FIRST ADVANTAGE CORP (FA)
Sector: Industrials
2026 Annual Meeting Analysis
FIRST ADVANTAGE CORP · Meeting: June 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Clark has served since June 2021 and meets the attendance threshold (100%); the 3-year TSR gap vs. the disclosed peer group median is +12.7pp, which does not breach the 35pp underperformance trigger for the low-positive TSR band, so no performance-based flag applies.
Price has served since June 2022, attended 100% of meetings, and the peer-group TSR trigger does not apply (FA outperforms the peer median by 12.7pp over 3 years), so no performance or attendance flag is warranted.
Gillett was appointed to the board in April 2026, well within the 24-month new-director exemption from the TSR trigger, so he is automatically exempt from any TSR-based accountability test at this meeting.
All three Class II nominees pass the policy screens. FA's 3-year total return of +5.0% trails the XLI ETF benchmark by 77.2 percentage points, which would normally be a serious concern, but the company has disclosed a named peer group and FA actually outperforms that peer group median by 12.7 percentage points over 3 years — well within the 35pp threshold for the low-positive TSR band. Using the disclosed peer group as the primary benchmark (as required by policy), the TSR trigger does not fire for any nominee. Meeting attendance was 100% for all three nominees, and no overboarding, independence, or familial-relationship flags were identified.
Say on Pay
✓ FORCEO
Scott Staples
Total Comp
$1,282,350
Prior Support
N/A
CEO Scott Staples received total compensation of $1,282,350 for 2025 — consisting of $700,000 base salary and $575,000 in bonus (including a $50,000 special integration bonus) with no equity grants — which is modest for a CEO of a $2.2B industrial-sector company and well within benchmark expectations. The annual cash bonus was paid at approximately 100% of target based on Adjusted EBITDA and revenue metrics tied to clear financial goals, and the company has a formal clawback policy adopted in October 2023 in compliance with SEC and Nasdaq requirements. Pay mix for 2025 is unusual in that nearly all compensation is cash with no new equity grants to the CEO, which reduces the variable/performance-based proportion, but this appears to reflect a year following a large front-loaded equity grant in 2024 rather than a structural governance failure, and overall pay levels are conservative enough that no benchmark threshold is triggered.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,220,324
Non-Audit Fees
$656,886
Non-audit fees (tax services of $656,886) represent approximately 20% of audit fees ($3,220,324), which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire under policy. Deloitte is a Big 4 firm appropriate for a $2.2B market-cap company, and no material restatements were identified.
Overall Assessment
The 2026 First Advantage annual meeting presents three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All proposals pass the applicable policy screens — the TSR underperformance concern relative to the broad XLI ETF is neutralized by FA's outperformance of its disclosed named peer group, CEO pay is modest at $1.28M with no new equity grants, and Deloitte's non-audit fee ratio is well within acceptable bounds.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing