Advantage Solutions Inc 8-K, filed Mar 7, 2025
Advantage Solutions Inc. (ADV)
About this 8-K
Advantage Solutions Inc filed this 8-K on March 7, 2025, reporting on events of March 5, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Dean General as Chief Operating Officer, Branded Services
On March 5, 2025, the Board of Directors (the “Board”) of Advantage Solutions Inc. (the “Company”) approved the appointment of Dean General to succeed Jack Pestello as the Company’s Chief Operating Officer, Branded Services, effective March 24, 2025.
Mr. General served as the General Manager Retailer Brands and Senior Vice President Commercial Development for Henkel Consumer Brands from June 2021 through March2025. Mr. General served as the Chief Commercial Officer & Senior Vice President of Treehouse Foods, Inc. from February 2019 to January 2021. Prior to that he served in a number of senior leadership positions with Newell Brands, Inc., Kraft Heinz, Inc. and Kraft Foods. Mr. General received his BS from Rider University, and holds an Executive Scholar credential from Northwestern University, Kellogg School of Management.
There are no arrangements or understandings between Mr. General and any other persons pursuant to which he was appointed as an officer, and there are no family relationships between him and any director or executive officer of the Company. Mr. General has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
General Employment Agreement
In connection with the appointment of Mr. General as the Company’s Chief Operating Officer, Branded Services, the Company and Mr. General entered into an employment offer letter agreement (the “General Agreement”), pursuant to which Mr. General will commence employment on or about March 24, 2025 (unless otherwise mutually agreed between Mr. General and the Company) and will receive an annual base salary of $600,000 and a cash signing bonus of $500,000. The signing bonus is payable in equal installments on each of April 11, 2025 and July 15, 2025, and is subject to repayment or forfeiture on an after-tax basis in the event Mr. General resigns without good reason or is terminated for cause (as such terms are defined in the General Agreement) prior to the first anniversary of his commencement of employment. Mr. General will also be eligible to receive a target bonus of 80% of his base salary, with a guaranteed bonus with respect to 2025 of no less than his target bonus or the bonus amount he would receive based on actual performance (whichever is greater), prorated based on the number of days he is employed in 2025. In addition, commencing in 2026, Mr. General is eligible to receive an annual equity award under the Company’s 2020 Incentive Award Plan with an aggregate value of $1,000,000.
In connection with his commencement of employment, Mr. General will receive initial equity awards with an aggregate value of $750,000, which will be granted as follows: 30% in the form of restricted stock units, 30% in the form of performance stock units, and 40% in the form of stock options, with each subject to the Company’s standard vesting terms.
If the Company terminates Mr. General’s employment without cause or if Mr. General resigns for good reason, the Company will, subject to his execution and non-revocation of a general release and continued compliance with any restrictive covenants, provide him with the following severance benefits: (i) continued payment of his base salary for 12 months following the date of termination, (ii) 12 months of continued health insurance coverage at active employee rates, (iii) pro-rated vesting of outstanding time-based equity awards scheduled to vest on the next applicable vesting date based on the number of days worked during the then-current vesting period (provided, however, that any equity awards that vest in whole or in part based on performance shall be governed by the applicable award agreements), and (iv) vesting of two-thirds of his initial equity grant if the termination occurs prior to the second anniversary of his commencement date. The foregoing description of the General Agreement is qualified in its entirety by reference to the full text of the General Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Resignation of Jack Pestello as Chief Operating Officer, Branded Services
On March 5, 2025, Jack Pestello informed the Company that he intends to resign as the Company’s Chief Operating Officer, Branded Services, effective on the Role Conversion Date (as defined below).
Pestello Separation Agreement
In connection with Mr. Pestello’s resignation as the Company’s Chief Operating Officer, Branded Services, the Company and Mr. Pestello entered into a Separation Agreement and General Release (the “Separation Agreement”), pursuant to which Mr. Pestello’s employment will terminate effective as of May 1, 2025 (the “Termination Date”). Mr. Pestello will continue to serve as the Company’s Chief Operating Officer – Branded Services until Mr. General’s commencement of employment (the “Role Conversion Date”). Following the Role Conversion Date, Mr. Pestello will remain employed in a non-executive capacity through the Termination Date.
