Bret Jardine
About Bret Jardine
Bret T. Jardine (age 58) is Chief Legal Officer and Corporate Secretary of First Advantage (since Nov 2024), after serving as EVP, General Counsel & Corporate Secretary since Jan 2011; he joined First Advantage in Aug 2004 and previously led the First Advantage legal function when it was a division within First American/CoreLogic in 2009–2010. He holds a B.A. in Political Science (University of Florida) and a J.D. (Stetson University College of Law) . The company’s pay-versus-performance section states compensation actually paid has been directionally aligned with TSR since the IPO, and revenues were the “Company-Selected Measure” linking pay to performance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Advantage Corporation | Chief Legal Officer & Corporate Secretary | Nov 2024–present | Senior legal executive post-Sterling acquisition and public-company governance . |
| First Advantage Corporation | EVP, General Counsel & Corporate Secretary | Jan 2011–Nov 2024 | Led global legal, corporate governance, supported transactions . |
| First Advantage business (within First American/CoreLogic) | Head of Legal Department | Nov 2009–Dec 2010 | Led legal for division through corporate transitions . |
| First Advantage (public company, earlier incarnation) | Acting General Counsel | 2009 | Interim GC leadership during public-company period . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zimmet, Unice, Salzman, Heyman and Jardine PA | Attorney | Prior to Aug 2004 (nearly a decade) | Class actions, regulatory inquiries, corporate transactions and governance expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 351,750 | 369,267 | 387,500 |
| Current Base Rate (as of effective date in 2024) | — | — | $450,000 (effective Nov 1, 2024) |
| Target Annual Bonus (% of Salary) | 50% (adjusted in 2021) | 50% | 50% |
| Target Annual Bonus ($) | — | — | 193,750 |
| Actual Annual MICP Bonus ($) | 67,293 | 56,300 | 96,880 |
Notes:
- Jardine’s employment letter provides MICP target at 75% originally, adjusted to 50% in 2021, consistent with 2024 target math .
- Base salary increase from $375,000 to $450,000 effective Nov 1, 2024 .
Performance Compensation
Annual Incentive Plan (MICP) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | Internal target (not disclosed) | Not disclosed | Included in approx 40–50% payout range; Jardine paid 50% of target ($96,880 vs $193,750) | Paid post-audit, typically in March following year |
| Revenue | 50% | Internal target (not disclosed) | Not disclosed | Included in approx 40–50% payout range; Jardine paid 50% of target ($96,880 vs $193,750) | Paid post-audit, typically in March following year |
Special Transaction Bonus (one-time, Nov 2024)
| Trigger | Amount ($) | Rationale |
|---|---|---|
| Completion of Sterling Acquisition (Nov 2024) | 450,000 | Special one-time cash transaction bonus in connection with the Sterling acquisition . |
Long-Term Equity Incentive Awards (2024 grants)
| Grant Date | Instrument | # Shares/Options | Exercise Price ($) | Grant Date FV ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Mar 4, 2024 | RSUs | 3,714 | n/a | 58,718 | 25% on each of first four anniversaries of Mar 4, 2024 |
| Mar 4, 2024 | Nonqualified Stock Options | 7,176 | 15.81 | 48,510 | 25% on each of first four anniversaries of Mar 4, 2024 |
| Nov 14, 2024 | RSUs | 5,461 | n/a | 97,479 | 25% on each of first four anniversaries of Nov 14, 2024 |
| Nov 14, 2024 | Nonqualified Stock Options | 11,683 | 17.85 | 90,660 | 25% on each of first four anniversaries of Nov 14, 2024 |
- RSUs in 2024 are 100% time-based (no performance-vesting) per the RSU program description .
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 24, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Bret T. Jardine | 112,046 | <1% |
- Hedging/Pledging: Company policy prohibits hedging and short sales; pledging or margin requires pre-clearance from the CLO; executive officers must consult the CLO before trading .
- Ownership guidelines: Not disclosed in cited sections; no specific multiple reported.
- TSR linkage: Pay-versus-performance disclosure indicates compensation actually paid is directionally aligned with TSR since IPO; revenues selected as 2024 company-selected measure .
