Virginie Costa
About Virginie Costa
Independent director (Class I; term expires 2027), age 50, serving on ADV’s Board since October 2020. She is Audit Committee Chair and designated an “audit committee financial expert.” Education: “Diplome des Grandes Ecoles de Commerce” (MBA equivalent) from Ecole Supérieure de Commerce de Nantes (Audencia), France. Career spans senior finance and operations roles at global consumer brands, most recently SVP Finance North America at Mondelēz (Jul 2023–Mar 2025), and prior CFO roles at Wella AG, Godiva, Burberry Americas, and Hermès of Paris; began in public accounting at KPMG and Arthur Andersen .
Past Roles
| Organization | Role | Tenure/Dates | Notes/Impact |
|---|---|---|---|
| Mondelēz (North America) | Senior Vice President, Finance | Jul 2023 – Mar 2025 | Senior finance leadership for major CPG region |
| Wella AG | Global Chief Financial Officer | Jun 2021 – Dec 2022 | Global CFO for beauty brand portfolio |
| Godiva Chocolatier | Global Chief Financial Officer | Aug 2018 – Jun 2021 | Global CFO for premium confectionery |
| Burberry Americas | Chief Financial & Operations Officer; prior CFO | CFO&O: Feb 2013 – Aug 2018; CFO: May 2011 – Feb 2013 | Regional finance and operations leadership for luxury brand |
| Hermès of Paris, Inc. | Chief Financial Officer and Chief Operating Officer | Dec 2005 – May 2011 | Executive roles across finance and operations |
| KPMG LLP; Arthur Andersen LLP | Public accounting and consulting | Early career | Foundational accounting/audit experience |
External Roles
| Type | Organization | Role | Dates | Notes |
|---|---|---|---|---|
| Public company boards | — | — | — | No other public company directorships disclosed in ADV’s proxy |
| Private/non-profit boards | — | — | — | Not disclosed for Ms. Costa in ADV’s proxy |
Board Governance
- Classification and term: Class I director, term expiring in 2027 .
- Independence: Determined “independent” under NASDAQ rules; Audit Committee composed entirely of independent directors .
- Committee assignments: Audit Committee Chair; not listed on Human Capital or Nominating & Corporate Governance .
- Attendance and engagement:
- Board met 5 times in 2024; all directors attended at least 75% of meetings; all attended the 2024 annual meeting .
- Audit Committee met 5 times in 2024; each member attended all meetings during the periods of membership .
- Human Capital Committee met 6 times in 2024; one member (T. Flynn) attended 83% (Costa not a member) .
- Controlled company considerations: Topco controls 55.6% of voting power; ADV is a NASDAQ “controlled company” with related governance exemptions (not applicable to the Audit Committee) . Stockholders Agreement constrains certain actions (e.g., board size changes, CEO termination, large M&A/indebtedness) without Topco approval while Topco maintains specified holdings .
Committee Overview (Costa-specific)
| Committee | Role | 2024 Meetings | Attendance | Key Oversight |
|---|---|---|---|---|
| Audit Committee | Chair | 5 | Each member attended all meetings during membership periods | External auditor oversight; financial reporting; accounting policies; compliance; internal controls; whistleblower procedures |
| Human Capital Committee | — | 6 | N/A (not a member) | CEO/exec compensation; director pay; HCM oversight; authority to engage consultants |
| Nominating & Corporate Governance | — | 3 | N/A (not a member) | Board composition; governance guidelines; ESG strategy; self-evaluations |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Committee chair retainer (Audit) | $20,000 | Audit Chair additional annual retainer |
| Fees earned (cash) – Costa | $120,000 | Reported in 2024 director compensation table |
Performance Compensation (Director Equity – 2024/2025 Policy)
| Metric | Value/Terms | Detail |
|---|---|---|
| RSU annual grant fair value (policy) | $175,000 | Granted at annual meeting to continuing non‑employee directors |
| RSU grant fair value (Costa, 2024) | $174,997 | ASC 718 grant-date fair value |
| Vesting schedule | Earlier of 1‑year from grant or day before next annual meeting | Time‑based vesting; service condition |
| Unvested RSUs outstanding (12/31/2024) | 49,715 | Costa’s unvested RSUs at year‑end 2024 |
| Deferral election (from 2025) | Available | Non‑employee directors may elect to defer distribution of RSUs |
| Change‑in‑control treatment | Full vesting immediately prior to change in control | Equity awards vest in full |
No performance metrics (e.g., EBITDA, TSR) are tied to director RSUs; awards are time‑based .
Other Directorships & Interlocks
- Other current public boards: None disclosed for Ms. Costa .
- Board interlocks and designation rights: CVC, LGP, Bain, and CP Sponsor have director nomination rights and committee appointment rights subject to ownership thresholds; committee independence requirements still apply .
- Controlled shareholder: Karman Topco L.P. beneficially owns 55.6% of Class A common stock; intends to vote in line with Board recommendations, influencing outcomes including director elections and say‑on‑pay .
Expertise & Qualifications
- Audit committee financial expert designation (Item 407(d)(5), Reg S‑K) .
- 20+ years in finance/operations across global consumer brands; prior public accounting experience .
- Education: MBA‑equivalent business degree (Audencia) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned (4/4/2025) | 213,332 | As reported in Security Ownership table; less than 1% of outstanding |
| Ownership % | <1% | Denominator 323,370,226 shares outstanding |
| Unvested RSUs (12/31/2024) | 49,715 | Year‑end unvested director RSUs |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors/officers/employees |
| Director ownership guidelines | Not disclosed | Executive guidelines exist (not director‑specific) |
Say‑On‑Pay & Shareholder Feedback
| Metric | 2022 | 2024 | 2025 |
|---|---|---|---|
| For votes | 309,438,475.96 | 270,433,146 | 247,886,381 |
| Against | 626,657.11 | 7,511,494 | 23,303,018 |
| Abstain | 5,857.01 | 258,529 | 18,524 |
| Broker non‑vote | 1,300,315.00 | 12,391,848 | 15,418,800 |
Advisory approval passed each year; raw vote totals above. At the 2025 meeting, participation was 286,626,723 shares present/represented (88.6% of outstanding), with Topco holding 55.6% voting power and indicating support for Board recommendations .
Governance Assessment
- Strengths supporting investor confidence:
- Independent director; Audit Committee Chair; formally designated financial expert, enhancing oversight of reporting quality and auditor independence .
- Documented attendance (Board and Audit Committee) and engagement; Board/committees conduct annual self‑assessments; independent directors hold executive sessions at least twice per year .
- Director compensation mix balanced between cash retainer and equity RSUs with clear vesting and change‑in‑control treatment; deferral option from 2025 supports long‑term alignment .
- Anti‑hedging and anti‑pledging policy reduces alignment risks; no related‑party transactions disclosed involving Ms. Costa .
- Potential risk indicators and considerations:
- Controlled company status and Stockholders Agreement constraints centralize decision rights (e.g., board size, large transactions, CEO termination) with Topco while its holdings remain above thresholds, potentially limiting minority shareholder influence despite committee independence .
- Beneficial ownership by Ms. Costa is <1% of outstanding shares; alignment relies primarily on annual RSU grants rather than material equity stakes .
- Committee designation rights for private equity sponsors may create perceived interlocks at the board level; however, Costa’s audit role remains independent under SEC/NASDAQ requirements .
Overall, Costa’s audit leadership and financial expertise are governance positives. The broader controlled company structure is the principal governance constraint and should be monitored for impacts on board autonomy and investor protections .