DEF 14A of KinderCare Learning Companies, Inc.
Filed Apr 21, 2025 · FY20240000950170-25-056279
What vote is required to approve the election of directors (Proposal 1)?
What vote is required to approve the election of directors (Proposal 1)? Director nominees are elected by plurality vote. Therefore, if you do not vote for a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1. What vote is required to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 (Proposal 2)? Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions will have no effect on the outcome of Proposal 2. We do not expect any broker non-votes on Proposal 2.
Election of Directors
Election of Directors Our business operates under the direction of our Board, which currently consists of eight directors. In accordance with our Third Amended and Restated Certificate of Incorporation, our Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2025, 2026, and 2027, respectively. Christine Deputy and Benjamin Russell are the Class I directors whose terms expire at the Annual Meeting. Mr. Russell will not stand for re-election at the Annual Meeting. Our Board has nominated, and stockholders are being asked to elect, Ms. Deputy and Paul Thompson, our Chief Executive Officer, as Class I directors for three-year terms expiring at our 2028 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2028 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. Ms. Deputy currently serves as a director of the Company. The Board is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. The Board recommends a vote FOR the election of each of the nominees as a Class I director for a three-year term.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of April 11, 2025, of individuals who currently serve as directors on our Board or are nominated to be directors on our Board.
BOARD OF DIRECTORS
| Name | Age | Position | | John T. (“Tom”) Wyatt | 69 | Chairman of the Board | | Jean Desravines | 53 | Lead Independent Director | | Paul Thompson | 57 | Chief Executive Officer & Director Nominee | | Christine Deputy | 59 | Director | | Michael Nuzzo | 54 | Director | | Benjamin Russell(1) | 44 | Director | | Joel Schwartz | 56 | Director | | Alyssa Waxenberg | 54 | Director | | Preston Grasty | 35 | Director |
BOARD OF DIRECTORS
(1) Mr. Russell will not stand for re-election at the Annual Meeting.
Class I—Director Nominees for Election to Three-Year Terms Expiring in 2028
Class I—Director Nominees for Election to Three-Year Terms Expiring in 2028 Christine Deputy has served on our Board since 2021. Ms. Deputy is the Chief People Officer at Expedia Group, a travel technology company. Prior to joining Expedia Group, Ms. Deputy served as Chief People Officer or Chief Human Resources Officer at various companies including Pinterest, Inc., Nordstrom, Inc., and Dunkin’ Brands. Ms. Deputy also previously served as Group Human Resources Director at Aviva plc and was the Human Resources Director at Global Retail Banking for Barclays Bank. Ms. Deputy also held various senior roles at Starbucks Corporation, including Vice President, Human Resources Asia Pacific. Ms. Deputy holds a B.A. from George Washington University. We believe that Ms. Deputy is qualified to serve on our board of directors due to her broad global experience in human capital management, business strategy, high growth and mission-driven companies. Paul Thompson has served as our Chief Executive Officer since June 2024. Prior to that, Mr. Thompson served as our President from 2021 to 2024 and as our Chief Financial Officer from 2015 to 2019. Prior to joining the Company, Mr. Thompson worked at Safeway Inc., a retail company, from 2005 to 2015, where he served most recently as a Senior Vice President of Finance. Mr. Thompson holds a B.A. from Gustavus Adolphus College and is a Certified Public Accountant in the state of Minnesota (currently inactive). Mr. Thompson has been nominated to serve on our Board because of his extensive industry and institutional knowledge, operational experience, and continuity that he brings to our Board as our current Chief Executive Officer.
Class II—Directors with Terms Expiring in 2026
Class II—Directors with Terms Expiring in 2026 Michael Nuzzo has served on our Board since 2021. Since October 2022, Mr. Nuzzo has served as Chief Executive Officer of Eyemart Express, a national eyewear retailer and division of VSP Vision Care. From 2019 to August 2022, Mr. Nuzzo served as Executive Vice President, Chief Operating Officer and President of Petco Services at Petco Health & Wellness Company, Inc. (“Petco, Inc.”). From 2015 to 2021, Mr. Nuzzo served as Executive Vice President, Chief Financial Officer at Petco, Inc. and played a key role in the company’s initial public offering in January 2021. Prior to joining Petco, Inc., Mr. Nuzzo served as the Chief Administrative Officer at 4moms, a technology and robotics startup company, from 2014 to 2015. Prior to joining 4moms, Mr. Nuzzo served as the Executive Vice President and Chief Financial Officer for GNC Holdings, Inc., a multinational health and nutrition retailer, from 2008 to 2014, playing a lead role in the company’s initial public offering in 2011. From 1999 to 2008, Mr. Nuzzo served in various senior level finance, retail operations and strategic planning roles with Abercrombie & Fitch Co., a specialty retailer of casual clothing, including Senior Vice President of Corporate Finance from June 2008 to September 2008. Mr. Nuzzo holds a B.A. from Kenyon College and an M.B.A. from the University of Chicago. We believe that Mr. Nuzzo is qualified to serve on our board of directors due to his experience in the areas of finance, marketing, general management and corporate governance. Preston Grasty has served on our Board since 2024. Mr. Grasty is a Senior Investment Leader at Partners Group, where he has been employed since 2018. Prior to joining Partners Group, Mr. Grasty served as an investment professional at Carnelian Energy Capital from 2015 to 2016 and as an investment banker at Credit Suisse from 2014 to 2015. Mr. Grasty holds a B.B.A. and a Masters in Professional Accounting from the University of Texas McCombs School of Business and a M.B.A. from The University of Chicago Booth School of Business. We believe Mr. Grasty is qualified to serve on our board of directors given his experience working alongside management of other portfolio companies and his financial experience. John T. Wyatt has served on our Board since 2012 and has served as Chairman of our board of directors since September 2021. Mr. Wyatt also served as our Chief Executive Officer from 2012 to 2024. Prior to joining the Company, Mr. Wyatt held leadership roles at several consumer-oriented brands, such as Old Navy and Cutter & Buck. Since 2019, Mr. Wyatt has served on the board of directors of Vishal Mega Mart Private Limited, a retail company in India, and from 2010 to 2020, he served on the board of directors of Jack in the Box Inc., a quick service restaurant company. We believe Mr. Wyatt is qualified to serve on our board of directors because of his extensive industry and institutional knowledge, operational experience, and continuity that he brings to our board of directors as our former Chief Executive Officer.
Class III—Directors with Terms Expiring in 2027
Class III—Directors with Terms Expiring in 2027 Jean Desravines has served on our Board since 2021. Mr. Desravines is the Chief Executive Officer at New Leaders, a national education nonprofit organization, where he has been employed since 2006 and chief executive officer since 2011. In his role as Chief Executive Officer at New Leaders, he manages an organization that develops leaders for high-need schools in more than 20 cities and 15 states. Mr. Desravines previously served in senior positions in the New York City Department of Education, including as senior counselor to the chancellor of New York City’s public school system. Since 2018, Mr. Desravines has served on the board of directors of Houghton Mifflin Harcourt Company, a publishing company. In this role, he has served on the audit and compensation committees since 2018 and 2019, respectively. He has also served on the board of trustees of the Moriah Fund, a private foundation dedicated to promoting human rights and social justice, since 2022, and as a director of America Achieves, a national non-profit organization dedicated to workforce development in the United States, since 2015. Mr. Desravines holds a B.A. from St. Francis College and a M.P.A. from New York University. We believe that Mr. Desravines is qualified to serve on our board of directors given his breadth of leadership experience in the education industry as well as his expertise in educational policies and organizational matters. Joel Schwartz has served on our Board since 2015. Mr. Schwartz is a Partner at Partners Group, where he has been employed since 2013. Mr. Schwartz is a leader of the Private Equity Services business unit for Partners Group and Co-Chairman of the Private Equity Direct Services Vertical Investment Committee. Prior to joining Partners Group, Mr. Schwartz served as Managing Director for Goldman Sachs and Angelo, Gordon & Co. and as a Partner at Apax Partners. Mr. Schwartz has served on the board of directors of Premistar, a HVAC maintenance and repair company since, 2021; BluSky Restoration, a restoration and remediation company since 2021; and Foundation Risk Partners, an insurance brokerage company, since 2022. Mr. Schwartz previously served on the board of directors of United States Infrastructure Corp, a utility services company, from 2017 to 2024, Multiplan Inc., a healthcare technology company, from 2014 to 2016, and Varsity Brands Inc., an apparel company, from 2014 to 2018. Mr. Schwartz holds a B.S. and B.A.S from the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe Mr. Schwartz is qualified to serve on our board of directors due to his extensive board experience advising other services-oriented portfolio companies and his business acumen. Alyssa Waxenberg has served our board since 2021. Ms. Waxenberg is the Senior Director of Patient Digital Products & Experience at Quest Diagnostics, a clinical diagnostics services company, where she has been employed since 2021. From 2018 to 2020, Ms. Waxenberg served as the Chief Digital Officer at Independent Pet Partners, a digital, retail, education and services company for pet wellness and from 2017 to 2018, she served as a Director for Watson Marketing at IBM, a technology and data security company. From 2004 to 2016, Ms. Waxenberg held various senior digital roles including the Vice President of the Mobile and Consumer Experience at Starwood Hotels & Resort, a global hospitality company. Ms. Waxenberg holds a B.B.A. from the University of Massachusetts and an M.B.A. from the University of Michigan. We believe that Ms. Waxenberg is qualified to serve on our board of directors given her extensive experience in digital e-commerce development, business operations, consumer marketing and strategic growth across a wide range of industries.
