Judith Sim
About Judith Sim
Judith Sim, age 56, has served as an independent director of First Advantage Corporation since June 2021. She spent nearly three decades at Oracle, including as Chief Marketing Officer from 2005 to April 2020, and holds a B.S. in dietetics from the University of California, Davis; her core credentials center on go‑to‑market leadership, corporate communications, global customer programs, and brand strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | Chief Marketing Officer | 2005–Apr 2020 | Led field marketing, corporate communications, global customer programs, advertising, campaigns, events, corporate branding; significant executive leadership experience |
| Oracle Corporation | Various customer-related and marketing positions | 1991–2005 | Built go-to-market capabilities across geographies and programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortinet, Inc. | Director | Since 2015 | Chair of Human Resources Committee; member of Corporate Governance and ESG Committees |
| San Francisco Chamber of Commerce | Director | 2015–2020 | Community and business advocacy board service |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee Chair; not on Compensation Committee .
- Independence: Board affirmatively determined all directors other than CEO Scott Staples are independent under Nasdaq rules; Sim qualifies as independent .
- Attendance and engagement: In 2024 the Board met 5 times; Audit, Compensation, and Nominating & Corporate Governance each met 4 times; all directors attended at least 75% of meetings; five of eight attended the 2024 Annual Meeting .
- Controlled company context: FA is a Nasdaq “controlled company” because Silver Lake holds majority voting power; FA states it is not relying on governance exemptions, but Silver Lake retains nomination and certain approval rights under the stockholders’ agreement—an oversight consideration for board independence and effectiveness .
| Committee | Sim’s Role | Key Responsibilities |
|---|---|---|
| Audit | Member | Oversees financial reporting, ICFR, auditor selection/independence, compliance, internal audit, and cybersecurity/data privacy programs |
| Nominating & Corporate Governance | Chair | Director identification, board/management evaluations, governance guidelines, committee composition, and ESG strategy oversight |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director cash retainer per policy for those not employed by Silver Lake |
| Audit Committee member fee | $10,000 | Additional annual cash retainer for Audit Committee members |
| Nominating & Corporate Governance Committee chair fee | $10,000 | Additional annual cash retainer for Nominating & Corporate Governance Committee chair |
| 2024 cash fees earned | $70,000 | Fees earned by Sim in 2024 |
Performance Compensation
| Equity Award | Grant Value (USD) | Units | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | $174,701 | Not disclosed | Policy grants RSUs valued ~$175,000 with one-year vesting; Sim received $174,701 in 2024 |
| RSUs outstanding at 12/31/2024 | N/A | 10,672 | Scheduled to vest June 7, 2025 (time‑based) |
| Performance Metric | Structure | Weight/Target | Outcome |
|---|---|---|---|
| Director equity metrics | None (time-based vesting only) | N/A | RSUs vest solely on continued service; no performance metrics tied to director compensation |
No option awards, bonus metrics, or performance scorecards apply to directors under FA’s policy; director equity is time‑vested RSUs, aligning compensation with shareholder value while maintaining independence from management performance plans .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|---|
| Fortinet, Inc. | Cybersecurity | Director | Chair, Human Resources; Member, Corporate Governance & ESG | None disclosed with FA’s customers/suppliers; standard cross‑board service; monitor for compensation consultant overlaps or vendor relationships (none disclosed) |
| San Francisco Chamber of Commerce | Non‑profit | Director (former) | N/A | Not applicable |
- Silver Lake influence: Three FA directors are Silver Lake employees; Silver Lake has nomination and specified approval rights—an ecosystem interlock affecting board power dynamics though not a Sim‑specific conflict .
Expertise & Qualifications
- Go‑to‑market leadership and global customer programs with senior executive tenure as Oracle CMO, including advertising, campaigns, events, and branding .
- Public-company board experience and committee leadership at Fortinet (HR chair; governance/ESG member), indicating compensation and governance acumen .
- Education: B.S. in dietetics, UC Davis .
- Board independence and governance leadership: Chairs FA’s Nominating & Corporate Governance Committee; member of Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Judith Sim | 50,630 | <1% | Includes 10,672 RSUs vesting within 60 days of Apr 24, 2025 |
- RSUs outstanding: 10,672 vesting June 7, 2025 .
- Hedging/pledging: Company policy prohibits hedging/short sales; pledging/margin purchases require pre‑clearance by CLO, mitigating misalignment risk .
- Pledging disclosures: No pledging or related‑party transactions disclosed for Sim in the 2025 proxy .
Governance Assessment
-
Positives
- Independent director; chairs Nominating & Corporate Governance and serves on Audit—strong governance footprint; board determined independence under Nasdaq rules .
- Solid attendance culture: Board and committees met frequently in 2024 with all directors at least 75% attendance; indicates engagement .
- Compensation alignment: Balanced cash retainer plus time‑vested RSUs (no tax gross‑ups at FA generally), aligning pay with shareholder value and avoiding complex incentives for directors .
- Anti‑hedging and pledging controls; 10b5‑1 planning encouraged, reducing trading‑related red flags .
-
Potential RED FLAGS and monitoring points
- Controlled company risk: Silver Lake’s majority voting power and governance rights (including approval over major transactions and CEO appointment/termination) can concentrate influence; while FA states it is not relying on exemptions, oversight quality depends on independent directors’ effectiveness .
- Interlock environment: Presence of multiple Silver Lake directors heightens oversight focus on independence; ensure Sim’s committee leadership maintains robust nomination/governance processes .
- Say‑on‑pay and shareholder feedback: 2025 proxy requests an advisory vote; frequency set to annual since 2023; continue monitoring say‑on‑pay outcomes and investor engagement disclosures for signals (percent approval not disclosed here) .
Director Compensation (Detail)
| Year | Cash Fees (USD) | Equity (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $70,000 | $174,701 | $244,701 |
Insider Trades
| Date | Form | Transaction Type | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | — | — | Proxy includes beneficial ownership but no Form 4 transaction details; see SEC filings for Form 4 data |
Related Parties and Conflicts
- Related‑party policy: Transactions >$120,000 require Audit Committee or disinterested director review; no Sim‑specific related‑party transactions disclosed .
- Stockholders’ agreement: Silver Lake nomination and approval rights persist subject to ownership thresholds; monitor for any conflict vectors in board decisions (not a Sim‑specific transaction) .
Committee Structure and Consultant Independence
- Compensation Committee uses Pearl Meyer as independent consultant; committee members were independent; no compensation committee interlocks or insider participation reported in 2024 .
Attendance Summary (FY2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board | 5 | All directors ≥75% attendance |
| Audit | 4 | All directors ≥75% attendance |
| Compensation | 4 | All directors ≥75% attendance |
| Nominating & Corporate Governance | 4 | All directors ≥75% attendance |
Overall investor confidence signal: Sim’s independent status, committee leadership, straightforward director pay, and adherence to anti‑hedging/pledging policy are positives; governance risk centers on FA’s controlled company structure and Silver Lake rights, increasing the importance of Sim’s role as Nominating & Governance Chair to safeguard board effectiveness .