James Clark
About James L. Clark
James L. Clark (age 63) has served as an independent director of First Advantage Corporation since June 2021. He is President and Chief Executive Officer of the Boys & Girls Clubs of America (BGCA) since 2012, and previously led the Boys & Girls Clubs of Greater Milwaukee; he began his career at the Milwaukee Journal Sentinel, advancing to Senior Vice President over a 24-year tenure. Clark holds a Business Administration degree from the University of Wisconsin–Milwaukee and has prior public-company board experience at Boxlight Corporation, including governance committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milwaukee Journal Sentinel | Senior leadership roles in distribution, marketing, customer service; advanced to Senior Vice President | Began 1979; departed after 24 years | Operational leadership across distribution, marketing, and customer service |
| Boys & Girls Clubs of Greater Milwaukee | President & CEO | From 2004 | Led local BGCGM; board member prior to executive role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boys & Girls Clubs of America | President & CEO | Since 2012 | National leadership of BGCA |
| Boxlight Corporation | Director | Prior service | Governance committee member |
Board Governance
- Independence: Board determined all directors and nominees other than the CEO (Scott Staples) are independent under Nasdaq rules; Clark is independent .
- Board structure: Classified board; Clark is a Class II director with term expiring at the 2026 annual meeting .
- Committee assignments:
- Nominating & Corporate Governance Committee: Member (Chair: Judith Sim) .
- Audit Committee: Not a member (members: Susan R. Bell—Chair; Bridgett R. Price; Judith Sim) .
- Compensation Committee: Not a member (members: John Rudella—Chair; Susan R. Bell; Bridgett R. Price; Bianca Stoica) .
- Attendance: In 2024, the Board met five times; all directors attended at least 75% of Board and applicable committee meetings; five of eight directors attended the 2024 annual meeting .
- Executive sessions: Non-management director sessions held regularly; at least once annually independent directors meet privately; sessions presided by Chairperson Joseph Osnoss .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors not employed by Silver Lake receive $50,000 cash retainer |
| Committee membership fees | $5,000 | Nominating & Corporate Governance Committee member fee ($5,000 annual) |
| Committee chair fees | $0 | Not a chair; chair fees are $10,000 (Nom/Gov), $15,000 (Comp), $20,000 (Audit) |
| Meeting fees | Not disclosed | No separate meeting fees disclosed |
| Total fees earned (cash) | $55,000 | As reported for Clark in 2024 |
Performance Compensation
| Equity Instrument | Grant Value (2024) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual non-employee director award) | $174,701 | Not disclosed (value basis) | One-year vesting for annual grants | 2024 director equity award value for Clark |
| RSUs outstanding | — | 10,672 | Scheduled to vest June 7, 2025 | RSUs outstanding as of 12/31/2024; vesting timetable disclosed |
Performance metrics tied to director compensation: None disclosed; director RSUs are time-based (no performance conditions) .
Other Directorships & Interlocks
| Company | Role | Committee/Function | Status |
|---|---|---|---|
| Boxlight Corporation | Director | Governance Committee | Prior service (no current FA-disclosed public board roles beyond FA) |
No shared directorships with key FA competitors/suppliers/customers or related-party interlocks are disclosed in the proxy for Clark .
Expertise & Qualifications
- Public company governance: Experience as a public company director; service on governance committee at Boxlight .
- Nonprofit executive leadership: National CEO of BGCA since 2012; prior CEO at BGCGM .
- Operations and customer functions: Senior roles in distribution, marketing, and customer service; advanced to SVP at Milwaukee Journal Sentinel .
- Education: Business Administration degree (University of Wisconsin–Milwaukee) .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting ≤60 Days | % of Outstanding |
|---|---|---|---|
| James L. Clark | 42,927 | 10,672 (vest by June 7, 2025) | <1% |
Policy alignment:
- Hedging/pledging: Company prohibits hedging and short transactions; pledging/margin requires preclearance from Chief Legal Officer; directors must consult before trading .
- No pledging by Clark is disclosed in the proxy .
Governance Assessment
- Board effectiveness: Clark strengthens independence and governance oversight as a member of the Nominating & Corporate Governance Committee, with consistent attendance (≥75% in 2024) supporting engagement .
- Alignment: Modest cash retainer with equity-based RSUs creates alignment with shareholders; RSUs are time-based and vest annually, typical for non-employee directors .
- Conflicts: No related-party transactions involving Clark are disclosed; independence affirmed by the Board .
- Controlled company context: Silver Lake controls a majority of voting power; FA qualifies as a “controlled company,” though it states it is not currently relying on governance exemptions—this structure concentrates governance rights (e.g., director nominations and approvals for certain major actions) and is a general board-level consideration rather than Clark-specific .
RED FLAGS
- Controlled company risks: Silver Lake’s majority ownership and governance rights (approval over change of control, >$100M JV/debt, CEO appointment/termination, board size changes) elevate potential influence risks; not specific to Clark but relevant to overall board dynamics .
- Hedging/pledging safeguards: Policy restrictions mitigate alignment concerns; no hedging/pledging activity by Clark is disclosed .
Notes on omissions:
- Director stock ownership guidelines and compliance status: Not disclosed in the proxy; omitted per instruction to skip items not disclosed .
- Insider trades (Form 4) table: Not disclosed in the proxy; omitted per instruction to skip items not disclosed .