Peer Group
Peer Group In developing our executive pay peer group, the compensation committee took into account a number of factors, including: • Companies with which we compete for executive talent; • Companies with similar scale and complexity (using revenue as the primary indicator); and • Companies with similar business model characteristics (for example, comparably sized education-oriented and retail companies, recurring customer relationships, national operations, multi-site operations, customer age demographics, and other growth indicators). While the board of directors and compensation committee do not establish compensation levels solely based on a review of competitive data, they believe such data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. After considering the above factors, our compensation committee approved the following peer group for Fiscal 2024 compensation decisions:
Peer Group for Fiscal 2024 Pay Decisions
Peer Group for Fiscal 2024 Pay Decisions • Abercrombie & Fitch Co. • American Eagle Outfitters, Inc. • Barnes & Noble Education, Inc. • Bright Horizons Family Solutions Inc. • Chegg, Inc. • The Children’s Place, Inc. • Designer Brands Inc. • Express, Inc.* • Five Below, Inc. • Graham Holdings Company • H&R Block, Inc. • Hibbett Inc.* • JOANN Inc.* Petco Health & Wellness Company, Inc. Sally Beauty Holdings, Inc. Scholastic Corporation • Sportsman’s Warehouse Holdings, Inc. • Stride, Inc. • Urban Outfitters, Inc. • WW International, Inc. • Zumiez, Inc. * Express, Inc., Hibbett Inc., and JOANN Inc. were either acquired or faced bankruptcy subsequent to any data being used for compensation data purposes.
Elements of Our Executive Compensation Program
| Compensation Element | Compensation Objectives Designed to be Achieved and Key Features | | Base Salary | Attract and retain key talent by providing base cash compensation at competitive levels | | Annual Incentive Compensation | Provide short-term incentives based on annual performance | | Long-Term Incentive Compensation | Provide long-term incentives to drive financial and operational performance and align our executives’ interests with our stockholders’ interests, primarily in the form of RSUs and stock options (and, prior to our IPO, in the form of a cash-based LTIP and profits interests (Class B Units), in addition to RSUs and stock options) | | Health and Welfare Benefits | Motivate and reward key talent through the provision of reasonable and competitive benefits | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Retain key talent through the provision of protections in the event of certain qualifying terminations or corporate events |
Annual Incentive Compensation
Annual Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program to motivate our executive officers to achieve our financial and operational objectives and drive performance. For Fiscal 2024, we maintained a cash-based short-term incentive compensation program (“STIP”) in which certain employees, including our named executive officers, participate. Each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary. Annual bonus targets are initially set in connection with an executive officer’s commencement of employment with us, and are thereafter reviewed annually by our compensation committee, taking into account the executive officer’s role and individual performance, internal pay equity considerations, and peer group and survey data. In Fiscal 2024, our named executive officers were eligible to participate in our STIP at the following target percentages of base salary paid for Fiscal 2024. In connection with Mr. Thompson’s promotion to Chief Executive Officer, following our compensation committee’s review of the factors described above, his target STIP was increased from 90% of his base salary to 110% of his base salary, with his actual Fiscal 2024 STIP payout based on his actual base salary for Fiscal 2024 (i.e., reflecting a blended salary based on his pre- and post-increase salary). Mr. Wyatt remained eligible to participate in the Fiscal 2024 STIP, but will not participate in the 2025 STIP. Mr. Amandi and Ms. Harrah did not have an increase to their target STIP from 2023 to 2024.
