Advantage Solutions Inc. (ADV): CEO David Peacock compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended Employment Agreements with Named Executive Officers
On October 30, 2026 (the “Effective Date”), Advantage Solutions Inc. (together with its subsidiaries and affiliates, the “Company”) entered into a Second Amended and Restated Employment Agreement (the “Peacock A&R Employment Agreement”) with David Peacock, the Company’s Chief Executive Officer. In addition to his existing severance payments and benefits, the Peacock A&R Employment Agreement provides that, in the event that Mr. Peacock experiences a Change in Control Qualifying Termination (as defined below), he will also be entitled to (i) a lump sum amount equal to two times his target annual bonus, and (ii) 100% accelerated vesting of all outstanding time-based equity awards (provided, that, with respect to any equity awards granted prior to the Effective Date, he will only be entitled to the benefits provided under this clauses (i) and (ii) if his Qualifying Termination (as defined below) occurs within 24 months following a Change in Control).
On the Effective Date, the Company entered into a Second Amended and Restated Employment Agreement (the “Growe A&R Employment Agreement”) with Christopher Growe, the Company’s Chief Financial Officer, an Amended and Restated Employment Letter Agreement (the “Harsh A&R Employment Agreement”) with Jeffrey Harsh, the Company’s Chief Operating Officer, Branded Services, and an Amended and Restated Employment Agreement (the “Taylor A&R Employment Agreement”) with Michael Taylor, the Company’s Chief Operating Officer, Retailer Services and Activation. In addition to their existing severance payments and benefits, each of the Growe A&R Employment Agreement and the Harsh A&R Employment Agreement provides that, in the event that the executive experiences a Change in Control Qualifying Termination, he will be entitled to receive the following severance benefits: (i) continued payment of his base salary for a period of 18 months; (ii) employer-paid COBRA coverage for 18 months; (iii) a lump sum amount equal to 1.5 times his target annual bonus; and (iv) 100% accelerated vesting of all outstanding time-based equity awards and an 18 month post-termination exercise period for his outstanding stock options (provided, that, with respect to any equity awards granted prior to the Effective Date, the executive will only be entitled to the benefits provided under this clause (iv) if his Qualifying Termination occurs within 24 months following a Change in Control). The Harsh A&R Employment Agreement also provides Mr. Harsh with employer-paid COBRA coverage for 12 months following a Qualifying Termination.
The Taylor A&R Employment Agreement extends Mr. Taylor’s employer-paid COBRA coverage from nine months to 12 months following a Qualifying Termination. In addition, the Taylor A&R Employment Agreement provides that, in the event that Mr. Taylor experiences a Change in Control Qualifying Termination, he will be entitled to the following severance benefits: (i) an amount equal to 1.5 times Mr. Taylor’s base salary and target annual bonus, payable over a period of 18 months; (ii) a pro-rated annual bonus for the year of termination based on actual results; (iii) employer-paid COBRA coverage for 18 months; (iv) outplacement services; and (v) 100% accelerated vesting of all outstanding time-based equity awards and an 18 month post-termination exercise period for his outstanding stock options (provided, that, with respect to any equity awards granted prior to the Effective Date, Mr. Taylor will only be entitled to the benefits provided under this clause (v) if his Qualifying Termination occurs within 24 months following a Change in Control).
For purposes of the amended employment agreements, a “Change in Control Qualifying Termination” means (i) a termination of the executive’s employment by the Company without cause or by the executive for good reason (a “Qualifying Termination”) that occurs within 24 months after a change in control, or (ii) a Qualifying Termination that occurs (a) following the execution of a definitive agreement that, if the transaction(s) contemplated thereunder are consummated, would result in a Change in Control (as defined in the amended employment agreements), (b) (1) in connection with or as a result of the potential Change in Control transaction (as determined by the Company in good faith) and (2) other than by reasons unrelated to the potential Change in Control transaction (including, without limitation, for purposes of this clause (2), due to a reduction in force, termination due to poor performance,
restructuring, position elimination organization structure redesign or leadership change or consolidation, in each case, unrelated to the potential Change in Control transaction), and (c) within six months prior to the date of a Change in Control.
The foregoing descriptions of the Peacock A&R Employment Agreement, Growe A&R Employment Agreement, Harsh A&R Employment Agreement, and Taylor A&R Employment Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.