Douglas Nairne
About Douglas Nairne
Douglas Nairne, 58, is Global Chief Operating Officer at First Advantage (since November 1, 2024), after serving as COO – International since joining in 2021. He previously was Chairman & CEO of Dataflow Group (international background screening), COO of IntegraScreen, a journalist at the South China Morning Post, and an officer in the Canadian Army. He holds a B.A. from the University of Manitoba, a Master’s in Journalism from Hong Kong University, and an MBA from HKUST/Kellogg. He is based in Hong Kong and compensated in HKD for proxy reporting purposes, with USD conversions disclosed. Company performance context during the latest year: 2024 revenue $860,205k and net income $(110,273)k; since IPO (June 23, 2021) cumulative TSR value of an initial $100 investment was $105.58 in 2024 versus peer $92.45 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Advantage | Global Chief Operating Officer | 2024–present | Global operations leadership following promotion on Nov 1, 2024 |
| First Advantage | Chief Operating Officer – International | 2021–2024 | Oversaw APAC, India, and EMEA operations |
| Dataflow Group | Chairman & CEO | — | Led a background screening firm focused on high‑risk, internationally mobile professionals |
| IntegraScreen | Chief Operating Officer | — | Senior operating role at screening provider |
| South China Morning Post | Journalist | — | Editorial/analytical experience in Asia |
| Canadian Army | Officer | — | Leadership and operations background |
External Roles
No public-company board directorships or committee roles for Mr. Nairne were disclosed in the 2025 proxy .
Fixed Compensation
| Item | 2024 value |
|---|---|
| 2024 base salary earned ($) | 354,521 |
| Base salary increase (effective date) | Increased to $500,000 effective Nov 1, 2024 |
| Target annual bonus (MICP) % of base | 50% |
| 2024 MICP target ($) | 185,423 |
| 2024 MICP paid ($) | 92,710 |
| One-time transaction bonus (Sterling acquisition) ($) | 100,000 (Nov 2024) |
| All other compensation ($) | 64,000 (housing $56,000; education up to $12,000; car $8,000; amounts shown reflect allowances) |
Notes:
- Mr. Nairne’s compensation is paid in HKD and converted to USD for proxy disclosure .
Performance Compensation
Annual Incentive (MICP)
| Metric | Weighting | Target/payout calibration | 2024 payout vs target |
|---|---|---|---|
| Adjusted EBITDA | 50% | Committee assessed performance vs internal targets | Approx. 40%–50% of target after considering financials and individual performance |
| Revenue | 50% | Committee assessed performance vs internal targets | Approx. 40%–50% of target after considering financials and individual performance |
2024 Equity Awards (time-based vesting; 25% per year for 4 years)
| Grant date | Award type | Shares/Options | Exercise price ($/sh) | Grant-date fair value ($) | Vesting/term |
|---|---|---|---|---|---|
| Mar 4, 2024 | RSUs | 2,971 | — | 46,972 | 25% annually over 4 years from Mar 4, 2024 |
| Mar 4, 2024 | Nonqualified stock options | 5,741 | 15.81 | 38,809 | 25% annually over 4 years from Mar 4, 2024; 10-year term |
| Nov 14, 2024 | RSUs | 27,304 | — | 487,376 | 25% annually over 4 years from Nov 1, 2024 |
| Nov 14, 2024 | Nonqualified stock options | 58,412 | 17.85 | 453,277 | 25% annually over 4 years from Nov 1, 2024; 10-year term |
Additional equity design features:
- 100% of 2024 NEO stock options and RSUs were time-based (no performance-based equity disclosed for 2024) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 24, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 73,124 |
| Included vested options (within total) | 49,209 |
| Vests within 60 days (from 4/24/2025) | 2,887 options and 716 RSUs |
| Hedging/pledging policy | Hedging prohibited; pledging or margin requires pre‑clearance from Chief Legal Officer |
Option Exercises and RSU Vesting in 2024
| Item | Shares | Value realized ($) |
|---|---|---|
