Bianca Stoica
About Bianca Stoica
Bianca Stoica, age 31, is an independent Class II director of First Advantage Corporation (FA) serving since January 2020; she is a Director at Silver Lake (joined 2015) and graduated summa cum laude from The Wharton School (B.S. in Economics, concentrations in Finance and Accounting, minor in Mathematics) . The Board has affirmatively determined she is independent under Nasdaq rules, with Silver Lake controlling FA as a “controlled company,” though FA states it is not relying on controlled company governance exemptions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Director | 2015–present | Private equity investing; sponsor representative experience applied to FA strategy |
External Roles
- No other public company directorships are disclosed for Stoica in FA’s 2025 proxy .
Board Governance
| Item | Detail |
|---|---|
| Board Class & Term | Class II director, term expires at 2026 annual meeting |
| Independence | Board determined all directors other than CEO are independent; includes Stoica |
| Committee Assignments | Compensation Committee member (Chair: John Rudella; members: Bell, Price, Stoica) |
| Attendance | In 2024, Board met 5x; each committee met 4x; all directors attended ≥75% of meetings; 5 of 8 attended 2024 annual meeting |
| Executive Sessions | Non-management directors hold executive sessions; at least annually independent directors meet privately; Chairperson Joseph Osnoss presides |
| Controlled Company Context | Silver Lake controls a majority of voting power; FA qualifies as a Nasdaq “controlled company” but is not relying on related exemptions |
| Nomination Rights | Under the stockholders’ agreement, Silver Lake may nominate a proportional number of directors so long as it owns ≥5%; Stoica is among Silver Lake-recommended directors |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual retainer (cash) | $0 (Silver Lake employees do not receive director compensation) |
| Committee membership fees | $0 (Silver Lake employees do not receive director compensation) |
| Committee chair fees | $0 (Stoica is not chair; Silver Lake employees do not receive compensation) |
| Meeting fees | Not disclosed; FA compensates non-Silver Lake directors via retainers, not per-meeting fees |
| Annual equity grant (RSUs) | $0 (Silver Lake employees do not receive director equity) |
Performance Compensation
| Performance Metric | Structure | Weight/Target |
|---|---|---|
| Director performance-based pay | Not applicable; no equity or variable pay for Silver Lake employee directors (includes Stoica) | N/A |
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silver Lake | Director | 2015–present | Sponsor of FA; nomination/approval rights via stockholders’ agreement |
- Compensation Committee interlocks: None disclosed among Compensation Committee members; no reciprocal executive-director overlaps reported .
Expertise & Qualifications
- Private equity investing and corporate strategy experience; Director at Silver Lake .
- Strong finance/accounting academic background (Wharton B.S., summa cum laude) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Bianca Stoica | 7,811 | <1% (asterisk denotes less than one percent) |
| Entities affiliated with Silver Lake | 89,557,840 | 51.6% |
- Company hedging/pledging policy: Directors prohibited from hedging FA stock and from pledging without preclearance; short sales/options trading also prohibited .
Governance Assessment
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Committee work and engagement: Stoica serves on the Compensation Committee, which oversees CEO and NEO pay, plan administration, and non-employee director compensation; compensation consultant Pearl Meyer engaged, with Committee independence affirmed .
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Independence vs. sponsor ties: While the Board determined Stoica is independent under Nasdaq rules, she is a Silver Lake employee and a Silver Lake-recommended director under the stockholders’ agreement—this dual status warrants monitoring for potential conflicts in matters affecting sponsor rights or executive pay oversight .
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Attendance and effectiveness: Board and committees met regularly in 2024; all directors met the ≥75% attendance threshold, supporting baseline engagement .
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Compensation alignment: As a Silver Lake employee director, Stoica receives no FA director cash or equity pay, implying her alignment is via Silver Lake’s 51.6% stake rather than personal at-risk compensation—this reduces individual pay-for-performance signals but embeds sponsor-level alignment with long-term value .
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Controlled company risks: Silver Lake’s control and governance rights (e.g., CEO appointment/termination, large transactions, debt incurrence thresholds) elevate minority shareholder governance risk; FA states it is not relying on controlled company exemptions, which partially mitigates board independence concerns .
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RED FLAGS
- Sponsor control and rights: Silver Lake’s >50% ownership and approval rights over key decisions, alongside Silver Lake employee directors (including Stoica) on the board and Compensation Committee, present a structural conflict risk for minority investors in change-in-control, leadership, or compensation matters .
- Performance award modifications: In 2023 FA modified vesting for performance awards to time-based while preserving MOM eligibility; though focused on executives, the move can signal reduced performance stringency—Compensation Committee oversight relevance for Stoica’s committee role .
Implications for investors: Stoica’s presence as a Silver Lake representative on the Compensation Committee underscores the need to track decisions affecting executive pay, change-in-control protections, and strategic transactions for sponsor influence; however, FA’s stated non-reliance on controlled company exemptions and broad director independence determinations provide some governance counterbalance .