Susan Gentile
About Susan Gentile
Independent director since May 2021 (age 58); Managing Director and Chief Financial Officer at Advent International since August 2022; previously Chief Financial & Administrative Officer at H.I.G. Capital (2018–2022), Managing Director & Chief Accounting Officer at Oaktree Capital Management (2013–2018), and management roles at The Clorox Company (2006–2013), with earlier roles at Levi Strauss & Co., Motorola, and Deloitte. She holds a B.S.B.A. in Finance from Boston University and is a Certified Public Accountant; the Board designates her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International | Managing Director & Chief Financial Officer | Aug 2022–Present | Finance leadership; capital allocation; internal controls |
| H.I.G. Capital Management, LLC | Chief Financial & Administrative Officer | May 2018–Aug 2022 | Led finance/admin at global alternatives manager |
| Oaktree Capital Management | Managing Director & Chief Accounting Officer | Oct 2013–Mar 2018 | Senior controllership/accounting leadership |
| The Clorox Company | Various management roles | Mar 2006–Sep 2013 | Consumer products/CPG finance experience |
| Levi Strauss & Co.; Motorola, Inc.; Deloitte & Touche LLP | Earlier roles | Not disclosed | Foundation in audit/finance/operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Advent International | Managing Director & CFO | Private | Current executive employment (not a board directorship) |
| — | Other public company directorships | — | None disclosed in the proxy biography |
Board Governance
- Committee assignments and leadership (FY2024): Audit Committee (Chair) and Compensation Committee (Member); Audit Committee met 4 times in 2024; Compensation Committee met 4 times in 2024. All committee members were independent under Nasdaq rules; Gentile is designated an “audit committee financial expert.”
- Board attendance/engagement: The Board met 4 times in 2024; each director attended 75% or more of the aggregate Board and committee meetings on which they served. Executive sessions (without management) were held at every regularly scheduled Board meeting and by each committee at each regularly scheduled committee meeting.
- Independence: The Board determined all non-employee directors (including Gentile) are independent under Nasdaq standards.
| Committee | Role | 2024 Meetings | Independence Status | Financial Expert |
|---|---|---|---|---|
| Audit | Chair | 4 | Independent under Nasdaq 5605(c)(2)(A) | Yes (Gentile designated) |
| Compensation | Member | 4 | Independent under Nasdaq 5605(d)(2) | — |
Fixed Compensation
| Element | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $50,000 | Policy baseline |
| Audit Committee – Chair fee | $20,000 | Policy (chair) |
| Compensation Committee – Member fee | $7,500 | Policy (member) |
| 2024 cash actually paid to Gentile | $76,848 | As reported in Director Compensation table for FY2024 |
Additional policy elements (not specific to Gentile’s role): Non-executive Chair retainer $125,000; Lead Independent Director retainer $70,000; Nominating & Corporate Governance Committee member/chair retainers $5,000/$10,000. Cash is paid quarterly and pro-rated as needed.
Performance Compensation
| Equity Vehicle | Value/Structure | Vesting/Terms | 2024 Activity |
|---|---|---|---|
| Annual RSU grant | Target grant value $185,000 | Vests fully on the earlier of one year from grant or immediately prior to next Annual Meeting; service-based only | Gentile received 60,569 RSUs in 2024 (grant-date FV $166,565) |
| Initial RSU grant (onboarding) | Target grant value $185,000 | Vests in 3 equal annual installments over 3 years; service-based only | Applies to first joining; not a 2024 event |
| Retainer Grant (optional in lieu of cash) | Converts cash retainers to RSUs | Vests quarterly over the fiscal year; elective; deferral permitted | In 2024, other directors elected; not disclosed for Gentile |
| Change-in-control acceleration | — | Director RSUs fully vest immediately prior to a change in control; also accelerate upon death/disability | Single-trigger vesting noted |
No performance metrics (e.g., revenue/EBITDA/TSR) apply to director equity; grants are time-based service RSUs per policy.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards (Gentile) | None disclosed in the proxy biography |
| Compensation Committee interlocks | None during the last year (company-wide disclosure) |
Expertise & Qualifications
- Financial expertise: CPA; designated “audit committee financial expert” by the Board. Deep experience as CFO/CAO in alternative asset managers and in CPG at Clorox.
- Risk and controls: Audit Chair responsibilities include oversight of financial reporting, internal controls, risk assessment (including cybersecurity reporting), and related-party transaction approvals.
- Education: B.S.B.A. in Finance (Boston University).
Equity Ownership
| Component | Amount |
|---|---|
| Common shares owned (direct/indirect) | 178,471 shares (component of beneficial ownership) |
| RSUs vesting within 60 days | 60,569 shares (component of beneficial ownership) |
| Total beneficial ownership | 239,040 shares; less than 1% of outstanding |
| Shares outstanding reference (as of 3/31/2025) | 110,229,634 shares |
| Options outstanding | None (— at year-end 2024) |
| Hedging/pledging | Prohibited for all directors (no pledging/margin or derivatives) |
Governance Assessment
-
Strengths and positive signals
- Independent director; Audit Committee Chair; designated audit financial expert; committees met regularly; Board/committees conduct annual self-assessments; each director met the ≥75% attendance threshold.
- Strong alignment via equity-heavy director pay: 2024 equity grant FV $166,565 vs cash fees $76,848; RSU structure is service-based and annual, with optional retainer-to-RSU election program available to directors.
- Anti-hedging and anti-pledging policies apply to directors; supports investor alignment and reduces collateral/derivative risk.
- Related-party transaction oversight resides with Audit Committee; no related-person transactions involving Gentile disclosed; primary related-person disclosure relates to legacy founder arrangements (e.g., Name and Likeness with Jessica Alba, now terminated).
-
Watch items and potential red flags (none acute)
- Director equity single-trigger acceleration upon a change in control (common but some investors prefer double-trigger).
- As CFO of Advent International (active investor across sectors), monitor for any transactions or relationships between the company and Advent portfolio companies that could create related-party exposure; none disclosed for the period covered.
-
Overall view
- Gentile brings high-caliber financial and CPG credentials, chairs a fully independent Audit Committee, and maintains solid attendance/engagement. Compensation mix is equity-leaning, ownership is meaningful (239,040 shares), and hedging/pledging prohibitions bolster alignment—net positive for investor confidence.