) largely due to lower stock/option grant value and below-target annual bonus, indicating higher at-risk pay sensitivity to performance .
- Annual incentive rigor: Company achieved ~59% of Incentive EBITDA target; Taylor’s payout at 53% reflects business unit overlay and below-target results .
- LTI design: PSUs tied to ACE and Adjusted EBITDA Margin with a relative TSR modifier support multi-year alignment; 2024 results exceeded targets for both financial metrics for year 1 of the cycle .
Say-on-Pay, Peer Benchmarking, and Policies
- Advisory say-on-pay: Conducted annually; next vote in 2026 .
- 2024 compensation peer group includes Kelly Services, TreeHouse Foods, Central Garden & Pet, Flowers Foods, Sprouts Farmers Market, Reynolds Consumer Products, Verisk, FTI Consulting, Hain Celestial, Kforce, Korn Ferry, Insperity, TrueBlue, Energizer, Edgewell, SpartanNash, Spectrum Brands, Coca‑Cola Consolidated (additions/removals detailed in proxy) .
- Grant timing/pricing: Options granted at fair market value; no discounted or reload options; grants approved at regular HCC meetings .
Investment Implications
- Alignment and retention: Anti‑hedging and anti‑pledging policies plus a 3x salary ownership guideline (with compliance or time remaining) reduce misalignment risk and selling pressure from pledging . Significant unvested equity across PSUs/RSUs and multi‑year option schedules supports retention .
- Near‑term selling pressure: As of 12/31/2024, only the $2.15 options (200,000 vested; $0.77 intrinsic value at $2.92) were in‑the‑money; higher‑strike options ($4.33/$5/$10) were out‑of‑the‑money, tempering near‑term monetization incentives absent price appreciation .
- Pay-for-performance: 2024 annual incentive paid well below target (53% for Taylor) amid ~59% company Incentive EBITDA attainment, while year‑1 PSU financial metrics outperformed (ACE 133.7%; Adj. EBITDA Margin 112.1%), indicating operational progress not yet fully reflected in annual bonus outcomes; the relative TSR modifier will ultimately calibrate PSU payouts to shareholder returns through 2026 .
- Change‑in‑control economics: Modest cash severance multiples (12 months base compensation including target bonus) and meaningful equity acceleration in CIC ($2.05M as of 12/31/2024) balance retention with shareholder sensitivity; outside CIC, equity generally does not accelerate, which discourages voluntary turnover absent strong external pulls .