Robin Manherz
About Robin Manherz
Independent director of Advantage Solutions Inc. since October 2021; age 52. She is a technology and operations executive with 25 years’ experience, currently Head of Marquee Go‑to‑Market at ServiceNow (since March 2024), and previously EVP & Chief Operating Officer, Customer Success at SAP; EVP & Chief Performance Officer, SAP; COO of SAP SuccessFactors; and other senior roles at SAP. Education: B.S., summa cum laude, Management, Georgia Institute of Technology. Class II director re‑elected in 2025 with term to 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAP | EVP & Chief Operating Officer, Customer Success | Jun 2021–Jan 2024 | Led customer success operations globally |
| SAP | EVP & Chief Performance Officer | Feb 2020–Jun 2021 | Enterprise performance oversight |
| SAP | SVP, Global Corporate Portfolio Planning & Commercialization | Jul 2018–Feb 2020 | Portfolio and commercialization strategy |
| SAP SuccessFactors | Chief Operating Officer | Jan 2017–Jul 2018 | HR cloud operations leadership |
| SAP | Senior executive roles incl. SVP Global Commercial Operations | 2007–2017 | Global commercial operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ServiceNow, Inc. | Head of Marquee Go‑to‑Market | Since Mar 2024 | Current operating role |
| Qualtrics International Inc. | Director | Jul 2022–Jun 2023 | Prior public company directorship |
Board Governance
- Classification and tenure: Class II director; re‑elected May 28, 2025; term to 2028 .
- Independence: Board determined Manherz is independent under NASDAQ rules .
- Committee memberships:
- Human Capital Committee (Compensation Committee): Chair; members include Timothy J. Flynn, Tiffany Han, Brian K. Ratzan .
- Not on Audit Committee (Costa, Macedonio, Poole) or Nominating & Corporate Governance (Breitner, Levyn, Nebesar, West) .
- Attendance and engagement:
- Board met 5 times in 2024; all directors attended at least 75% of meetings .
- Human Capital Committee met 6 times; all members attended meetings, except Flynn at 83% (implies Manherz attended all) .
- Executive sessions: Non‑management directors meet in executive session at least twice per year .
- Controlled company context: ADV is a NASDAQ “controlled company” given Topco’s 55.6% voting power, exempt from certain independence requirements (though Manherz is independent) .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (USD) | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $117,500 | Includes $17,500 Human Capital Committee chair fee |
| Committee chair fees | HCC Chair: $17,500 | Included above | Audit Chair $20,000; Nominating Chair $17,500 (not applicable) |
| Meeting fees | None disclosed | — | No per‑meeting fees described |
Performance Compensation
| Equity Component | Policy/Grant Value | Grant/Vesting | 2024 Actual (USD) |
|---|---|---|---|
| Annual RSU grant | $175,000 fair value | Granted at annual meeting; vests by next annual meeting or 1‑year anniversary; 2025 allows deferral elections | $174,997 RSU grant date fair value |
| Unvested stock awards at FY‑end | — | RSUs outstanding | 49,715 units |
- Performance metrics: None for directors; RSUs are time‑based (no director PSUs/options). All non‑employee directors’ equity awards vest in full immediately prior to a change in control .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Qualtrics International Inc. | Public | Director | Prior service (Jul 2022–Jun 2023) |
- Committee interlocks: As HCC Chair, Manherz oversees compensation with members affiliated with private equity sponsors (Flynn of Leonard Green; Han of CVC; Ratzan of Centerview), but all HCC members are designated independent under NASDAQ rules .
- Controlled company Stockholders Agreement influences board composition and committee appointments for sponsor‑nominated directors .
Expertise & Qualifications
- Technology operations and go‑to‑market leadership across enterprise software (SAP, ServiceNow) .
- Strategic portfolio planning, commercialization, customer success operations .
- Education: B.S., summa cum laude, Management, Georgia Institute of Technology .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robin Manherz | 201,875 | <1% | Includes restricted stock scheduled to vest May 28, 2025 |
- Vested vs unvested: 49,715 RSUs unvested at Dec 31, 2024 (director table) .
- Options: No option awards disclosed for non‑employee directors in 2024 .
- Hedging/pledging: Company prohibits hedging and pledging of ADV securities by directors and officers .
Governance Assessment
- Strengths:
- Independent status; high engagement as HCC Chair with full committee attendance in 2024 (committee exception noted for another member) .
- Relevant technology and operations expertise aligned with ADV’s transformation and human capital needs .
- Director pay mix aligns incentives: equity RSUs time‑based, with annual grant ~$175k; cash retainer + chair fee appropriately sized .
- Compensation governance: HCC engages Mercer; committee reviewed consultant independence; say‑on‑pay support strong (97.2% in 2024) .
- Controlled company considerations:
- Topco control and Stockholders Agreement influence board composition/committee seats for sponsor directors; however audit and committee independence requirements are met, and Manherz is independent .
- Conflicts/related‑party:
- Proxy discloses related‑party arrangements primarily involving Topco intercompany loans; no related‑party transactions specifically involving Manherz disclosed .
- Shareholder signals:
- 2025 annual meeting re‑elected Manherz; proposal 3 (say‑on‑pay) approved (vote totals provided) . 2024 say‑on‑pay received ~97.2% approval .
Director Compensation Details (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robin Manherz | 117,500 | 174,997 | 292,497 |
Board & Committee Activity (2024)
| Body | Meetings | Attendance | Composition/Chair |
|---|---|---|---|
| Board of Directors | 5 | All directors ≥75% | N/A |
| Human Capital Committee | 6 | All members attended; Flynn 83% | Chair: Robin Manherz; Members: Flynn, Han, Ratzan |
| Audit Committee | 5 | All members attended | Chair: Virginie Costa; Members: Macedonio, Poole |
| Nominating & Corporate Governance | 3 | All members attended | Chair: Cameron Breitner; Members: Levyn, Nebesar, West |
Fixed vs Equity Mix for Robin (Signal)
- Cash retainer + chair fee: $117,500; equity RSU grant: $174,997; total $292,497, equity component exceeds cash, supporting alignment with shareholders .
Say‑On‑Pay & Consultant Independence
- 2024 say‑on‑pay approval: ~97.2% of votes cast “for” .
- 2025 say‑on‑pay approved; vote totals: For 247,886,381; Against 23,303,018; Abstain 18,524; Broker non‑vote 15,418,800 .
- Mercer engaged as HCC’s independent compensation consultant; HCC determined no conflicts; Mercer’s broader services (~$1.4M) disclosed .
RED FLAGS
- Controlled company status and Stockholders Agreement allow sponsor influence over board composition and committee seats—monitor for potential misalignment with minority shareholders despite current independence determinations .
- No disclosed hedging/pledging by Manherz; company policy prohibits both (mitigates alignment risk) .
Overall, governance signals for Manherz are positive: independent status, strong committee leadership and attendance, technology/operations expertise, and equity‑heavier director pay mix. The controlled company framework warrants continued monitoring for board independence in practice, but current committee structures and say‑on‑pay outcomes support investor confidence .