Joseph Osnoss
About Joseph Osnoss
Joseph Osnoss, age 47, has served on First Advantage’s Board since January 2020 and has been the Board Chairperson since 2020; the Board has affirmed his independence under Nasdaq rules despite Silver Lake’s control of FA’s voting power . He is a Managing Partner of Silver Lake (joined 2002; oversaw EMEA activity from 2010–2014) and previously worked in investment banking at Goldman Sachs . He graduated summa cum laude from Harvard College with an A.B. in Applied Mathematics, with a citation in French Language, and remains active in academic advisory roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Managing Partner; oversaw EMEA activities | Joined 2002; EMEA oversight 2010–2014 | Senior leadership shaping global investing strategy |
| Goldman, Sachs & Co. | Investment Banking | Prior to 2002 | Foundational finance and capital markets experience |
| Cast & Crew | Chairman of the Board | Previously | Governance oversight at media/payroll services firm |
| Cornerstone OnDemand; Instinet; Interactive Data; Mercury Payment Systems; Sabre Corporation; Virtu Financial | Director | Previously | Governance and strategy across software, fintech, market data, travel tech, market-making |
External Roles
| Company | Role | Committees |
|---|---|---|
| EverCommerce | Director | Compensation Committee |
| Global Blue | Director | Nomination and Compensation Committee |
| Global Payments | Director | Not specified in proxy |
| Zuora | Director | Not specified in proxy |
| Carta | Director | Not specified in proxy |
| Cegid | Director | Not specified in proxy |
| Clubessential Holdings | Director | Not specified in proxy |
| LightBox | Director | Not specified in proxy |
Board Governance
- Board Chairperson since 2020; presides over executive sessions of non-management directors, enhancing independent oversight and board effectiveness .
- Committee memberships: Nominating & Corporate Governance Committee member (Committee chaired by Judith Sim; members include James L. Clark and Joseph Osnoss) .
- Independence: Board determined all directors other than CEO Scott Staples are independent under Nasdaq rules; includes Osnoss .
- Attendance and engagement: In 2024 the Board met 5 times; Audit, Compensation, and Nominating & Governance each met 4 times; all directors attended at least 75% of applicable meetings; 5 of 8 directors attended the 2024 annual meeting .
- Controlled company status: FA qualifies as a “controlled company” because Silver Lake controls a majority of voting power; FA is not currently relying on controlled-company governance exemptions .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Director cash retainer (Osnoss) | $0 | Osnoss is a Silver Lake employee; Silver Lake employees do not receive director compensation from FA . |
| Committee fees (Osnoss) | $0 | Committee retainers apply only to non-Silver Lake directors . |
| Equity grants (Osnoss) | $0 | Annual RSUs (~$175,000, one-year vest) are granted only to non-Silver Lake directors . |
| Policy benchmarks (non-Silver Lake directors) | Cash: $50,000; Audit Chair $20k/member $10k; Compensation Chair $15k/member $7.5k; Nominating Chair $10k/member $5k; RSUs ~$175k annually (1-year vest) | For governance context; does not apply to Osnoss as a Silver Lake employee . |
Performance Compensation
- No performance-based compensation is disclosed for directors; non-Silver Lake directors receive time-based RSUs, and Silver Lake employees (including Osnoss) receive no director equity grants from FA .
Other Directorships & Interlocks
- Silver Lake-controlled governance: Silver Lake holds 51.6% of FA and has proportional nomination rights; FA currently has three Silver Lake employees as directors (Stoica—Class II, Osnoss—Class III, Rudella—Class III) pursuant to the stockholders’ agreement .
- Stockholders’ agreement governance rights: As long as Silver Lake maintains ≥25% ownership, it holds approval rights over change of control, large JVs (> $100M), debt incurrence (> $100M), Board size changes, CEO appointment/termination, and material changes in business nature, creating potential interlock and influence risks .
Expertise & Qualifications
- Extensive private equity investing experience with domestic and international scope; broad boardroom experience across technology, payments, and software sectors .
- Academic credentials and ongoing academic advisory involvement (Harvard SEAS Dean’s cabinet; LSE visiting professor; University of Chicago Polsky Center Private Equity Council), signaling strong strategic and analytical capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Joseph Osnoss | 115,936 | * (<1%) | As reported in FA’s beneficial ownership table . |
| Entities affiliated with Silver Lake | 89,557,840 | 51.6% | Silver Lake is FA’s controlling stockholder; Osnoss is a Managing Partner/Managing Member of Silver Lake . |
Alignment policies: FA prohibits hedging and short-selling of FA securities and restricts pledging/margin purchases absent CLO pre-clearance; directors must consult the CLO before trading and are encouraged to use Rule 10b5-1 plans, supporting alignment and compliance .
Governance Assessment
- Strengths
- Independent designation and leadership as Board Chair presiding over executive sessions enhance oversight quality and foster candid non-management deliberations .
- Engagement signals: active committee service (Nominating & Corporate Governance), and Board-wide attendance thresholds met in 2024 .
- No FA-paid director compensation as a Silver Lake employee mitigates direct pay-for-influence concerns at FA .
- Risks and potential conflicts
- Controlled company dynamics: Silver Lake’s 51.6% ownership and extensive governance rights (including CEO appointment/termination and major transactions) present structural influence risks; Osnoss’s Silver Lake leadership amplifies perceived conflicts despite independence designation .
- Board composition: Three Silver Lake-affiliated directors (including Osnoss) via nomination rights concentrate influence; vigilance on committee independence and processes is warranted .
- Net takeaways for investors
- Osnoss’s capital allocation and tech/payments acumen are positives for strategy. The controlled-company framework and Silver Lake rights are red flags for minority investor influence; investors should monitor committee deliberations, related-party policy enforcement, and board refreshment/independence assertions for continued confidence .