Pursuant to the Separation Agreement, Mr. Pestello is eligible to receive the following severance benefits: (i) cash severance equal to $780,000, of which $600,000 is payable over the 12-month period following the Termination Date, $75,000 is payable in a lump sum
on May 15, 2025, and $105,000 is payable in a lump sum on June 1, 2026, (ii) 12 months of continued health insurance coverage at active employee rates, and (iii) continued vesting his outstanding equity awards through the Termination Date, as well as vesting a portion of the equity awards scheduled to vest in June 2025. Mr. Pestello’s receipt of his severance benefits is subject to and conditioned upon his non-revocation of the Separation Agreement, including a release, and his continued compliance with any restrictive covenants.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 |
Regulation FD Disclosure |
On March 7, 2025, the Company issued a press release regarding the executive transition matters described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K, including any information furnished in connection therewith, that may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected terms of severance arrangements, the commencement of employment by certain officers, and the future performance of the Company’s business. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. These forward-looking statements generally are identified by the words “may,” “should,” “expect,” “intend,” “will,” “would,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
Detailed risk factors affecting the Company are set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 7, 2025 and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Description |
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10.1# |
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10.2 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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 thereunto duly authorized.
Date: |
March 7, 2025 |
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ Christopher Growe |
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Christopher Growe |
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Jack Pestello (“Employee”), on the one hand, and Advantage Solutions Inc., a Delaware corporation (the “Company”), on the other hand.
WHEREAS, Company employs Employee pursuant to that certain Employment Agreement dated as March 28, 2023, as amended or otherwise modified from time to time (the “Employment Agreement”);
WHEREAS, Employee’s employment and all of Employee’s positions with Company and its subsidiaries and affiliates will terminate effective as of May 1, 2025 (or such earlier date on which Employee’s employment terminates for any reason, the “Termination Date”);
WHEREAS, Employee seeks to obtain the payments and benefits provided under the Employment Agreement;
WHEREAS, Employee acknowledges that Employee has received all accrued wages, bonus, vacation/paid time-off and any other compensation due through the execution date of this Agreement, except as specifically provided in this Agreement; provided, however, that Employee understands Employee may subsequently receive a separate check for reimbursement of reasonable business expenses in accordance with Company policies; and
WHEREAS, capitalized terms used, but not defined in this Agreement, shall have the meanings ascribed to such terms in the Employment Agreement.
NOW THEREFORE, in an effort to put any and all disputes behind the parties, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties have agreed to settle finally and forever any and all claims between them of any nature whatsoever relating to, or arising from Employee’s employment by Company and/or the termination of that employment.
2. Severance Pay, Severance Benefits and Equity Benefits. Provided that (i) the Effective Date has occurred; (ii) the Termination Date occurs on May 1, 2025 (or any earlier date as a result of Employee’s termination by the Company without Cause); (iii) Employee has executed and delivered the Additional Release attached hereto as Exhibit B (the “Additional Release,” and the effective date of such Additional Release, the “Additional Release Effective Date”), and the Additional Release Effective Date has occurred within thirty (30) days following the Termination Date; (iv) Employee is and remains in compliance with the Employee’s obligations under this Agreement, the Employment Agreement and the Restrictive Covenants; and (v) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Company as required by Section 6.9 of the Employment Agreement, following the Termination Date:
2.1 Company shall pay Employee the gross amount of ($775,000), which consists of: (A) twelve (12) months (the “Severance Period”) of Employee’s current Base Salary of $600,000 under the Employment Agreement (the “Severance Period Payments”), which will be paid in accordance with the Company’s Payroll Policies (as defined in the Employment Agreement) as provided in Section 12, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (the “Applicable Taxes and Withholdings”), (B) a payment in the gross amount of $75,000 (the “Transition Payment”) payable May 15, 2025, which will be paid less Applicable Taxes and Withholdings (or, if later, upon the Additional Release Effective Date), and (C) a payment in the gross amount of $105,000 (the “Final Payment” and collectively, with the Severance Period Payments and the Transition Payment, the “Severance Pay”) payable June 1, 2026, which will be paid less Applicable Taxes and Withholdings. The parties agree and acknowledge that (A) the Severance Period Payments shall be payable in accordance with the terms of the Employment Agreement, which provides that the Severance Period Payments will be made in equal installments over the Severance Period in accordance with the Company’s Payroll Policies and subject to Section 12, and (B) all Severance Pay and the Severance Benefits (as defined below) may be paid or provided to Employee by a subsidiary of the Company.
2.2 The Company shall pay Employee the following: twelve (12) months of the Company’s portion of post-employment company sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the Termination Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company and/or Benicomp (subject to applicable taxes and withholdings).
