Advantage Solutions Inc.
For the period ended May 27, 2026. Filed Apr 22, 2026.
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May 27, 2026 · Filed Apr 22, 2026
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Quantification of Potential Payments Upon Termination or Change in Control
The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of a qualifying termination of employment and/or a change in control of the Company, assuming that each Named Executive Officer’s termination of employment with us and/or change in control (as applicable) occurred on December 31, 2025 under the circumstances described above. Amounts shown assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the A&R 2020 Plan and do not include (i) accrued but unpaid salary through the date of termination or (ii) vested benefits already earned or accrued by the Named Executive Officer prior to termination.
| Name(1) · Benefit · Termination without Cause or for Good Reason (No Change in Control) · Termination withoutCause or for Good Reason in Connection with Change in Control · Termination due to Death or Disability | |||||||
|---|---|---|---|---|---|---|---|
| David Peacock | Severance pay | $2,200,000 | $2,200,000 | $1,100,000 | |||
| Healthcare Benefits(2) | 72,000 | 72,000 | 36,000 | ||||
| Equity Acceleration(3) | 849,156 | (4) | 2,527,404 | (5) | 2,527,404 | (6) | |
| Christopher Growe | Severance pay | 600,000 | 600,000 | 300,000 | |||
| Healthcare Benefits(2) | 20,946 | 31,419 | 15,710 | ||||
| Equity Acceleration(3) | 225,214 | (4) | 715,726 | (5) | 715,726 | (6) | |
| Dean General | Severance pay | 600,000 | 600,000 | — | |||
| Healthcare Benefits(2) | 20,946 | 31,419 | 15,710 | ||||
| Equity Acceleration(3) | 186,007 | 186,007 | 232,408 | ||||
| Jeffrey Harsh | Severance pay | 480,000 | 480,000 | — | |||
| Healthcare Benefits(2) | 19,799 | 29,699 | 14,849 | ||||
| Equity Acceleration(3) | — | 127,160 | 127,160 | ||||
| Jack Pestello | Severance pay | 780,000 | — | — | |||
| Healthcare Benefits(2) | 25,178 | — | — | ||||
| Equity Acceleration(3) | 49,830 | — | — | ||||
| Michael Taylor | Severance pay | 787,500 | 1,050,000 | — | |||
| Healthcare Benefits(2) | 17,253 | 25,879 | 12,939 | ||||
| Equity Acceleration(3) | — | (4) | 697,884 | (5) | 697,884 | (6) | |
| Andrea Young | Severance pay | 525,000 | 525,000 | 525,000 | |||
| Healthcare Benefits(2) | 23,708 | 23,708 | 23,708 | ||||
| Equity Acceleration(3) | 231,946 | 231,946 | 651,706 | ||||
(1) For each Messrs. Peacock, Growe, General, Harsh and Taylor, the severance payments and benefits set forth in the table above reflect the estimated payments and benefits assuming the applicable triggering event took place on December 31, 2025. For Ms. Young, the severance payments and benefits set forth in the table above reflect the estimated payments and benefits she is entitled to receive under her Transition Agreement. For Mr. Pestello, the severance payments and benefits set forth in the table above reflect the actual payments and benefits from his effective date of separation.
(2) Reflects company portion of payments made during the severance period described above. For termination due to death or disability, healthcare benefits continue only for termination related to disability, and are reduced by any amounts received under an applicable disability policy. Mr. Taylor is also entitled to outplacement benefits, which are not quantifiable.
(3) For Messrs. Peacock, Growe, General, Harsh and Taylor and Ms. Young, represents the value of certain equity awards held by the Named Executive Officers on December 31, 2025 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 31, 2025 ($22.00) less, if applicable, the exercise price of each outstanding stock option. For Mr. Pestello, represents the value of the accelerated vesting of his equity awards in connection with his termination of employment. Mr. Pestello’s amount also includes up to 2,265 PSUs that may vest in the future subject to the Company’s actual performance (which are reflected at target performance for purposes of the table above). For details regarding the equity award that were accelerated in connection with Mr. Pestello’s termination of employment, see above under “Potential Payments Upon Termination or Change in Control—Jack Pestello.”
(4) For purposes of this column, with respect to Messrs. Peacock, Growe, and General, the number of RSUs and options subject to accelerated vesting is reflected based on a prorated number of awards that would vest on the next occurring vesting date following the date of termination. In addition, for Mr. General, it also includes accelerated vesting of two-thirds of his options, RSUs, and PSUs (at target) granted on April 1, 2025.
For PSUs granted prior to 2024, the number of PSUs subject to accelerated vesting is based on actual performance given that the applicable performance period was completed as of December 31, 2024. For PSUs granted in 2024 and 2025, the number of PSUs subject to accelerated vesting is based on (i) actual performance for completed annual performance periods as of the assumed date of termination, and (ii) target performance for performance periods that have not yet commenced as of the assumed date of termination, in each case, without any adjustment based on our relative TSR ranking, and prorated based on the length of service during the three-year period ending December 31, 2026 (for the 2024 PSUs) and December 31, 2027 (for the 2025 PSUs).
(5) For purposes of this column, for PSUs granted prior to 2024, the number of PSUs subject to accelerated vesting is based on actual performance given that the applicable performance period was completed as of December 31, 2025. For PSUs granted in 2024 and 2025, the number of PSUs subject to accelerated vesting is based on (i) actual performance for completed annual performance periods as of the assumed date of termination, and (ii) target performance for periods that have not yet commenced as of the assumed ate of termination, in each case, without any adjustment based on our relative TSR ranking. With respect to any unvested RSUs and options, of which the vesting is time-based,100% of any unvested equity will vest as of the date of termination.
(6) For purposes of this column, the number of PSUs subject to accelerated vesting is based on target performance (or, if such termination due to death or disability occurs following a change in control, based on the number of PSUs that remain eligible to vest following the change in control, as described in footnote (5)). For purposes of this table, the PSUs are reflected based on target performance.
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