Annual Incentive Compensation
| Named Executive Officer | Target Percentage | | Paul Thompson | 110% | | Tom Wyatt | 110% | | Tony Amandi | 70% | | Jessica Harrah | 55% |
Annual Incentive Compensation
The STIP program is based on the achievement of certain specified performance targets approved by our compensation committee and board of directors for purposes of the STIP. Consistent with prior years, the financial performance measures for the STIP were adjusted EBITDA and Net Revenue. Our compensation committee selected these performance measures, as well as the funding matrix, because strong adjusted EBITDA and revenue performance is important to our short- and long-term success, and the board of directors approved the target adjusted EBITDA goals (with threshold and maximum goals determined according to the funding matrix). As in prior years, a portion of the STIP is discretionary and non-formulaic and based on achievement of certain strategic initiatives, as well as such other factors the compensation committee deems appropriate. The performance measures, performance targets and potential payouts under the STIP for 2024 were as follows:
Annual Incentive Compensation
| | STIP Adjusted EBITDA ($MM) | Payout for STIP Adjusted EBITDA (% of Target)(1) | Net Revenue ($MM)(2) | Payout for Net Revenue (% of Target)(3) | Other (Strategic Initiatives)(4) | | Weighting | 50% | — | 30% | — | 20% | | Maximum | $415.2 | 200% | $2,860.2 | 200% | 200% | | Target | $346.0 | 100% | $2,724.0 | 100% | 100% | | Threshold | $311.4 | 50% | $2,587.8 | 50% | 50% | | <Threshold | <$311.4 | 0% | <$2,587.8 | 0% | 0% |
Annual Incentive Compensation
For purposes of the STIP, STIP Adjusted EBITDA is defined as Adjusted EBITDA adjusted for (i) non-cash leasehold interests, (ii) non-recurring professional fees incurred for contemplated and completed debt and equity transactions, (iii) long term incentive plans, (iv) board-approved value creation initiatives, (v) loss on closure of centers, (vi) restructuring and business optimization, and (vii) government stimulus funding, net of pass-through and other stimulus related expenses. (2) For purposes of the STIP, Net Revenue is defined as gross revenues, primarily made up of tuition and fees, less all sales discounts which include subsidy discounts (agency mandated or KinderCare discretionary), family discounts (multi-child discounts), staff discounts (employee discounts), marketing and other discounts (any promotional programs and manager discretionary discounts), and tuition benefit discounts (driven by our corporate partners). Net Revenue for purposes of our STIP is calculated in the same manner as Net Revenue as reported in our Annual Report on Form 10-K. (3) Performance achievement is interpolated between targets. (4) The STIP includes a non-formulaic component, which is determined by the board of directors or our compensation committee in their discretion taking into account the achievement of certain strategic initiatives for the fiscal year established at the beginning of the year and such other factors or circumstances as the board of directors or compensation committee determines are relevant. With respect to Fiscal 2024, our compensation committee determined that our Adjusted EBITDA was $319.2 million and, as a result, the STIP Adjusted EBITDA goal was achieved at 61.25% of target, our Net Revenue was $2,663.04 million and, as a result, the Net Revenue goal was achieved at 77.60% of target, and that the strategic initiatives for each named executive officer were achieved at 100.00%, resulting in a payout under the STIP equal to 73.91% of each executive’s target bonus payout, as set forth below:
Annual Incentive Compensation
| Named Executive Officer | % of Target Payout | STIP Bonus Payout ($) | | Paul Thompson | 73.91% | $593,301 | | Tom Wyatt | 73.91% | $792,631 | | Tony Amandi | 73.91% | $271,601 | | Jessica Harrah | 73.91% | $144,300 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Long-Term Incentive Plan We maintain the KinderCare Education LLC Long-Term Incentive Plan (“LTIP”), a cash-based long-term incentive program that provides the opportunity for participating employees to earn cash performance bonuses based on the attainment of specified EBITDA targets over a longer-term (typically 3-year) performance period. All of our named executive officers received an LTIP grant for the fiscal year ended December 30, 2023 (“Fiscal 2023”) (with a performance period of Fiscal 2023 through fiscal year 2025). All of our named executives, with the exception of Mr. Wyatt, received an LTIP grant for Fiscal 2024 (with a performance period of Fiscal 2024 through fiscal year 2026). Fiscal 2023 Awards Our named executive officers were eligible to participate in the LTIP for Fiscal 2023 in amounts ranging from 0 – 200% of their target award values set forth below with respect to the performance period of Fiscal 2023 through fiscal year 2025. Awards may be paid out at 50% for threshold performance, at 100% for target performance, and up to 200% for maximum performance. Performance below the 50% threshold results in no award payout. In connection with Mr. Wyatt’s transition, his Fiscal 2023 LTIP award was amended to prorate payment based on his December 31, 2024 retirement date. The target award value for the Fiscal 2023 LTIP awards for each of our named executive officers is below, the target award value does not reflect the proration of Mr. Wyatt’s award.
Long-Term Incentive Compensation
| Named Executive Officer | Target Award Values ($) | | Paul Thompson | 2,225,000 | | Tom Wyatt | 4,250,000 | | Tony Amandi | 1,050,000 | | Jessica Harrah | 450,000 |
Long-Term Incentive Compensation
The amount of the awards our named executive officers are eligible to earn under the LTIP will be determined by reference to the achievement of cumulative EBITDA for the performance period of Fiscal 2023 through fiscal year 2025. Fiscal 2024 Awards Our named executive officers were eligible to participate in the LTIP for Fiscal 2024 in amounts ranging from 0 – 200% of their target award values set forth below with respect to the performance period of Fiscal 2024 through fiscal year 2026. Awards may be paid out at 50% for threshold performance, at 100% for target performance, and up to 200% for maximum performance. Performance below the 50% threshold results in no award payout. In connection with Mr. Thompson’s promotion, his target LTIP was increased from $2,225,000 to $2,400,000, effective January 1, 2024. Mr. Wyatt did not receive a Fiscal 2024 LTIP due to his planned transition.
