Timothy Flynn
About Timothy J. Flynn
Independent director of Advantage Solutions Inc. since October 2020; also director of Karman Topco L.P. since July 2014. Partner at Leonard Green & Partners (LGP) with prior investment banking roles at Credit Suisse First Boston (joined 2000 via DLJ acquisition), Donaldson, Lufkin & Jenrette (since 1996), and Paine Webber M&A; B.A. in Economics and Political Science from Brown University . Age 51 (as of April 5, 2024) and classified as a Class I director with term expiring in 2027; the Board determined he is an “independent director” under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leonard Green & Partners, L.P. | Partner | Since 2003 | Private equity sponsor for ADV; nomination rights via Stockholders Agreement (LGP Director) . |
| Credit Suisse First Boston | Director, Investment Banking | 2000–2003 | Joined following CSFB’s acquisition of DLJ . |
| Donaldson, Lufkin & Jenrette | Investment Banking | 1996–2000 | M&A experience . |
| Paine Webber Inc. | M&A Group | Prior to 1996 | Transactional background . |
| The Container Store | Director; Chair, Culture & Compensation Committee | Prior service (dates not specified) | Chaired compensation-related committee . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wrench Group | Director | Current | Sponsor-backed services business . |
| Veritext Legal Solutions | Director | Current | Sponsor-backed legal services . |
| Insight Global | Director | Current | Sponsor-backed staffing . |
| OMNIA Partners | Director | Current | Group purchasing organization . |
| CCC Information Services | Director (past) | Prior | Technology/data services . |
| United States Infrastructure Corp. (USIC) | Director (past) | Prior | Field services . |
| Pye‑Barker | Director (past) | Prior | Fire & safety services . |
| Tank Holdings Corp. | Director (past) | Prior | Industrial manufacturing . |
| The Container Store | Director (past) | Prior | Chaired culture & compensation committee . |
Board Governance
- Board classification and term: Class I director; current Class I term expires at the 2027 annual meeting .
- Independence: Board determined Flynn is an “independent director” under NASDAQ rules .
- Controlled company: ADV is a controlled company under NASDAQ; Topco holds majority voting power, allowing exemptions from certain governance requirements (not audit committee) .
- Committee assignments: Member, Human Capital Committee (HCC); committee chaired by Robin Manherz; other members include Tiffany Han and Brian Ratzan .
- Attendance: Board met five times in 2024 and each director attended at least 75% of Board meetings; HCC met six times in 2024 with Flynn attending 83%; in 2023 HCC met seven times with Flynn attending 71% .
- Nominating & Corporate Governance Committee: Not a member; 2025 composition is Breitner (chair), Levyn, Nebesar, West .
- Audit Committee: Not a member; committee composed entirely of independent directors and chaired by Virginie Costa .
- Executive sessions: Non‑management directors meet in executive session at least twice per year per Corporate Governance Guidelines .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Grants (Grant Date FV, $) | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | Flynn was not eligible for director compensation under policy due to LGP affiliation . |
| Policy (active 2024–2025) | 100,000 | Audit Chair 20,000; Human Capital Chair 17,500; Nominating Chair 17,500 | 175,000 RSUs annually (eligible directors) | RSUs vest at earlier of one year or day before next annual meeting; 2025 introduced deferral election; change‑in‑control full acceleration . |
Performance Compensation
| Feature | Structure | Vesting/Triggers | Applicability |
|---|---|---|---|
| Director RSUs | Time‑based RSUs to eligible non‑employee directors | Vest at earlier of one‑year anniversary or day before next annual meeting; full acceleration on change of control; deferral election available in 2025 | Not applicable to Flynn (ineligible under policy due to LGP affiliation) . |
No performance metrics (TSR, EBITDA, revenue growth) are tied to director equity awards; grants are time‑based per policy .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Sponsor nomination rights | LGP has rights to nominate up to two directors while owning ≥10% (reduces at 5–10%); CVC and CP Sponsor have nomination rights; Bain has one director while ≥5% . |
| Committee representation rights | Subject to independence rules, CVC, LGP, and CP Sponsor each have rights to have one of their directors appointed to each Board committee while they retain nomination rights . |
| Topco governance | Topco (majority stockholder) governed by a limited partnership agreement among funds affiliated with LGP, CVC, Centerview, Juggernaut, Bain; certain actions at ADV require Topco approval while Topco holds specified thresholds . |
Expertise & Qualifications
- Deep finance and capital structure expertise from LGP and prior IB roles (CSFB, DLJ, Paine Webber); strategic planning and leadership of complex organizations and retail/business services .
- Compensation oversight experience (chaired The Container Store’s culture & compensation committee) .
Equity Ownership
| Security | Amount | Percent of Class | As‑of Date | Notes |
|---|---|---|---|---|
| ADV Class A common stock | 15,450,000 | 4.8% | April 4, 2025 | Shares purchased via PIPE by Green Funds; Messrs. Flynn and Levyn may be deemed to share voting/investment power through positions with LGP affiliates; each disclaims beneficial ownership except to extent of pecuniary interest . |
| Topco Common Series A Units | 792,500.000 | See footnote | April 5, 2024 | Units held by LGP funds, LGP Associates, Karman Coinvest (jointly controlled by LGP and CVC) and Karman II Coinvest; Flynn may be deemed to share voting/investment power and disclaims beneficial ownership except to extent of pecuniary interest . |
Five percent holders of ADV include Karman Topco L.P. (179,716,789 shares; 55.6%) and Conyers Park II Sponsor LLC (18,483,333 shares; 5.6%) as of April 4, 2025 .
Say‑on‑Pay and Shareholder Voting Signals
| Proposal | 2022 Votes | 2024 Votes | 2025 Votes |
|---|---|---|---|
| Say‑on‑Pay (advisory) | For: 309,438,475.96; Against: 626,657.11; Abstain: 5,857.01; Broker Non‑Vote: 1,300,315.00 | For: 270,433,146; Against: 7,511,494; Abstain: 258,529; Broker Non‑Vote: 12,391,848 | For: 247,886,381; Against: 23,303,018; Abstain: 18,524; Broker Non‑Vote: 15,418,800 |
| Director Election (class results incl. Flynn) | Class II slate elected | Flynn (Class I) For: 256,688,879; Withheld: 21,005,317; Broker Non‑Vote: 12,900,821 | Class II slate elected; not Flynn’s class |
Compensation Committee Analysis (Human Capital Committee)
- Composition: Manherz (Chair), Flynn, Han, Ratzan; independent under NASDAQ; authority to engage consultants and delegate as appropriate .
- Meetings: Six in 2024 (Flynn attended 83%); seven in 2023 (Flynn attended 71%) .
- Mandate: CEO goal-setting and evaluation; executive compensation; human capital strategy; director compensation policy oversight; consultant oversight .
Related‑Party Transactions & Conflicts
- Controlled company: Exemptions from certain NASDAQ governance requirements; audit committee independence maintained .
- Stockholders Agreement: Extensive sponsor rights, including Board/class composition, committee seat rights, and consent rights over significant corporate actions while Topco retains specified holdings—potential constraints on Board independence and management flexibility .
- Beneficial ownership through sponsor funds: Flynn’s reported beneficial ownership derives from LGP‑affiliated holdings (PIPE and Topco units) with shared voting/investment power and disclaimers—indicates strong alignment but also sponsor influence .
Governance Assessment
-
Positives:
- Independent status under NASDAQ; significant finance and compensation oversight experience; Board and committee annual self‑assessments; executive sessions of non‑management directors at least twice per year .
- Audit Committee fully independent with an audit committee financial expert (Costa), and an SEC‑mandated clawback policy is in place for officers—reduces compensation risk .
-
RED FLAGS:
- Attendance: Human Capital Committee attendance below best‑practice thresholds in 2023 (71%) and not perfect in 2024 (83%)—could signal engagement risk on pay and talent oversight .
- Sponsor influence: LGP/CVC/CP Sponsor nomination and committee seat rights; Topco consent rights on key actions—elevated risk of conflicts or constrained independent oversight .
- Director pay policy exclusions: Flynn receives no cash/equity director compensation due to sponsor affiliation—limits personal at‑risk compensation‑based alignment, shifting alignment to sponsor ownership economics .
-
Alignment:
- Material beneficial ownership via sponsor funds (4.8% of Class A) ties incentives to equity outcomes, albeit through shared voting/investment power with disclaimers, reflecting sponsor‑level alignment rather than individual director grants .
-
Overall implication:
- Flynn brings valuable capital markets and compensation governance experience but operates within a controlled‑company framework that concentrates influence among sponsors; investors should monitor HCC attendance/engagement and sponsor‑driven committee composition for potential conflicts impacting pay‑for‑performance integrity and strategic decisions .