FADV » Topics » Item 5.02(e) Compensatory Arrangements of Certain Officers

This excerpt taken from the FADV 8-K filed Apr 4, 2008.

Item 5.02(e)    Compensatory Arrangements of Certain Officers

On March 31, 2008, First Advantage Corporation’s, (the “Company”) Compensation Committee approved the senior executive annual incentive program for fiscal year 2008 (“2008 Incentive Program”), which memorializes the performance measurements to be used to determine whether certain senior executives of the Company are eligible to receive a bonus for 2008. Eligible participants include the Company’s “named executive officers” as well as other senior executive officers, which are the Chief Executive Officer, President, Chief Financial Officer, Executive Vice President- Operations, Executive Vice President – Infrastructure, Senior Vice President- Corporate Development, General Counsel and Segment Presidents. The annual incentive program was modified from the prior year’s plan. The modifications are discussed below. The Committee did not approve the performance measurements for the Chief Executive Officer and the President. Such approval will be made by the Committee at the next scheduled meeting and reported in a separate Form 8-K.

Bonuses granted under the 2008 Incentive Plan are expressed as a percentage of base salary and are awarded based on the achievement of certain performance measurements with respect to the Chief Financial Officer, Executive Vice President- Operations, Executive Vice President – Infrastructure, Senior Vice President- Corporate Development, General Counsel and Segment Presidents. Unlike the 2007 Incentive Plan, participants in 2008 may receive up to 100 percent of their base salary as a target bonus (except for the General Counsel, for which the target bonus is 85 percent of base salary). In addition, participants may be eligible for, upon the achievement of exceptional performance, up to an additional 100 percent of their base salary (except for the General Counsel, for which the maximum is up to an additional 85 percent of base salary) as additional bonus which is the maximum bonus potential. In 2006 and 2007, participants could earn up to 125 percent of their base salary as a maximum bonus. Eligible participants in 2006 and 2007, in general, were not eligible for additional bonus for exceptional performance. For each of the participants in the 2008 Incentive Plan, at least 75 percent of the targeted operating margin for the Company must be met before any bonus is paid. No bonuses will be awarded under the 2008 Incentive Plan if the threshold measurement related to the Company operating income is not met. In addition, each of the participants has other individual performance measurements, which must be achieved in order to receive the maximum bonus potential. The additional performance measurements for each of the participants relate to individually defined goals. The weight of each of the performance measurements for each of the participants listed below is as follows:

 

Position

   Quantitative
Measurement
(Operating
Margin)
    Individual
Qualitative
Measurement
    Target
Percentage
of Base
Salary
    Maximum
Percentage
of Base
Salary(1)
 

Chief Financial Officer, John Lamson

   70 %   30 %   100 %   200 %

Executive Vice President – Operations, Todd Mavis

   80 %   20 %   100 %   200 %

Executive Vice President- Infrastructure, Akshaya Mehta

   80 %   20 %   100 %   200 %

Segment Presidents, Evan Barnett, Howard Tischler, and Bart Valdez

   80 %   20 %   100 %   200 %

Segment President and Executive Vice President – Corporate Development, Andrew Macdonald

   50 %   50 %   100 %   200 %

General Counsel, Julie Waters

   38 %   47 %   85 %   170 %

 

(1) For exceptional performance, all eligible participants may receive an additional 100 percent of their base salary as bonus if certain performance goals are achieved (except for the General Counsel for which an additional 85 percent of base salary may be received). This is the maximum bonus potential. Quantitative and qualitative percentages are based on the maximum bonus target.

The cash bonus distributions under the 2008 Incentive Plan will be calculated at the end of the fiscal year, will be based upon the audited financial results of the Company and will be paid during the first quarter of 2008. Targets shall be prorated should an individual join the 2008 Incentive Plan part way through the year. The 2008 Incentive Plan is effective for fiscal year 2008 and may be changed or modified at the discretion of the Committee and Board.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     FIRST ADVANTAGE CORPORATION

Date: April 4, 2008

   By:    /s/ Julie Waters
       
   Name:    Julie Waters
   Title:    Vice President and General Counsel
This excerpt taken from the FADV 8-K filed Feb 16, 2007.

Item 5.02(e) Compensatory Arrangements of Certain Officers

On February 2, 2006, the Compensation Committee (the “Committee”) of the First Advantage Corporation (the “Company”) approved the Flexible Long-term Incentive Program (“LTIP”), the terms of which were previously disclosed on Form 8-K on February 7, 2006.