Long-Term Incentive Compensation
| Named Executive Officer | Target Award Values ($) | | Paul Thompson | 2,400,000 | | Tony Amandi | 1,050,000 | | Jessica Harrah | 450,000 |
Long-Term Incentive Compensation
The amount of the awards our named executive officers are eligible to earn under the LTIP will be determined by reference to the achievement of cumulative EBITDA for the performance period of Fiscal 2024 through fiscal year 2026. Our compensation committee selected cumulative EBITDA as the performance measure for both the 2023-2025 and 2024-2026 LTIP awards, as well as the funding matrix for the LTIP, because strong EBITDA performance is important to our long-term success, and the board of directors approved the target cumulative EBITDA goal (with threshold and maximum goals determined according to the funding matrix). For purposes of the LTIP, LTIP Adjusted EBITDA is defined as Adjusted EBITDA adjusted for (i) non-cash leasehold interests, (ii) non-recurring professional fees incurred for contemplated and completed debt and equity transactions, (iii) long term incentive plans, (iv) board-approved value creation initiatives, (v) loss on closure of centers, and (vi) restructuring and business optimization.
Equity-Based Compensation
Equity-Based Compensation We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of executives with those of our stockholders. The compensation committee generally determines the size and terms and conditions of equity grants to our executive officers in accordance with the terms of the applicable incentive equity program, except that equity grants for Mr. Thompson and Mr. Wyatt are approved by the board of directors. Prior to our IPO, certain senior employees, including our named executive officers, received long-term incentives in the form of incentive units (or Class B Units) in KC Parent, LP, that were intended to qualify as “profits interests” for U.S. federal income tax purposes and were eligible to vest based on time- and performance-based vesting criteria. The incentive units were an integral part of our private company long-term incentive compensation program from 2015 through our IPO. In March 2024, the Company effected a distribution to KC Parent, LP which in turn effected a distribution to its equityholders, including our named executive officers, in respect of their Class B Units (and any other classes of units held by such named executive officers). In connection with this distribution, our named executive officers received the following amounts as distributions in respect of their Class B Units: Mr. Thompson ($6,027,367), Mr. Wyatt ($17,640,279), Mr. Amandi ($1,726,180) and Ms. Harrah ($407,138). In connection with our IPO, all Class B Units, including those held by our named executive officers, became vested and were converted into shares of our common stock. This vesting and conversion resulted in a large incremental non-cash compensation charge during 2024, as quantified and described in Note 3 to the Summary Compensation Table below. This incremental compensation charge does not reflect value actually received by any of our named executive officers. We currently sponsor the 2022 Incentive Award Plan (the “2022 Plan”), which provides for the issuance of cash and equity incentive awards to our eligible employees, directors and consultants. Our compensation committee determined in consultation with management and Farient to commence granting annual equity awards to key personnel, including our named executive officers, beginning in 2022. Our compensation committee believes that restricted stock units (“RSUs”) and stock options (“Options”) provide meaningful incentives to our executives to achieve increases in the value of our stock over time and promote executive retention over an extended period. To date, we have granted RSUs and Options under the 2022 Plan, including to our named executive officers. In general, the Options and RSUs vest ratably over a period of three to four years from the grant date, subject to the participant’s continued status as a service provider through the applicable vesting dates, and fully accelerate and vest (i) if the executive is terminated from employment due to death or disability, (ii) upon the occurrence of a Change in Control (as defined in the 2022 Plan) if such awards are not assumed by the successor entity or its parent or subsidiary, provided that the executive is employed by the Company on the date of such Change in Control, and (iii) if a Change in Control occurs and the executive is terminated within twelve (12) months following such Change in Control for any reason other than for Cause (as defined in the 2022 Plan), death or disability. Each of our named executive officers has been granted RSUs and Options in prior years, but none during Fiscal 2024. In connection with the March 2024 distribution, the Company approved payments to holders of outstanding RSUs and Options, including our named executive officers, to account for the distribution, which payments were made in June 2024, and in connection with our IPO, the RSUs and Options granted under the 2022 Plan, including to our named executive officers, were automatically converted to relate to shares of our common stock and to be amended to be settled in and exercisable for shares of our common stock following our IPO. The amounts of these distributions are included in the “Bonus” column of our Summary Compensation Table.
Severance and Other Benefits Payable Upon Termination of Employment or Change in Control
Severance and Other Benefits Payable Upon Termination of Employment or Change in Control Certain of our named executive officers are entitled to receive severance benefits upon qualifying terminations of employment pursuant to the Severance Policy and CIC Plan (each, as defined below). See “Potential Payments Upon Termination or Change in Control” for information regarding such benefits.
Equity Grant Policies and Practices
Equity Grant Policies and Practices In Fiscal 2024 we did not grant any Options following our IPO. We made our first annual equity awards as a publicly-traded company on March 14, 2025. In approving such awards, the compensation committee did not take into account any material nonpublic information when determining the timing or terms of the awards and did not time the disclosure of any material nonpublic information for the purpose of affecting the value of executive compensation.
