Steven Marks
About Steven Marks
Steven Marks, age 39, is Executive Vice President and Chief Financial Officer of First Advantage Corporation (FA) since November 8, 2024; he previously served as Chief Accounting Officer since February 2022 and held accounting leadership roles at FA since joining in 2016. He began his career at PwC and later held accounting and financial reporting roles at Serta Simmons; he holds a B.S. and Master of Accounting from the University of Florida and is a licensed CPA . Company performance in 2024 included revenues of $860,205 thousand and net income of -$110,273 thousand, with cumulative TSR since the 2021 IPO implying $100 invested is worth $105.58 by year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Advantage | Chief Financial Officer & EVP | Nov 2024–present | Finance leadership post-Sterling acquisition |
| First Advantage | Chief Accounting Officer | Feb 2022–Nov 2024 | Led accounting function and controls |
| First Advantage | SVP, Accounting & Controller | 2016–Feb 2022 | Built accounting leadership since joining FA |
| Serta Simmons Bedding, LLC | Accounting and financial reporting roles | Not disclosed | Financial reporting experience |
| PricewaterhouseCoopers | Public accounting | Not disclosed | Audit and accounting foundation |
External Roles
No external public company board roles or committee positions disclosed for Steven Marks in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target MICP ($) | Actual MICP Paid ($) | Special Transaction Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 343,208 | 50% (increased from 20%) | 146,112 | 73,060 | 450,000 |
- Base salary rate increased effective Nov 8, 2024 to $450,000 .
- MICP payouts for 2024 were determined 50/50 on Adjusted EBITDA and revenue; payouts were approximately 40–50% of target; Marks’ payout was exactly half of his target (73,060 vs 146,112) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash (MICP) | Adjusted EBITDA | 50% | Internal target (not disclosed) | Paid ~50% of target for Marks (73,060 vs 146,112) | Cash paid post-audit in March |
| Annual cash (MICP) | Revenue | 50% | Internal target (not disclosed) | Paid ~50% of target for Marks (73,060 vs 146,112) | Cash paid post-audit in March |
| Equity (promotion grant) | RSUs (54,608) | n/a | n/a | Grant-date FV $874,753 | Vests 25% annually on each of first four anniversaries of Nov 8, 2024 |
| Equity (promotion grant) | Stock options (116,823, $17.85 strike) | n/a | n/a | Grant-date FV $906,546 | Vests 25% annually on each of first four anniversaries of Nov 8, 2024; 10-year term to 11/14/2034 |
| Equity (annual grant) | RSUs (8,913) | n/a | n/a | Grant-date FV $140,915 | Vests 25% annually on each of first four anniversaries of Feb 28, 2024 |
| Equity (annual grant) | Stock options (17,222, $15.81 strike) | n/a | n/a | Grant-date FV $116,421 | Vests 25% annually on each of first four anniversaries of Feb 28, 2024; 10-year term to 3/4/2034 |
- Adjusted EBITDA definition and use in compensation are disclosed in pay-versus-performance metrics .
