Scott Staples
About Scott Staples
Scott Staples, 59, is Chief Executive Officer of First Advantage and a Class I director, serving since April 2017. He co-founded Mindtree Ltd. and led as President Americas & Global Head of Business Groups for 17 years; earlier roles include Cambridge Technology Partners, Gemini Consulting, and Prudential. He holds a B.A. from the University of Delaware and an MBA from Fairleigh Dickinson University . Company performance under his tenure includes completion of the Sterling Check acquisition on Oct 31, 2024 , 2024 revenues of $860.2M and net income of -$110.3M, with cumulative TSR since IPO at $105.58 vs peer group $92.45 in 2024 (IPO base $100 on Jun 23, 2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mindtree Ltd. | Co-founder; President Americas & Global Head of Business Groups | 17 | Built and led digital/IT services growth in Americas; scaled business groups |
| Cambridge Technology Partners; Gemini Consulting; Prudential | Various roles | 10 | Early consulting and financial services experience underpinning operating expertise |
External Roles
No public company directorships or external board roles are disclosed for Staples in FA’s proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 616,667 (raised to $700,000 effective Nov 1, 2024) |
| Target MICP Bonus ($) | 400,000 | 420,833 (prorated on 2024 salary change) |
| Actual MICP Paid ($) | 100,000 | 210,420 |
| One-time Transaction Bonus ($) | — | 450,000 (post Sterling completion) |
Performance Compensation
Annual Incentive (MICP)
| Metric | Weighting | 2023 Payout | 2024 Payout | Notes |
|---|---|---|---|---|
| Adjusted EBITDA vs internal target | 50% | ~25% of target (Staples $100k on $400k) | ~50% of target (Staples $210.4k on $420.8k) | Two metrics equally weighted; committee discretion applies |
| Revenue vs internal target | 50% | ~25% of target | ~50% of target | Targets not disclosed |
Equity Awards (2024)
| Grant Date | Type | Shares/Options | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Nov 14, 2024 | RSUs | 81,912 | — | — | 25% annually over 4 years from Nov 14, 2024 |
| Nov 14, 2024 | Nonqualified Options | 175,234 | 17.85 | Nov 14, 2034 | 25% annually over 4 years from Nov 14, 2024 |
Vesting schedule implications: RSUs vest ~20,478 shares each Nov 14 in 2025–2028; options vest ~43,809 options each Nov 14 in 2025–2028, subject to continued employment .
Historical Equity Position (selected)
| Award | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Unvested Stock/RSUs (#) | Strike/Notes |
|---|---|---|---|---|---|
| Stock Options | Jun 22, 2021 | 1,247,514 | 898,490 | — | $13.50 strike; adjusted for $1.50 special dividend anti-dilution |
| Restricted Stock | Feb 9, 2020 | — | — | 138,428 | Time-based vesting schedule |
Performance award vesting modification (May 10, 2023): Unvested performance options/awards across executives were amended to add time-based vesting on years 4–6 while preserving Realization Event and MOM Percentage mechanics; adopted for retention (committee rationale) . This is a structural change impacting award risk profiles .
Equity Ownership & Alignment
| Holding | Amount | % Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Staples) | 5,457,947 shares | 3.1% | Includes 911,801 unvested restricted stock and 1,247,514 vested options |
| Shares Outstanding (Record Date 2025) | 173,642,659 | — | For % calc context |
| Policy on Hedging/Pledging | — | — | Hedging prohibited; pledging requires pre-clearance; short sales/options prohibited |
Ownership guidelines not disclosed for executives; director ownership and grants are disclosed separately (CEO receives no director pay) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment letter dated Mar 1, 2017; at-will |
| Role | CEO since Apr 2017; Class I director |
| Base Salary | Initially $450,000; $600,000 in 2021; increased to $700,000 effective Nov 1, 2024 |
| Target Bonus | $350,000 for 2018+; increased to $400,000 in 2021; increased to $525,000 in 2024 |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: base salary continuation up to 12 months (lesser of 12 months or until half-time service elsewhere) |
| CIC treatment | Summary table shows cash severance $600,000; no incremental equity acceleration assumed in the CIC scenario calculation (see equity acceleration table) |
| Restrictive Covenants | Confidentiality/trade secrets (perpetual), non-compete 12 months (equity agreements extend to 24 months), non-solicit 12–24 months, mutual non-disparagement |
| Clawback | Incentive Compensation Clawback Policy adopted Oct 2023 (SEC/Nasdaq compliant) |
Potential payments on termination (illustrative as of Dec 31, 2024):
- Without Cause/Good Reason, no CIC: Cash $600,000; option acceleration $154,203; RSU/restricted stock acceleration $1,534,212; total $2,288,415 .
- CIC scenario: Cash $600,000; equity acceleration entries show zero under assumptions used for the table .
- Death/Disability: Option acceleration $38,551; RSU/restricted stock $383,553; total $422,104 .
Board Governance
- Board service: Class I director; nominated for 3-year term expiring at 2028 annual meeting .
- Independence: Board determined all directors except Staples are independent under Nasdaq rules .
- Leadership structure: Chairperson is Joseph Osnoss; roles of Chair and CEO are separated .