Tax Considerations
Tax Considerations Section 409A of the Internal Revenue Code (the “Code”) Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including Options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, the compensation committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the compensation committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent, but we do not provide any tax “gross ups” in connection with such arrangements. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the requirements of Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” The Company also takes into consideration ASC Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.
Summary Compensation Table
Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 28, 2024, and December 30, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus Awards ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Paul Thompson | 2024 | 779,808 | 749,816 | — | 19,227,835 | 593,301 | 23,786 | 21,374,546 | | Chief Executive Officer | 2023 | 650,000 | — | 136,282 | 236,011 | 815,519 | 20,590 | 1,858,402 | | Tom Wyatt | 2024 | 975,000 | 1,451,646 | — | 55,618,552 | 792,631 | 133,230 | 58,971,059 | | Chairman of the Board and Former Chief Executive Officer | 2023 | 975,000 | — | 262,298 | 452,914 | 1,495,119 | 134,335 | 3,319,666 | | Tony Amandi | 2024 | 525,000 | 350,165 | — | 5,754,395 | 271,601 | 23,583 | 6,924,744 | | Chief Financial Officer | 2023 | 519,231 | — | 63,937 | 110,977 | 507,152 | 24,025 | 1,225,322 | | Jessica Harrah | 2024 | 355,000 | 143,637 | — | 1,434,472 | 144,300 | 14,964 | 2,092,373 | | Chief People Officer | 2023 | 355,000 | — | 26,744 | 46,864 | 602,280 | 16,419 | 1,047,307 |
Summary Compensation Table
(1) Amounts reflect the actual base salary paid to each named executive officer in respect of the applicable fiscal year. (2) For Fiscal 2024, reflects payments made in respect of RSUs and Options in connection with the March 2024 distribution prior to our IPO. (3) For Fiscal 2023, reflects the incremental fair value, computed in accordance with FASB ASC Topic 718, associated with the modification of RSUs in 2023 to provide for cash settlement. The amount included is equal to the difference between the value of the underlying shares on the date of grant and the value of such shares on the date of the modification. The assumptions used to value these awards are included in Note 17 of the consolidated financial statements included with our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The amounts included in his column reflect non-cash compensation charges only and do not represent value actually realized by our named executive officers. None of our named executive officers were granted stock awards in Fiscal 2024 or Fiscal 2023, and there was no modification charge associated with the modification of the RSUs in connection with our IPO to provide for stock settlement. (4) No named executive officer was granted option awards in Fiscal 2024. For Fiscal 2024, reflects the incremental fair value, computed in accordance with FASB ASC Topic 718, associated with the modification of Class B Units of KC Parent, LP in connection with the March 2024 distribution to participate in the distribution and in connection with our IPO to cause the Class B Units to become vested and converted into shares of our common stock. The Class B Units were issued as “profits interests” for U.S. federal income tax purposes and do not require the payment of an exercise price, but rather entitle the holder to participate in our future appreciation from and after the date of grant of the applicable Class B Units. Despite this, for purposes of this table we believe they are most similar economically to Options and are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” For Fiscal 2023, reflects the incremental fair value, computed in accordance with FASB ASC Topic 718, associated with the modification of options in 2023 to provide for cash settlement. The amount included is equal to the difference between the value of the underlying shares on the date of grant and the value of such shares on the date of the modification. The assumptions used to value these awards are included in Note 17 of the consolidated financial statements included with our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The amounts included in his column reflect non-cash compensation charges only and do not represent value actually realized by our named executive officers. None of our named executive officers was granted option awards in Fiscal 2024 or Fiscal 2023, and there was no modification charge associated with the modification of the options in connection with our IPO to provide for stock settlement. Please see subsequent tables for additional detail. Amounts reflect the cash incentive bonuses paid out to each named executive officer in respect of the applicable fiscal year under the STIP and, for Ms. Harrah in Fiscal 2023, $330,092 earned under the LTIP for the performance period of fiscal year 2021 through Fiscal 2023. See “Elements of Our Executive Compensation Program—Annual Incentive Compensation” and “Long-Term Incentive Plan” for more information. All Other Compensation for Fiscal 2024 includes:
Summary Compensation Table
| Name | Matching Contributions on Deferred Compensation ($) | Executive Life Insurance Premiums ($) | Benefit Premium Payments ($) | Other Benefits ($) | Total ($) | | Paul Thompson | 15,596 | 8,190 | — | — | 23,786 | | Tom Wyatt | 50,521 | 26,760 | 55,949 | — | 133,230 | | Tony Amandi | 20,643 | 2,940 | — | — | 23,583 | | Jessica Harrah | 12,544 | 2,420 | — | — | 14,964 |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during Fiscal 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during Fiscal 2024.