(a) The Company will make the first monthly Severance Benefits payment to Employee as soon as administratively possible following (i) the Additional Release Effective Date, and (ii) receipt by Company of notification that Employee has made the necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee, the Company will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator.
(b) Employee will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator.
2.3 The parties agree and acknowledge that Employee’s outstanding and unvested equity grants in the Company are as set forth on Exhibit A and shall be handled as set forth on Exhibit A (the “Equity Benefits”).
2.4 The entire amount of the payments set forth in Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year.
2.5 In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s obligations under (i) this Agreement or the Employment Agreement; or (ii) the Restrictive Covenants (as defined in the Employment Agreement); if applicable, Employee’s eligibility for the Severance Pay, Severance Benefits and Equity Benefits shall cease immediately. Moreover, from the date of the breach, the Company shall be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Agreement.
2.6 Employee acknowledges that the Severance Pay, Severance Benefits and Equity Benefits exceeds any earned wages or anything else of value otherwise owed to Employee by the Company.
2.7 For the avoidance of doubt, if the Employee voluntarily resigns his employment or is terminated by the Company for Cause, in any case prior to May 1, 2025, he shall not be eligible for any of the Severance Pay, Severance Benefits and Equity Benefits or any severance benefits under his Employment Agreement.
3. General Release of Claims.
3.1 Except for the obligations arising out of this Agreement and any claims that cannot be waived as a matter of law, in consideration of this Agreement and the other good and valuable consideration provided to Employee pursuant hereto, Employee, for Employee and on behalf of each and all of Employee’s respective legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies and affiliates (all referred to as the “Employee Releasors”) hereby irrevocably and unconditionally releases, and fully and forever discharges and absolves Company, its parents, subsidiaries and affiliates (“Advantage Companies”) and each of their respective partners, officers, directors, managers, shareholders, members, agents, employees, heirs, divisions, attorneys, trustees, administrators, executors, representatives, predecessors, successors, assigns, related organizations and related employee benefit plans (collectively, the “Company Releasees”), of, from and for any and all claims, rights, causes of action, demands, damages, rights, remedies and liabilities of whatsoever kind or character, in law or equity, known or unknown, suspected or unsuspected, past, present, or future, that the Employee Releasors have ever had, may now have, or may later assert against the Company Releasees whether or not arising out of or related to Employee’s employment with Company or the termination of Employee’s employment by Company (hereinafter referred to as “Employee’s Released Claims”), from the beginning of time up to and including the date on which Employee executes this Agreement, including without limitation, any claims, debts, obligations, and causes of action of any kind arising under any (i) contract including but not limited to the Employment Agreement and any bonus or other compensation plan, (ii) any common law (including but not limited to any tort claims) or (iii) any federal, state or local statutory law including, without limitation, any law which prohibits discrimination or harassment on the basis of sex, race, national origin, veteran status, age, immigration or marital status, sexual orientation, disability, or on any other basis, including without limitation, those arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, any state or local wage and hour laws (to the fullest extent permitted by law), and/or any state or local laws which prohibit discrimination or harassment of any kind, including, without limitation, the California Family Rights Act and the California Fair Employment and Housing Act.
3.2 Employee represents and warrants that Employee has brought no complaint, claim, charge, action or proceeding against any of the Company Releasees in any jurisdiction or forum, nor will Employee, from the Effective Date forward, encourage any other person or persons in doing so. Employee covenants and agrees never to pursue any judicial proceedings against the Company Releasees asserting any of the Employee’s Released Claims and (notwithstanding the above representation and warranty) to dismiss forthwith any such proceedings initiated to date. Employee shall not bring any complaint, claim, charge, action or proceeding to challenge the validity of this Agreement or encourage any other person or persons in doing so. Notwithstanding the foregoing, nothing herein shall prevent Employee from filing or from cooperating in any charge filed with a governmental agency; provided, however, Employee acknowledges and agrees that Employee waiving the right to any monetary recovery should any agency (such as the Equal Opportunity Commission or any similar state or local agency) pursue any claim for Employee’s benefit. Further, nothing herein shall prevent Employee from challenging the validity of the release of Employee’s claims, if any, under the Age Discrimination in Employment Act.
3.3 Except with respect to the Company’s breach of obligations arising out of this Agreement, if any, and to the fullest extent permitted by law, execution of this Agreement by the parties operates as a complete bar and defense against any and all of Employee’s Released Claims.