- Committees (Staples is not listed as a member): Audit—Bell (Chair), Price, Sim; Compensation—Rudella (Chair), Bell, Price, Stoica; Nominating & Governance—Sim (Chair), Clark, Osnoss .
- Controlled company: FA qualifies as a “controlled company” (Silver Lake majority voting power) but is not relying on governance exemptions .
- Executive sessions: Non-management directors meet regularly; Osnoss presides .
- Director compensation: CEO receives no additional compensation for director service .
Director Compensation (for context; CEO receives none)
| Director | Cash Retainer ($) | Equity RSUs ($) | Total ($) |
|---|---|---|---|
| Susan R. Bell | 77,500 | 174,701 | 252,201 |
| James L. Clark | 55,000 | 174,701 | 229,701 |
| Bridgett R. Price | 65,000 | 174,701 | 239,701 |
| Judith Sim | 70,000 | 174,701 | 244,701 |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 38,633,862 | (13,962,498) | 11,156,971 | 3,540,164 |
| Average Compensation Actually Paid to non-PEO NEOs ($) | 10,778,584 | (937,668) | 2,487,961 | 1,969,736 |
| FA TSR (Value of $100) | 96.65 | 65.99 | 93.79 | 105.58 |
| Peer TSR (Value of $100) | 100.56 | 79.55 | 91.56 | 92.45 |
| Net Income ($000) | 16,051 | 64,604 | 37,293 | (110,273) |
| Revenues ($000) | 712,295 | 810,023 | 763,761 | 860,205 |
Context:
- Sterling acquisition closed Oct 31, 2024; integration and transaction costs influenced GAAP net income .
- FA reported high customer retention (~96%) and expanded capabilities via Sterling (identity verification, analytics) .
- Debt increased to $2,185.0M as of Dec 31, 2024 tied to acquisition financing, elevating leverage .
Compensation Mix (Summary)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 600,000 | 153,048 | — | — | 4,575 | 757,623 |
| 2023 | 600,000 | 100,000 | — | — | 4,996 | 704,996 |
| 2024 | 616,667 | 660,420 (incl. $450k transaction bonus) | 1,462,129 | 1,359,816 | 5,218 | 4,104,249 |
Observations: 2024 shows a shift toward equity plus one-time cash tied to M&A, with re-initiation of RSU/option grants; 2023 had no grants for Staples per summary table , with a broad performance award vesting modification implemented across executives .
Vesting Schedules and Insider Selling Pressure
- 2024 RSUs: 81,912 vest evenly over 4 years (~20,478/year), potentially contributing to periodic sellable share availability; subject to tax withholding and trading windows .
- 2024 Options: 175,234 vest evenly over 4 years (~43,809/year) at $17.85 strike (2034 expiry); selling pressure depends on price performance vs strike .
- Trading policy: Pre-clearance required; hedging/shorting prohibited; pledging requires approval—reduces risk of forced sales/hedging strategies .
Compensation Peer Group (Benchmarking)
- 2024 peer group included ACI Worldwide, Alarm.com, Blackline, Box, Calix, Dayforce, Commvault, Coursera, CSG Systems, Dun & Bradstreet, Pegasystems, SPS Commerce, Verra Mobility, Vertex .
- 2023 peer group similar, with prior inclusion of HireRight, Instructure, and Sterling reflecting status pre-delisting or acquisition .
Related Party & Governance Considerations
- Silver Lake stockholders’ agreement provides nomination rights and certain governance approvals; FA is a controlled company but reports not using exemptions .
- Independence: All directors except Staples are independent; executive sessions held; chair independent from CEO .
Employment & Contract Economics (Change-of-Control)
- Equity acceleration terms vary by award type and period; time-based awards vest on termination in CIC windows for most executives; performance awards retain modified mechanics; Staples’ illustrative CIC cash severance is $600k per Dec 31, 2024 table .
Risk Indicators & Red Flags
- Performance award vesting modification (May 2023) eased vesting via time-based components—retention rationale, but reduces strict performance contingency (monitor dilution and alignment) .
- Controlled company structure (Silver Lake) with governance rights; potential minority shareholder governance risk .
- Elevated leverage post-Sterling ($2.185B total debt) increases fixed obligations and potential constraints on capital allocation .
- One-time transaction bonuses post-acquisition (including $450k to Staples) may influence pay-for-M&A incentives; continued scrutiny warranted .
Investment Implications
- Alignment: Staples’ 3.1% beneficial ownership and substantial vested/unvested equity strongly tie outcomes to equity value; hedging/pledging limits support alignment .
- Retention risk: Low near term given fresh 2024 grants with 4-year vesting and severance protections; watch integration milestones for performance-linked awards under modified vesting .
- Trading signals: Upcoming annual vesting tranches (Nov) can create periodic supply; option exercise dynamics depend on share price vs $17.85/$13.50 strikes .
- Governance: Separated Chair/CEO roles and independent committees mitigate dual-role concerns, though controlled company status persists; continued say-on-pay feedback cycles (annual) help monitor pay alignment .
- Macro/financial: Integration execution and debt service post-Sterling are central; 2024 revenue growth vs negative net income reflects acquisition timing/costs—monitor adjusted metrics (MICP uses revenue/Adj. EBITDA) for future payouts .