Grants of Plan-Based Awards in Fiscal 2024
| | | Estimated Future Payouts Under Non-Equity Plan Awards | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Paul Thompson | 2/29/24(2) | 4,812,500 | 962,500 | 1,925,000 | — | | | 2/29/24(3) | 1,200,000 | 2,400,000 | 4,800,000 | — | | | | | | | 19,227,835 | | Tom Wyatt | 2/29/24(2) | 536,250 | 1,072,500 | 2,145,000 | — | | | | | | | 55,618,552 | | Tony Amandi | 2/29/24(2) | 183,750 | 367,500 | 735,000 | — | | | 2/29/24(3) | 525,000 | 1,050,000 | 2,100,000 | — | | | | | | | 5,754,395 | | Jessica Harrah | 2/29/24(2) | 110,000 | 220,000 | 440,000 | — | | | 2/29/24(3) | 225,000 | 450,000 | 900,000 | — | | | | | | | 1,434,472 |
Grants of Plan-Based Awards in Fiscal 2024
(1) None of our named executive officers received any stock awards or option awards during Fiscal 2024. The amount listed in this represents the incremental fair value, computed in accordance with FASB ASC Topic 718, associated with the modification of Class B Units of KC Parent, LP, as described in further detail in footnote 4 to the Summary Compensation Table above. (2) Represents the threshold, target and maximum payout opportunities for each of our named executive officers under the STIP with respect to Fiscal 2024. The board of directors determined based on the STIP achievement that payments with respect to Fiscal 2024 would be equal to 73.9% of the executives’ target bonus opportunity for such fiscal year under the STIP. Represents the threshold, target and maximum payout opportunities for our named executive officers under the LTIP with respect to Fiscal 2024 (for the Fiscal 2024 through fiscal year 2026 performance period).
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information with respect to outstanding Options and RSUs for each of our named executive officers as of December 28, 2024.
Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Paul Thompson | 2/23/22(1) | 83,023 | 37,737 | 20.61 | 2/23/32 | — | — | | | 2/23/22(1) | — | — | — | — | 16,874 | 300,526 | | | 5/17/22(2) | 87,268 | 43,635 | 21.70 | 5/17/32 | — | — | | | 5/17/22(2) | — | — | — | — | 20,554 | 366,067 | | Tom Wyatt | 2/23/22(1) | 158,582 | 72,083 | 20.61 | 2/23/32 | — | — | | | 2/23/22(1) | — | — | — | — | 32,232 | 574,052 | | | 5/17/22(2) | 170,883 | 85,442 | 21.70 | 5/17/32 | — | — | | | 5/17/22(2) | — | — | — | — | 40,247 | 716,799 | | Tony Amandi | 2/23/22(1) | 39,179 | 17,809 | 20.61 | 2/23/32 | — | — | | | 2/23/22(1) | — | — | — | — | 7,963 | 141,821 | | | 5/17/22(2) | 40,388 | 20,194 | 21.70 | 5/17/32 | — | — | | | 5/17/22(2) | — | — | — | — | 9,512 | 169,409 | | Jessica Harrah | 2/23/22(1) | 16,791 | 7,632 | 20.61 | 2/23/32 | — | — | | | 2/23/22(1) | — | — | — | — | 3,412 | 60,768 | | | 5/17/22(2) | 15,920 | 7,961 | 21.70 | 5/17/32 | — | — | | | 5/17/22(2) | — | — | — | — | 3,750 | 66,788 |
Outstanding Equity Awards at Fiscal Year-End Table
(1) For the Options and RSUs with a grant date of February 23, 2022, twenty-five percent (25%) of the award vests on the first anniversary of the grant date and the remaining award vests ratably on each quarterly anniversary thereafter, such that a hundred percent (100%) of the award will be fully vested on the fourth anniversary of the grant date, generally subject to the executive’s continued status as a service provider through the applicable vesting dates. The market value of the RSUs is based on the closing price on December 27, 2024, the last trading day of Fiscal 2024. (2) For the Options and RSUs with a grant date of May 17, 2022, one-third (1/3) of the award vests on the first anniversary of the grant date and the remaining award vests ratably on each annual anniversary thereafter, such that a hundred percent (100%) of the award will be fully vested on the third anniversary of the grant date, generally subject to the executive’s continued status as a service provider through the applicable vesting dates. The market value of the RSUs is based on the closing price on December 27, 2024, the last trading day of Fiscal 2024.
