Susan Bell
About Susan R. Bell
Independent Class I director of First Advantage since June 2021; age 62; CPA licensed in Georgia and Tennessee; summa cum laude Bachelor of Professional Accountancy from Mississippi State University; designated an “audit committee financial expert” under Regulation S‑K; currently serves as Audit Committee Chair and member of the Compensation Committee at FA .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Global FAAS Power & Utilities sector leader; Office Managing Partner (Atlanta); Southeast Region Risk Advisory practice leader; external audit partner; independent quality review partner | Retired 2020 after a 36‑year career | Led audit/FAAS engagements and quality reviews; regional risk advisory leadership |
| Arthur Andersen | Audit partner | Not disclosed | External audit leadership |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Rollins, Inc. | Director | Audit Committee Chair | Current board service |
| RPC, Inc. | Director | Audit Committee member | Current board service |
| Marine Products Corporation | Director | Audit Committee member | Current board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Susan Bell is independent under Nasdaq rules; all directors except CEO are independent |
| Committee assignments | Audit Committee Chair; Compensation Committee member |
| Audit committee expertise | Board designated Bell as an “audit committee financial expert” |
| Meetings held (2024) | Board 5; Audit 4; Compensation 4; Nominating & Corporate Governance 4 |
| Attendance (2024) | All directors attended at least 75% of Board and committee meetings; 5 of 8 attended the 2024 Annual Meeting |
| Executive sessions | Non‑management directors meet regularly; independent directors meet privately at least annually |
| Controlled company status | Silver Lake controls majority voting power; FA qualifies as a controlled company but is not currently relying on exemptions |
Fixed Compensation
| Component (Policy) | Amount (USD) | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non‑employee director not employed by Silver Lake) | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $20,000 | Paid quarterly in arrears |
| Audit Committee member fee | $10,000 | Paid quarterly in arrears |
| Compensation Committee Chair fee | $15,000 | Paid quarterly in arrears |
| Compensation Committee member fee | $7,500 | Paid quarterly in arrears |
| Nominating & Corporate Governance Chair fee | $10,000 | Paid quarterly in arrears |
| Nominating & Corporate Governance member fee | $5,000 | Paid quarterly in arrears |
| Year | Cash Fees (USD) | Equity Awards (USD, grant‑date fair value) | Total (USD) |
|---|---|---|---|
| 2024 | $77,500 | $174,701 | $252,201 |
Performance Compensation
| Item | Detail |
|---|---|
| Annual director RSU policy | RSUs valued at approximately $175,000; one‑year vesting |
| IPO‑related RSU policy | Additional RSUs valued at approximately $225,000 for non‑Silver Lake directors; three‑year vesting (policy for non‑employee directors; similar grant to Dr. Price on appointment) |
| As of | RSUs Outstanding | Scheduled Vesting |
|---|---|---|
| Dec 31, 2024 | 10,672 | 10,672 vest on June 7, 2025 |
Director RSU grants are time‑based (no performance metrics) under the director compensation policy .
Other Directorships & Interlocks
- Compensation Committee Interlocks and Insider Participation: During 2024, none of FA’s Compensation Committee members were FA executive officers or employees; no FA executive officer served on another entity’s compensation committee or board with reciprocal service at FA .
Expertise & Qualifications
- CPA (Georgia and Tennessee); deep accounting/auditing background with audit partner responsibilities and independent quality review oversight .
- Audit committee financial expert designation and direct oversight remit including financial reporting, internal control, auditor independence, and cybersecurity risk management in the Audit Committee charter scope .
- Leadership roles at EY (sector leadership, office management, risk advisory) contribute to board oversight competence in finance, risk, and compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Susan R. Bell | 50,630 [includes 10,672 RSUs vesting within 60 days] | <1% | RSUs vesting within 60 days of April 24, 2025 included in beneficial ownership |
- Hedging and pledging policy: FA prohibits directors from hedging company stock and from pledging company securities without pre‑clearance; short selling and derivatives are prohibited under the Securities Trading Policy .
Governance Assessment
- Strength: Independent director serving as Audit Committee Chair and designated financial expert; enhances oversight of financial reporting and controls .
- Alignment: Director pay structure emphasizes equity (2024 RSU fair value $174,701 vs. cash $77,500), supporting shareholder alignment through stock‑based compensation .
- Process quality: Audit Committee report evidences active oversight of auditor independence, internal controls, quarterly and annual financial statements, and cybersecurity risk; recommended inclusion of audited financials in the 2024 Form 10‑K .
- Compensation governance: Bell serves on FA’s all‑independent Compensation Committee, which uses an external consultant (Pearl Meyer) and retains authority over director and executive pay policies .
- Structural risk: FA is a controlled company (Silver Lake holds 51.6%); while not relying on exemptions, concentrated control remains a governance consideration for minority investors .
- Engagement: Board and committees met regularly in 2024; all directors met at least 75% attendance, supporting baseline engagement expectations .
- Related‑party safeguards: FA’s Related Person Transaction Policy requires Audit Committee or disinterested Board approval for material related‑party transactions; no Bell‑specific transaction disclosures were identified in the retrieved sections of the 2025 proxy .