Blog: FIRST ADVANTAGE CORP : Results of Operations and Financial Condition, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2022, First Advantage Corporation issued a press release announcing
its financial results for the quarter ended March 31, 2022. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under this Item 2.02, including Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated by specific reference in any
such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2022, the Board of Directors of the Company appointed Joelle M. Smith
as President, Data, Technology, and Experience, effective May 11, 2022.

Ms. Smith, 46, prior to her appointment, served as the Chief Experience Officer
of the Company since January 2020. Prior to that role, she served as Executive
Vice President, Resident and Investigative Research of the Company from July
2017 to December 2019. Before joining the Company, Ms. Smith held various roles
as vice president at Mindtree from July 2012 to July 2017. Ms. Smith holds a
Bachelor of Science from East Stroudsburg University of Pennsylvania.

In connection with her promotion, Ms. Smith’s annual base salary was increased
to $460,000. Ms. Smith may also receive an annual cash bonus of up to 50% of her
annual base salary and is expected to receive equity awards having a fair value
equal to $5,200,000, comprised of approximately two-thirds stock options and
approximately one-third restricted stock units, with each grant vesting annually
in four equal installments based on her promotion date of May 11, 2022. The
exact number of stock options and restricted stock units subject to the awards
will be determined on May 12, 2022 based on the prior twenty day average closing
price of the Company’s common stock in the case of the restricted stock units
and using a Black-Scholes valuation for the stock options. The per share
exercise price of the stock options will be the closing price on May 12, 2022.

There are no arrangements or understandings between Ms. Smith and any person
pursuant to which she was selected as President, Data, Technology, and
Experience. Ms. Smith has no family relationships with any director or executive
officer of the Company. There are no transactions involving Ms. Smith that would
be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 11, 2022, the Company issued a press release announcing Ms. Smith’s
appointment as the Company’s President, Data, Technology, and Experience. The
full text of the press release is furnished as Exhibit 99.2 hereto and
incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.2, shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities under that section and shall not be deemed
to be incorporated by reference into any filing under the Securities Act or the
Exchange Act, except as otherwise expressly stated by specific reference in any
such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
99.1            Press Release of First Advantage Corporation dated May 11, 2022.
99.2            Press Release of First Advantage Corporation dated May 11, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).


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