Tiffany Han
About Tiffany Han
Independent director at Advantage Solutions (ADV); age 35 as of April 5, 2024; director since October 2020 at ADV and since June 2020 at Karman Topco L.P. (Topco). Managing Director at CVC since 2013; prior M&A experience at UBS Investment Bank (2011–2013). Education: Bachelor in Business Administration, Emory University. The Board has determined she is “independent” under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVC | Managing Director | Since 2013 | Private equity advisor to funds that indirectly hold ADV/Topco shares |
| UBS Investment Bank | M&A Group | 2011–2013 | Transaction execution experience (M&A) |
| Advantage Solutions (ADV) | Director (Class III) | Since Oct 2020; current term expires 2026 | Member, Human Capital Committee |
| Karman Topco L.P. (Topco) | Director | Since Jun 2020 | Topco controls majority of ADV voting power |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDC Brands (parent holding company) | Director | Not disclosed | Consumer/retail sector exposure |
Board Governance
- Committee assignments: Human Capital Committee member; HCC members are Robin Manherz (Chair), Timothy J. Flynn, Tiffany Han, and Brian K. Ratzan; chartered authority includes CEO comp goals, executive comp, director comp, and oversight of compensation consultants .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75%; all directors attended the 2024 annual meeting. HCC met six times in 2024; each member attended all meetings except Timothy J. Flynn (83%) .
- Independence: Board determined Tiffany Han is independent under NASDAQ rules (despite CVC affiliation) .
- Controlled company: ADV is a NASDAQ “controlled company” due to Topco majority control; exemptions allow non‑majority independent board and non‑fully independent Nominating and Human Capital Committees, though the Audit Committee remains fully independent as required .
- Stockholders Agreement: CVC, LGP, Bain, and CP Sponsor have director designation rights and, while eligible, the right to have one of their designees appointed to each Board committee, which structurally embeds sponsor representation in committee governance .
Fixed Compensation
| Policy Element | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 |
| Chair retainers | Audit: $20,000; Human Capital: $17,500; Nominating & Corporate Governance: $17,500 |
| Eligibility exception | Directors employed by CVC/LGP/Bain not eligible for director compensation (policy amendment effective 2024) |
| Tiffany Han 2024 compensation | Not eligible; no cash or equity under director policy (table shows “—”) |
Performance Compensation
| Equity Award | Grant Value | Vesting | Change‑in‑Control | Deferral |
|---|---|---|---|---|
| Annual RSU (eligible non‑employee directors) | $175,000 fair value at grant | Vests on earlier of day before next annual meeting or 1-year anniversary, subject to continued service | Vests in full immediately prior to change in control | Beginning in 2025, directors may elect to defer RSU distribution |
Note: Tiffany Han is not eligible for director compensation under the amended policy; thus no RSU grants were made to her under the director program in 2024 .
Other Directorships & Interlocks
| Entity | Role/Linkage | Details/Implications |
|---|---|---|
| Karman Topco L.P. (Topco) | Director | Topco is the majority shareholder of ADV and exercises significant governance rights; Board composed of Ms. Han and Messrs. Breitner, Flynn, Levyn, and Nebesar . |
| Sponsor committee rights | Stockholders Agreement | CVC/LGP/CP Sponsor each have rights to appoint a director to every committee while they retain nomination rights—embedding sponsor influence across committees . |
| Majority control dynamics | Controlled company | Topco’s control permits governance exemptions; Topco approval required for major corporate actions (e.g., CEO termination, large transactions, dividends) . |
| PDC Brands | Director | Private company; consumer products exposure; no ADV transactional interlocks disclosed . |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Finance and M&A | UBS Investment Bank M&A; Managing Director at CVC |
| Consumer/retail sector | Board bio cites finance and consumer/retail expertise |
| Board qualifications | Human Capital Committee service; independent director under NASDAQ rules |
| Education | BBA, Emory University |
Equity Ownership
| Holder | Shares (Class A) | % of Outstanding | Notes |
|---|---|---|---|
| Tiffany Han | — | 0.0% (based on 323,370,226 shares) | No direct beneficial ownership listed; no Topco units listed for Han . |
| Anti‑hedging/pledging | Policy | Officers/directors prohibited from hedging or pledging ADV securities |
Governance Assessment
- Strengths: Independent director status despite sponsor affiliation; active Human Capital Committee role overseeing executive compensation risk profile and CD&A inclusion; Board and committee attendance satisfactory (with explicit attendance exception noted only for another member) .
- Alignment: Director compensation policy excludes CVC‑employed directors from cash/equity fees—reduces potential personal pay conflicts; anti‑hedging/pledging policy supports alignment and risk control .
- Structural risks and potential conflicts (RED FLAGS): Controlled company exemptions reduce independence requirements outside Audit; sponsor designation rights to every committee concentrate influence; Topco retains approval rights over major actions; intercompany loans between ADV subsidiary and Topco indicate related‑party exposure (reviewed under related‑party policy, but still notable) .
- Ownership: No direct ADV share ownership or Topco units disclosed for Han—alignment likely via CVC fund interests rather than personal holdings; Board nevertheless deems her independent .
Board Governance (Detail)
| Committee | Role | Chair | 2024 Meetings | Attendance Notes |
|---|---|---|---|---|
| Human Capital Committee | Member | Robin Manherz | 6 | Each member attended all meetings except Timothy J. Flynn (83%) . |
| Audit Committee | Not listed as member | Virginie Costa | 5 | Committee fully independent per NASDAQ and Rule 10A‑3 . |
| Nominating & Corporate Governance | Not listed as member | Noted composition in 2024 (Breitner Chair) | 3–4 (2024/2023) | Each member attended meetings held while serving . |
Director Compensation (Detail for 2024)
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Tiffany Han | — | — | — | — |
Footnote: CVC‑employed directors were not eligible for director compensation under the amended policy .
Related-Party Transactions and Safeguards
- Intercompany promissory notes: $6.0M loan at 0.39% (matured Dec 31, 2023) refinanced in 2024 with $6.3M at 10.09%, maturing Dec 31, 2026; between Advantage Sales & Marketing Inc. and Topco .
- Related‑party review: Audit Committee administers a written policy requiring approval/ratification; directors may not participate in approval of transactions in which they are related persons .
Say‑on‑Pay & Shareholder Items
- 2025 annual meeting agenda included: election of Class II directors, ratification of PwC as auditor, and advisory vote on NEO compensation; Board recommended “For” on all items .
Overall implication for investors: Governance is structurally influenced by sponsor control (Topco/CVC/LGP/CP Sponsor) with explicit committee representation rights; Han’s independence is affirmed, and her HCC participation and lack of director compensation mitigate personal conflicts. However, controlled‑company exemptions and Topco approval rights represent persistent governance risks to minority shareholders and merit ongoing monitoring, particularly around compensation oversight and related‑party transactions .