For 2007, the Committee has designated 24 participants in the LTIP, comprised of employees of the Company and named executive officers (“NEOs”). Each of the participants have been assigned a tier for , which entitles such participant to receipt of a designed number of “points” to be used by each participant to select his/her type of equity award. Restricted stock and restricted stock units are granted on 1:3 ratio to stock options. Participants in the LTIP are required to make their selection on or before the close of business on February 20, 2007. Awards are granted on February 22, 2007.

Vesting of equity awards granted under the LTIP occurs ratably over a three year period. Upon the expiration of a three year period, all equity awards become fully vested. Participants who select restricted stock units have the option to defer receipt of vested stock beyond the vesting period in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Upon termination of employment by any participant, all unvested equity awards terminate. Upon death or disability, all unvested equity awards are pro rated for the number of months the participant is employed by the Company.

For 2007, the NEOs of the Company have been granted the following equity awards: Chief Executive Officer (John Long) – 150,000 stock options or 50,000 restricted stock or restricted stock units; President (Anand Nallathambi) – 100,000 stock options or 33,333 restricted stock or restricted stock units; Chief Operating Officer (Akshaya Mehta) – 60,000 stock options or 20,000 restricted stock or restricted stock units; and Chief Financial Officer (John Lamson) – 60,000 stock options or 20,000 restricted stock or restricted stock units.

The description of the LTIP provided above is qualified in its entirety by reference to the full text of the LTIP summary, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference

This excerpt taken from the FADV 8-K filed Feb 16, 2007.

Item 5.02(e) Compensatory Arrangements of Certain Officers

On February 13, 2007, First Advantage Corporation’s, (the “Company”) Compensation Committee approved the senior executive annual incentive program for fiscal year 2007 (“2007 Incentive Program”), which memorializes the performance measurement to be used to determine whether certain senior executive of the Company are eligible to receive a bonus for 2007. Eligible participants include the Company’s “named executive officers”, which include the Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer, and certain senior executives comprised of the Chief Information Officer, General Counsel and Segment Presidents. The annual incentive program was previously approved by the Committee and Board in 2006; the modifications to the 2007 Incentive Program strictly relate to the performance measurements to be used to determine 2007 awards. The Committee did not approve the performance measurement for the Chief Executive Officer and the President. Such approval will be made by the Committee at the next regularly scheduled meeting and reported in a separate Form 8-K.

Bonuses granted under the 2007 Incentive Plan are expressed as a percentage of base salary and are awarded based on the achievement of certain quantitative and qualitative performance measurements with respect to the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Information Officer and Segment Presidents. Earnings per share (“EPS”) is a quantitative measurement that is used. However, no bonuses will be awarded under the 2007 Incentive Plan if threshold quantitative measurements related to corporate financial goals are not met. The Chief Financial Officer, Chief Operating Officer, and Segment Presidents have an opportunity to earn a bonus up to a maximum of 125 percent of their base salary, while the General Counsel and Chief Information Officer have an opportunity to earn a bonus up to 100 percent of their base salary. The weight of each of the performance measurements for each of the participants listed below is as follows:

 

Position

  

Quantitative

Measurement

(Corporate

Goals)

   

Individual

Qualitative

Measurement

   

Maximum

Percentage

of Base

Salary

 

Chief Financial Officer, John Lamson

   100 %   25 %   125 %

Chief Operating Officer, Akshaya Mehta

   35 %   90 %   125 %

Segment Presidents, Evan Barnett, Andrew MacDonald, Howard Tischler, and Bart Valdez

   25 %   100 %   125 %

Chief Information Officer, Alan Missen

   25 %   75 %   100 %

General Counsel, Julie Waters

   25 %   50 %   100 %

The cash bonus distributions under the 2007 Incentive Plan will be calculated at the end of the fiscal year, will be based upon the audited financial results of the Company and will be paid during the first quarter of 2007. Targets shall be prorated should an individual join the 2007 Incentive Plan part way through the year. The 2007 Incentive Plan is effective for fiscal year 2007 and may be changed or modified at the discretion of the Committee and Board.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FIRST ADVANTAGE CORPORATION

Date: February 16, 2007

    By:   /s/    JOHN LAMSON        
      Name:  

John Lamson

      Title:   Executive Vice President and Chief Financial Officer

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