| Options exercised | — | — |
| Stock awards vested | 7,715 | 150,943 |
Outstanding Equity Awards (as of Dec 31, 2024)
Options
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| Dec 21, 2021 | 42,000 | 28,000 | 16.02 | 12/21/2031 |
| May 11, 2023 | 2,887 | 8,662 | 11.12 | 5/11/2033 |
| Mar 4, 2024 | 0 | 5,741 | 15.81 | 3/4/2034 |
| Nov 14, 2024 | 0 | 58,412 | 17.85 | 11/14/2034 |
RSUs
| Grant date | Unvested RSUs (#) | Market value at 12/31/2024 ($) |
|---|---|---|
| Dec 21, 2021 | 116,823 | 2,188,095 |
| May 11, 2023 | 28,000 | 524,440 |
| Mar 4, 2024 | 8,662 | 162,239 |
| Nov 14, 2024 | 5,741 | 107,529 |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Letter dated Oct 4, 2021; initial 1-year term, extended to indefinite in 2022 |
| Current role | Global COO since Nov 1, 2024 |
| Base salary | Initial $325,000; increased to $500,000 in 2024 (with annual review) |
| Target bonus | Eligible for MICP at 50% of base salary |
| Allowances | Housing $56,000/yr; education $12,000/yr; car $8,000/yr |
| Termination | Either party may terminate anytime with 60 days’ notice or immediately for cause |
| Severance | Not entitled to severance; if terminated without “good cause,” company may provide two months’ wages in lieu of notice |
| Restrictive covenants | Confidentiality and trade secret non-use perpetual; non‑compete 3 months (6 months if owning ≥25% of a competitive company or where duties could require disclosure); non‑solicit/no hire 6 months post‑termination |
| Change in control | No enhanced severance; see table below |
| 2025 amendment | First Amendment to Employment Agreement dated Aug 6, 2025 filed as exhibit; terms not summarized in proxy/10-Q narrative |
Summary of potential payments on termination (as of Dec 31, 2024)
| Scenario | Cash severance ($) | Accelerated options ($) | Accelerated restricted stock/RSUs ($) | Total ($) |
|---|---|---|---|---|
| Without Cause/For Good Reason (no CIC) | 83,333 | 209,964 | 869,484 | 1,162,781 |
| Without Cause/For Good Reason (in connection with a CIC) | 83,333 | — | — | 83,333 |
| Death or Disability | — | 76,951 | 286,269 | 363,220 |
Investment Implications
- Incentive alignment: Nairne’s variable cash bonus is tied to Adjusted EBITDA and revenue (50% weight each), with 2024 payouts at roughly 40–50% of target, indicating below-target outcomes and a pay-for-performance linkage in cash incentives . However, 100% of 2024 equity for NEOs was time-based (no PSUs/relative TSR), which reduces explicit performance linkages in long-term awards, tilting alignment toward retention/stock price appreciation rather than multi-factor performance .
- Vesting and selling pressure: 2024 awards vest 25% annually over four years (from Mar 4, 2024 and Nov 1, 2024), creating predictable annual vesting events that can add incremental selling pressure; Nairne had 7,715 RSUs vest in 2024 and no option exercises, suggesting limited realized selling in the year .
- Ownership and retention: Beneficial ownership includes 49,209 vested options and near-dated vesting of 2,887 options and 716 RSUs within 60 days of April 24, 2025, reinforcing continued equity attachment; hedging is prohibited and pledging requires pre-clearance, supporting alignment with shareholders .
- Retention risk: Severance is minimal (two months’ wages in lieu of notice) and the non-compete period is relatively short (3 months; 6 months in specified cases), increasing potential retention risk versus market norms that often feature 6–12 months’ severance at similar levels .
- One-time incentives: A $100,000 transaction bonus tied to the Sterling acquisition integration suggests targeted retention through integration, but it is non-recurring and does not change ongoing incentive structures .
Company performance context for 2024: Revenue $860,205k and net income $(110,273)k; TSR since IPO base stood at $105.58 in 2024, informing cash bonus calibration and potential equity value outcomes for time-based grants .