Equity Ownership & Alignment
| Item | Detail | Notes |
|---|---|---|
| Total beneficial ownership | 178,347 shares; less than 1% of outstanding | <1% per proxy “” indicator; shares outstanding 173,642,659 at 4/8/2025 **[1210677_0000950170-25-058004_fa-20250424.htm:56]* |
| Vested options (exercisable) | 153,422 shares underlying vested options | Includes prior grants exercisable within 60 days |
| Unvested RSUs (selected) | 7,868 (3/4/24 grant); 17,222 (11/14/24 grant) | As of 12/31/24 outstanding and unvested |
| Unexercisable options (selected) | 17,222 (3/4/24, $15.81); 116,823 (11/14/24, $17.85) | 10-year expiration; time-based vesting 25% per year |
| 2024 vesting schedule (near-term) | 25% tranches on 2/28 each year (2025–2028) for 3/4/24 awards; 25% tranches on 11/8 each year (2025–2028) for 11/14/24 awards | Creates periodic vesting-related trading windows |
| Hedging/pledging policy | Hedging prohibited; short sales/options prohibited; pledging requires pre-clearance | Company securities trading policy; 10b5-1 plans encouraged |
| Option/stock activity in 2024 | No option exercises; 2,509 shares vested from stock awards (Marks) | Value realized on RSU vesting $42,252 |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Marks’ employment letter dated Apr 6, 2016; at-will; role progressed to CFO Nov 2024 |
| Base salary & bonus eligibility | Base increased to $450,000 in 2024; MICP target bonus increased to 50% in 2024 |
| Severance | No defined severance entitlement; none on termination without cause/good reason outside CIC; equity acceleration values modeled below |
| Restrictive covenants | Subject to confidentiality/trade secrets; non-compete and non-solicit under equity awards; equity award covenants mirror 24-month restrictions of U.S. NEOs under equity awards |
| Change-of-control equity treatment | If terminated without Cause within 12 months post-CIC: all unvested time-vesting awards vest; performance-vesting time condition satisfied at closing; additional rules if Investor Group fully exits and awards are assumed |
| Clawback policy | Incentive Compensation Clawback Policy adopted Oct 2023; also embedded in 2021 Equity Plan agreements |
Company Performance During Marks’ Executive Tenure
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenues ($ thousands) | 712,295 | 810,023 | 763,761 | 860,205 |
| Net Income ($ thousands) | 16,051 | 64,604 | 37,293 | (110,273) |
| Total Shareholder Return ($100 from 6/23/2021) | 96.65 | 65.99 | 93.79 | 105.58 |
Compensation Structure Notes and Peer Benchmarking
- Peer group used for 2024 benchmarking includes ACI Worldwide, Alarm.com, Blackline, Box, Calix, Dayforce, Commvault, Coursera, CSG Systems, Dun & Bradstreet, Pegasystems, SPS Commerce, Verra Mobility, Vertex; target cash compensation intended to be in line with peers .
- No tax gross-ups; no defined benefit pension or nonqualified deferred compensation plans; standard employee benefits apply .
Vesting Schedules and Insider Selling Pressure
- Upcoming vest dates: 25% tranches annually on Feb 28 (2025–2028) and Nov 8 (2025–2028) for Marks’ 2024 RSU/option grants; options expire in 2034 at strikes $15.81 and $17.85 .
- 2024 activity shows no option exercises by Marks; 2,509 RSUs vested with $42,252 value realized, indicating limited near-term selling pressure from exercises in 2024 .
- Company policy prohibits hedging and shorting; pledging requires preclearance; executives are encouraged to use Rule 10b5-1 plans, which can mitigate discretionary selling pressure .
Change-of-Control Economics
| Scenario (as of 12/31/2024) | Cash Severance ($) | Accelerated Options ($) | Accelerated Restricted Stock/RSUs ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause (no CIC) | — | 221,438 | 1,309,246 | 1,530,684 |
| Termination without Cause during CIC window | — | — | — | — |
| Death or Disability | — | 63,883 | 344,407 | 408,290 |
- For Marks, post-CIC acceleration requires termination without Cause within 12 months; “good reason” is not included for Marks (unlike certain awards for Smith/Jardine) .
Equity Plan Modifications (Risk Flag)
- In May 2023, FA modified unvested performance options and performance share awards to add time-based vesting on the 4th–6th anniversaries while preserving original MOM-based performance vesting; this reduced reliance on pure performance conditions and may dilute pay-for-performance alignment if performance hurdles are not met .
Investment Implications
- Alignment: Marks’ pay mix features meaningful equity with multi-year vesting, and no cash severance protection; this supports longer-term alignment but places retention weight on equity value creation and CIC protection limited to “without Cause” terminations .
- Selling pressure: 2024 showed no option exercises and modest RSU vesting for Marks; however, two sizable 2024 grants create predictable annual vesting tranches in Feb and Nov that can lead to periodic liquidity events; company hedging and pledging restrictions plus potential 10b5-1 plans mitigate risk of opportunistic sales .
- Governance signals: The 2023 performance award vesting modification introducing time vesting to previously performance-based awards is a cautionary sign for pay-for-performance rigor; monitor future equity design and any further modifications . The clawback policy adoption and absence of tax gross-ups are shareholder-friendly .
- Ownership: Marks’ personal beneficial ownership is under 1%, though he holds significant vested and unvested options/RSUs; low direct ownership suggests alignment is primarily through unvested equity rather than large common stock stakes .