3.4 Section 3.1 does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder. Nothing in Section 3.1 waives (i) Employee’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance, or any other indemnification rights to which Employee may be entitled under the organizational documents, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify Employee or hold Employee harmless; (ii) any vested rights Employee (and/or his dependents) may have under the employee benefit plans, programs, policies or arrangements of the Company and its affiliates; (iii) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (iv) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (v) claims for breach of any of the Company’s continuing obligations to Employee under the this Agreement or the Employment Agreement; and (vi) any right that may not be waived by private agreement.
4. Waiver of Unknown Claims. Employee expressly acknowledges that Employee has read and understood the following language contained in Section 1542 of the California Civil Code:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER THAT WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
But for the obligations arising from this Agreement, having reviewed this provision, Employee nevertheless hereby voluntarily waives and relinquishes any and all rights or benefits Employee may have under section 1542, or any other statutory or non-statutory law of similar effect. Thus, Employee
expressly acknowledges this Agreement is intended to and does include in its effect, without limitation, all claims Employee does not know or suspect to exist in Employee’s favor at the time of signing this Agreement, and that this Agreement extinguishes any such claims. Employee warrants that Employee has consulted counsel and/or has had the opportunity to consult with counsel about this Agreement and specifically about the waiver of section 1542 (or other state law of similar effect) and that Employee understands the section 1542 (or other state law of similar effect) waiver and freely and knowingly enters into this Agreement. Employee acknowledges that Employee may later discover facts different from or in addition to those Employee now knows or believes to be true regarding the matters released or described in this Agreement, and even so, Employee agrees that the releases contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts.
5. No Admissions. By signing this Agreement, the Company does not admit to any wrongdoing or legal violation by the Company or the Company Releasees.
6. Cooperation. Employee hereby agrees to cooperate with and provide requested assistance to Company with respect to any claim, cause of action, litigation, or other matter involving the Company, in which: (a) Employee (i) has significant knowledge, or (ii) was intimately involved, during the course of Employee’s employment, and (b) such requested assistance and/or cooperation is reasonably necessary and appropriate. For the avoidance of doubt, nothing in this Section 6 is intended to require Employee to provide anything but truthful and accurate information or testimony in the event Employee is asked for information or called to testify.
7. Return of Information and Property. Employee represents that as of the Termination Date, Employee will return to the Company, all Company property, equipment, confidential information, records, electronically stored data and other materials relating to Employee’s employment, including tools, documents, papers, computer software, passwords and other identification materials, ID cards, keys, credit cards, personal computers, tablets, cell phones, and/or instruction manuals. This obligation applies to all materials relating to the affairs of the Company or any of its customers, clients, vendors, employees, or agents that may be in Employee’s possession or control. All such Company property must be returned by Employee in order for Employee to commence receiving the Severance Pay and Severance Benefits provided under Section 2 hereof.
8. Compliance with Prior Restrictive Covenants. Employee hereby reaffirms Employee’s obligations under the Restrictive Covenants.
9. Breach.
9.1 Employee acknowledges that Employee’s breach of the obligations contained in this Agreement would cause the Company irreparable harm that could not be reasonably or adequately compensated in damages in an action at law. If Employee breaches or threatens to breach any of the provisions contained in this Agreement, the Company shall be entitled to an injunction, without bond, restraining Employee from committing such breach. The Company’s right to exercise its option to obtain an injunction shall not limit its right to any other remedies for breach of any provision of this Agreement.
9.2 Employee agrees that Employee’s obligations under this Agreement shall be absolute and unconditional.
9.3 The foregoing shall in no way limit the Company’s rights under Section 2.5 of this Agreement:
(a) Employee acknowledges that Employee’s breach of the obligations contained in this Agreement would cause the Company irreparable harm that could not be reasonably or
adequately compensated in damages in an action at law. If Employee breaches or threatens to breach any of the provisions contained in this Agreement, the Company shall be entitled to an injunction, without bond, restraining Employee from committing such breach. The Company’s right to exercise its option to obtain an injunction shall not limit its right to any other remedies for breach of any provision of this Agreement.
(b) Employee agrees that Employee’s obligations under this Agreement shall be absolute and unconditional.
(c) The foregoing shall in no way limit the Company’s rights under Section 2.5 of this Agreement.
10. Employee Representations. Employee represents and agrees that Employee (a) has suffered no injuries or damages in the course and scope of Employee’s employment with the Company that Employee did not already report to the Company; (b) fully understands all terms of this Agreement and is signing it voluntarily and with full knowledge of its significance; and (c) is not relying and has not relied upon any representation or statement made by the Company or its agents, representatives or attorneys, with regard to the subject matter, basis or effect of this Agreement or otherwise, other than as specifically stated in this Agreement.