Outstanding Equity Awards at FY 2024 Year-End (Dec 31, 2024)
| Award Type | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs/Shares (#) | Market Value of Unvested ($) |
|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option | 2/9/2020 | 52,280 | 67,906 | 5.11 | 1/31/2030 | — | — |
| RSU | 5/11/2023 | — | — | — | — | 67,906 | 1,271,879 |
| Nonqualified Stock Option | 5/11/2023 | 3,937 | 11,812 | 11.12 | 5/11/2033 | — | — |
| RSU | 3/4/2024 | — | — | — | — | 11,812 | 221,239 |
| Nonqualified Stock Option | 3/4/2024 | 0 | 7,176 | 15.81 | 3/4/2034 | — | — |
| RSU | 11/14/2024 | — | — | — | — | 7,176 | 134,406 |
| Nonqualified Stock Option | 11/14/2024 | 0 | 11,683 | 17.85 | 11/14/2034 | — | — |
Vesting cadence (new grants): 25% annually over four years for both RSUs and time options granted Mar 4, 2024 and Nov 14, 2024 .
Rule 10b5-1 Trading Plan (potential selling pressure)
| Executive | Plan Type | Adoption Date | Scheduled Expiration | Aggregate Shares to be Sold |
|---|---|---|---|---|
| Bret T. Jardine | Rule 10b5-1 plan | Aug 8, 2025 | Aug 7, 2026 | Up to 29,956 shares |
Employment Terms
- Agreement: Employment letter dated Mar 30, 2011; at-will; eligible for MICP (target adjusted to 50% in 2021); base salary increased to $450,000 in 2024 .
- Severance/Good Reason: If terminated without Cause or resigns for Good Reason, continued base salary for six months, subject to release and covenants . Good Reason generally includes material diminution in duties, reduction in base salary (up to 10% across-the-board reduction permitted under Jardine’s agreement), material relocation, and similar triggers .
Potential Payments on Termination/Change in Control (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | Health/Welfare ($) | Accelerated Options ($) | Accelerated RS/RSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Without Cause / For Good Reason (No CIC) | 187,500 | — | — | 177,604 | 353,042 | 718,146 |
| Without Cause / For Good Reason in Connection with a CIC | 187,500 | — | — | — | — | 187,500 |
| Death or Disability | — | — | — | 51,885 | 92,807 | 144,692 |
- Severance multiple: Six months of base salary (no bonus multiple) .
- Change-in-control: Table shows no equity acceleration value for Jardine in CIC scenario (as of 12/31/2024) .
Multi‑Year Total Compensation Snapshot (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 351,750 | 369,267 | 387,500 |
| Bonus (MICP and any special) | 67,293 | 56,300 | 546,880 (includes $450,000 one-time transaction bonus) |
| Stock Awards (RSUs) | — | 49,256 | 156,197 |
| Option Awards | — | 82,367 | 139,170 |
| Non-Equity Incentive Plan Comp | — | — | — |
| All Other Compensation | 4,017 | 4,370 | 4,522 |
| Total | 423,060 | 561,560 | 1,234,269 |
Policies and Governance Touchpoints
- Hedging/short sale prohibition; pledging/margin requires CLO pre-clearance; executive trading requires consultation with CLO; 10b5-1 plans encouraged .
- Related party transactions policy requires Audit Committee/independent review; executive compensation arrangements overseen by Compensation Committee .
- Say-on-Pay proposal presented annually; Board recommends “FOR” (approval percentages not disclosed in cited sections) .
Investment Implications
- Alignment: Jardine’s equity is primarily time-based RSUs and options with standard four-year vesting; no performance-vesting RSUs in 2024, modest severance (6 months salary) and no listed CIC equity acceleration at year-end 2024 reduce “golden parachute” risk but also provide fewer performance-contingent levers; revenues and Adjusted EBITDA are the annual bonus drivers .
- Selling pressure: A Rule 10b5-1 plan adopted Aug 8, 2025 contemplates sales of up to 29,956 shares through Aug 7, 2026, which may create incremental insider supply during the plan window .
- Retention risk: Base salary increased to $450,000 effective Nov 1, 2024; equity vesting over four years and a one-time 2024 transaction bonus suggest retention focus post-Sterling acquisition, but severance economics for Jardine are limited (6 months salary) .
- Ownership: Jardine beneficially owns 112,046 shares (<1%); options and unvested RSUs provide additional exposure; company policy restricts hedging/pledging, supporting alignment though no explicit ownership guideline multiple is disclosed in cited sections .
- Pay-performance linkage: 2024 MICP paid at 50% of target for Jardine, consistent with company-wide determination tied to revenue and Adjusted EBITDA; pay-versus-performance section asserts directional alignment of compensation actually paid with TSR since IPO, and revenues were the company-selected measure for 2024, anchoring the pay mix to growth metrics .