John Rudella
About John Rudella
John Rudella, 54, has served as an independent Class III director of First Advantage Corporation since January 2020, with a current term expiring at the 2027 annual meeting . He is a Director at Silver Lake (joined 2014) and previously served as a U.S. Navy SEAL in multiple leadership and technology development roles; he holds a B.S. in Aeronautical Engineering (U.S. Naval Academy) and an M.S. from the Industrial College of the Armed Forces .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | SEAL officer (leadership, technology development) | Not disclosed | Operational leadership and technology initiatives |
| Silver Lake | Director | 2014–present | Private equity investing; strategy and governance experience |
| Ancestry.com | Director (prior) | Not disclosed | Board service experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entrata | Director | Current | Not disclosed |
| EverCommerce | Director | Current | Not disclosed |
| The Station Foundation | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Susan R. Bell, Bridgett R. Price, and Bianca Stoica (all determined independent for compensation committee standards) .
- Independence: The Board affirmatively determined all directors except the CEO (Scott Staples) are independent under Nasdaq rules; Rudella is independent per these determinations .
- Board structure: Controlled company status (Silver Lake controls majority voting power), though FA states it is not relying on Nasdaq governance exemptions; executive sessions are regularly held and presided over by Chairperson Joseph Osnoss .
- Meetings and attendance: In FY2024, the Board met 5 times; each committee met 4 times; all directors attended ≥75% of meetings during their service period .
- Committee charters and governance guidelines are published; Compensation Committee oversight includes CEO and executive compensation, incentive/equity plan administration, and non-employee director pay recommendations .
Compensation Committee Analysis
- Members: John Rudella (Chair), Susan R. Bell, Bridgett R. Price, Bianca Stoica; none served as FA executives in FY2024 .
- Consultant: Pearl Meyer retained by the Compensation Committee; the committee reports no consultant conflicts of interest; Pearl Meyer advised on peer groups and compensation trends .
- Peer group: 2024 peer group includes technology/software/IT services names (e.g., ACI Worldwide, Box, SPS Commerce, Verra Mobility, Vertex), intended to align target cash and equity levels with market practices .
- Committee composition changes: Not disclosed for 2024; Silver Lake nomination rights persist via the stockholders’ agreement .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual director cash retainer | $0 | Silver Lake employees serving as FA directors (Osnoss, Rudella, Stoica) do not receive director fees from FA . |
| Committee chair fee | $0 | No cash fees paid by FA to Silver Lake employees . |
| Committee member fee | $0 | No cash fees paid by FA to Silver Lake employees . |
| Meeting fees | None disclosed | FA policy does not list meeting fees; non-Silver Lake NEDs receive retainers/RSUs only . |
| Equity grants (RSUs) | $0 | FA does not grant RSUs to Silver Lake employees serving as FA directors . |
Performance Compensation
| Performance-Based Element | Metric(s) | Structure/Outcome |
|---|---|---|
| Director performance-based pay | None disclosed | FA’s director pay program provides fixed retainers and time-based RSUs only; Silver Lake employees receive neither . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Context |
|---|---|---|---|
| Entrata | Not disclosed | Director | Not disclosed in FA proxy . |
| EverCommerce | Public | Director | Silver Lake-affiliated director; Silver Lake also holds significant control at FA, creating network interlocks; no specific transaction link disclosed . |
| The Station Foundation | Non-profit | Director | Not disclosed . |
| Ancestry.com (prior) | Private/public (historical) | Director | Prior service; no current FA transaction disclosed . |
Expertise & Qualifications
- Private equity governance and strategic oversight from Silver Lake role; experience across technology investing .
- Operational leadership and technical background from U.S. Navy SEAL service, including technology development .
- Educational credentials in aeronautical engineering and national strategy/industrial studies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| John Rudella | 15,224 | <1% | Silver Lake employee; no FA director RSUs; figure as of April 24, 2025 . |
| Entities affiliated with Silver Lake | 89,557,840 | 51.6% | Silver Lake controls majority voting power; stockholders’ agreement confers nomination and governance rights . |
Policy signals:
- Hedging/pledging prohibited without pre-clearance; directors barred from short sales, derivatives hedging; margin/pledging requires CLO approval .
Governance Assessment
- Strengths: Independent status affirmed by Board; chairs a fully independent Compensation Committee with established charter; use of an independent consultant (Pearl Meyer) with no reported conflicts; formal clawback policy adopted in 2023; robust trading policy deters hedging/pledging .
- Alignment: Rudella does not receive FA director cash or RSU compensation, reducing direct pay-related conflicts; equity alignment primarily via personal holdings (15,224 shares) and Silver Lake’s majority stake, which can align with long-term value creation but may prioritize control-holder preferences .
- RED FLAGS: Controlled company status with Silver Lake majority ownership; stockholders’ agreement grants Silver Lake broad governance rights (e.g., change of control approvals, >$100M debt/JV approvals, CEO appointment/termination), and ongoing nomination rights—Rudella is one of three Silver Lake-affiliated directors (with Osnoss and Stoica) and chairs the Compensation Committee, indicating potential influence concentration and interlocks that warrant monitoring for minority shareholder protections .
- Attendance/engagement: Board and committees met regularly; all directors met ≥75% attendance, supporting baseline engagement; individual director meeting attendance is not disclosed .
- Related party transactions: No director-specific related-party transactions disclosed beyond the stockholders’ agreement; FA maintains a formal policy for reviewing/approving related-party transactions via the Audit Committee/independent directors .
- Say-on-Pay: Annual advisory vote practice; 2025 say-on-pay recommended “FOR”; historical approval percentages not disclosed in the proxy excerpt .