11. Non-Disparagement. Employee will not from his execution of this Agreement through May 1, 2028: (a) make any statement disparaging or criticizing the Company, or any products or services offered by the Company or any of its affiliates, or (b) make any other statement which would be reasonably expected to (i) impair the goodwill or reputation of the Company or (ii) impair the goodwill or reputation of any products or services offered by the Company or any of its affiliates. For the avoidance of doubt, the foregoing shall not prohibit the Employee through the Role Conversion Date from discharging his duties by providing constructive criticism to his peers and superiors within the Company concerning the Company’s products and services for the purpose of improving their quality and efficiency or from responding to a valid subpoena or other form of legal process. Notwithstanding the foregoing, nothing herein shall restrict the Employee from making truthful statements in response to a court order or lawful subpoena, to a governmental agency, or which by law cannot be subject to a non-disparagement covenant. Further, nothing herein shall prevent the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Employee has reason to believe is unlawful.
12. Necessary Amendments to Comply with Section 409A. The parties intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of Section 409A of the Code (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Employee is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any payments described in Section 2 shall be delayed for a period of six (6) months and one day following the Employee’s separation from service to the extent and up to the amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code. Any payments described in this Agreement that qualify for the “short-term deferral” exception from Section 409A as described in the Treasury Regulation Section 1.409A-1(b)(4) will be paid under such exception. The Employee’s right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each
such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A of the Code. In the event the Additional Release Effective Date does not occur on or prior to the date that is thirty (30) days following the Termination Date, the Employee shall not be entitled to any of the payments provided under Section 2, and Employee’s only right to further compensation shall be to the Accrued Rights (as defined in the Employment Agreement). Payment of the Severance Period Payments shall commence on the Company’s first payroll date that is coincident with or immediately following the date that is thirty (30) days following the Employee’s separation from service (the “First Payment Date”), and the Employee shall receive any Severance Period Payments that otherwise would have been paid prior to such First Payment Date absent the application of this Section 12 in a lump-sum payment on such First Payment Date. If additional guidance is issued under, or modifications are made to, Section 409A of the Code or any other law affecting payments to be made under this Agreement, the Employee agrees that the Company may take such reasonable actions and adopt such amendments as the Company believes are necessary to ensure continued compliance with the Code, including Section 409A thereof. However, the Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be in compliance with Section 409A, and the Employee shall be responsible for obtaining his own tax advice with regard to such matters.
13. Notice. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) by hand (with written confirmation of receipt), (b) by registered mail, return receipt requested, or (c) by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate address set forth below (or to such other address as a party may designate by notice given in accordance herewith).
13.1 For notices and communications to the Company, to the address of the Company’s principal executive office and to the attention of the Company’s Chief Legal Officer.
13.2 For notices and communications to the Employee, to the Employee’s most recent address or e-mail address on file with the Company. Any party hereto may, by notice to the other, change its address for receipt of notices hereunder.
14. No Modification. No modification to any term or provision contained in this Agreement shall be binding upon any party unless made in writing and signed by both parties.
15. Severability. If any provision of this Agreement is held to be unenforceable for any reason, all of the remaining parts of the Agreement shall remain in full force and effect.
16. No Assignment. Employee has not assigned any portion of the Employee’s Released Claims to any third party.
17. Governing Law; Arbitration. This Agreement shall be subject to the provisions of Section 13.1 of the Employment Agreement.
18. Integration. This Agreement and the Additional Release contain the entire agreement between the parties hereto and, except as expressly referenced herein, supersedes any and all prior agreements, arrangements, negotiations, discussions or understandings between or among the parties hereto relating to the subject matter hereof. No oral understanding, statements, representations, promises or inducements contrary to the terms of this Agreement or the Additional Release exist. This Agreement cannot be changed, in whole or in part, or terminated unless in writing signed by the parties to this Agreement. Other than these exceptions noted herein and the provisions of the Employment Agreement which survive termination by their express terms (including without limitation Section 12 and the Restrictive Covenants), Employee understands that all prior agreements between Employee and the
Company are terminated and that neither Employee nor the Company has any continuing rights or obligations under any such agreement(s).
19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original. Any counterpart signature transmitted by facsimile or by sending a scanned copy by email or similar electronic transmission shall be deemed an original signature.
20. Successors and Assigns. This Agreement shall bind and shall inure to the benefit of the successors and assigns of each party. With respect to Employee, this Agreement shall also bind and inure to the benefit of Employee’s heirs and assigns.
21. Delivery by Facsimile or Email. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or email with scan or facsimile attachment or electronic signature tool such as Docusign, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties (with any costs associated with such request and delivery to be assumed by the requesting party). No party hereto shall raise the use of a facsimile machine or email or electronic signature tool such as DocuSign to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email or electronic signature tool such as DocuSign as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.
22. Survival. The covenants, provisions, terms and conditions of this Agreement shall survive and continue in full force in accordance with their terms notwithstanding the termination of this Agreement and/or the termination of the Employee’s employment regardless of the circumstances of or reason for such termination.
Dated: 3/5/2025 By: /s/ Jack Pestello
Name: Jack Pestello
Advantage Solutions Inc.
Dated: 3/6/2025 By: /s/ David Peacock
Name: David Peacock
Title: Chief Executive Officer
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Docusign Envelope ID: 734D05D2-5686-4791-89CF-924E602BD3AF
Advantage Solutions names Dean General new Chief Operating Officer of Branded Services business segment
Seasoned retail executive with deep experience and connectivity in the retail and consumer goods industry to replace Jack Pestello, who announced his departure.
ST. LOUIS, MARCH 7, 2025 (GLOBE NEWSWIRE) -- Advantage Solutions Inc. (NASDAQ: ADV), a leading provider of business solutions to consumer goods manufacturers and retailers, today announced the appointment of Dean General as the new Chief Operating Officer of its Branded Services business unit effective March 24. General will join the company’s executive leadership team.
General will replace Jack Pestello, who elected to leave Advantage effective May 1 to pursue new leadership opportunities in retail.
General, a seasoned retail executive with more than 30 years of experience at consumer goods companies, will oversee the Advantage business unit that serves as a strategic extension of consumer-packaged goods companies’ sales and marketing teams, with services that include selling to retailers, retail merchandising and omnichannel marketing.
In this role, Dean will lead Advantage’s efforts to leverage its expansive retail connectivity, leading technology and network scale to bring value-added services to clients — guiding how best to perform and pivot to enhance productivity, unlock cash and fuel growth.
“We’re excited to welcome Dean to the team,” said Advantage Solutions CEO Dave Peacock. “Dean’s extraordinary track record driving organizational transformation has helped companies improve capabilities, enhance team and client relationships and drive profitability. I’m confident he will build on our strong foundation and bring new momentum for our Branded Services business at Advantage.”
General joins Advantage from Henkel Consumer Brands where he spent nearly four years as general manager of retailer brands and senior vice president of commercial development, implementing strategies that drove profitable revenue and share growth.
Prior to his time at Henkel, General served as Chief Commercial Officer at Treehouse Foods, where he led the private-brand manufacturer’s commercial transformation, driving profitable revenue and share growth. A dynamic driver of organizational transformation, General also held leadership positions at Newell Brands, The Kraft Heinz Co., Kraft Foods Group, Nabisco and General Mills.
“I am honored and excited for the opportunity to join the Advantage team and build upon its history of extraordinary success helping CPG companies and retailers thrive,” General said. “Advantage is a trusted leader in the industry, and I know first-hand that our CPG clients need, trust and value our best-in-class performance and leading capabilities.”
General earned a Bachelor of Science degree in business from Rider University and holds an Executive Scholar credential from Northwestern University’s Kellogg School of Business.
Pestello, who joined Advantage in 2023, played an integral role in the company’s transformation journey, helping re-segment its business and simplify its operating model.
“Jack has been a trusted partner in streamlining operations across our Branded Services segment amidst an increasingly competitive backdrop, and we wish him the best in his future endeavors,” Peacock said.
About Advantage Solutions
Advantage Solutions is the leading omnichannel retail solutions agency in North America, uniquely positioned at the intersection of consumer-packaged goods (CPG) brands and retailers. With its data- and technology-powered services, Advantage leverages its unparalleled insights, expertise and scale to help brands and retailers of all sizes generate demand and get products into the hands of consumers, wherever they shop. Whether it’s creating meaningful moments and experiences in-store and online, optimizing assortment and merchandising, or accelerating e-commerce and digital capabilities, Advantage is the trusted partner that keeps commerce and life moving. Advantage has offices throughout North America and strategic investments and owned operations in select international markets. For more information, please visit YourADV.com.
Investor Contact:
Ruben Mella
investorrelations@youradv.com
Media Contact:
Peter Frost
press@youradv.com