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(3) | | Paul Thompson | 7,047,615 | 16,784,684 | 34,054 | 763,879 | | Tom Wyatt | 20,091,902 | 48,196,440 | 66,032 | 1,481,392 | | Tony Amandi | 3,622,600 | 5,577,927 | 15,883 | 356,243 | | Jessica Harrah | 1,131,697 | 1,432,226 | 6,480 | 145,290 |
Option Exercises and Stock Vested in Fiscal 2024
Each executive officer held Class B Units that vested during Fiscal 2024. All Class A Units and Class B Units of KC Parent were converted into shares of our common stock in connection with our IPO. The number of shares listed in this table is the number of Class B Units that vested during Fiscal 2024. No executive officer exercised Options during Fiscal 2024. Reflects the value of Class B Units, as of the time of vesting, that vested during Fiscal 2024 based on the initial stock price upon our IPO. (3) Represents the number of shares of our common stock subject to RSUs that vested and were settled during Fiscal 2024 (or, for cash-settled RSUs, the number of RSUs that were settled in cash during Fiscal 2024) based on the initial stock price upon our IPO (or the amount paid for cash-settled RSUs).
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table We maintain a nonqualified deferred compensation plan for a select group of our highly compensated employees, in which all of our named executive officers are eligible to participate. For additional information on such arrangements, see “Elements of Our Executive Compensation Program—Deferred Compensation and Other Retirement Benefits” above. The following table contains information regarding the nonqualified deferred compensation plan.
Nonqualified Deferred Compensation Table
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) (2)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Paul Thompson | 93,577 | 15,596 | 57,409 | — | 694,995 | | Tom Wyatt | 1,555,901 | 50,521 | 214,639 | — | 5,060,670 | | Tony Amandi | 92,894 | 20,643 | 73,700 | — | 619,480 | | Jessica Harrah | 43,903 | 12,544 | 42,304 | | 349,226 |
Nonqualified Deferred Compensation Table
(1) The Company made contributions on behalf of each of the named executive officers to the plan during Fiscal 2024. (2) Reflects the amount of the aggregate interest or other earnings accrued during the last fiscal year. These amounts do not represent above-market earnings and thus are not reported in the Summary Compensation Table.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In this section, we describe payments that may be made to our named executive officers upon several events of termination, assuming the termination event occurred on the last day of Fiscal 2024.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see the “Executive Compensation” above.
Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for the Principal Executive Officer (“PEO”)(1) | Summary Compensation Table Total for former PEO(2) | Compensation Actually Paid to PEO(3) | Compensation Actually Paid to Former PEO(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(5) | Average Compensation Actually Paid to Non- PEO Named Executive Officers(6) | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income(9) (in thousands) | Adjusted EBITDA (10) (in thousands) | | 2024 | $21,374,546 | $58,971,059 | $17,785,846 | $48,042,419 | $4,504,277 | $4,423,340 | $68 | $119 | $(92,840) | $298,123 |
Pay Versus Performance
(1) The amounts reported in this column represent the amounts of total compensation reported for Mr. Thompson for Fiscal 2024 in the “Total” column of the Summary Compensation Table. (2) The amounts reported in this column represent the amounts of total compensation reported for Mr. Wyatt for Fiscal 2024 in the “Total” column of the Summary Compensation Table. (3) The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Thompson, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Thompson during Fiscal 2024 and were not considered by the Compensation Committee at the time it made decisions with respect to Mr. Thompson’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Thompson’s total compensation for Fiscal 2024 to determine the compensation actually paid to him for such year for purposes of Item 402(v):
Pay Versus Performance
| Calculation of “Compensation Actually Paid” to Mr. Thompson | 2024 | | Reported Summary Compensation Table (“SCT”) Total for Mr. Thompson | $21,374,546 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $(19,227,835) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | $— | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | $(11,460,929) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $20,759,055 | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | $(436,175) | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | $— | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | $6,777,184 | | Compensation Actually Paid to Mr. Thompson | $17,785,846 |
Pay Versus Performance
The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Wyatt, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wyatt during Fiscal 2024 and were not considered by the Compensation Committee at the time it made decisions with respect to Mr. Wyatt’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Wyatt’s total compensation for Fiscal 2024 to determine the compensation actually paid to him for such year for purposes of Item 402(v):
Pay Versus Performance
| Calculation of “Compensation Actually Paid” to Mr. Wyatt | 2024 | | Reported SCT Total for Mr. Wyatt | $58,971,059 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $(55,618,552) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | $— | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | $(33,241,292) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $59,683,701 | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | $(844,422) | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | $— | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | $19,091,924 | | Compensation Actually Paid to Mr. Thompson | $48,042,419 |
Pay Versus Performance
The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table for Fiscal 2024. The non-PEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: Mr. Amandi and Ms. Harrah. (6) The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO Named Executive Officers as a group during Fiscal 2024 and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of our non-PEO Named Executive Officers. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO Named Executive Officers as a group for Fiscal 2024 to determine the compensation actually paid:
Pay Versus Performance
| Calculation of “Compensation Actually Paid” to Non-PEO Named Executive Officers (“NEOs”) | 2024 | | Reported SCT Average of Total for Non-PEO NEOs | $4,508,558 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $(3,594,434) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | $— | | Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year | $(1,822,256) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $4,161,549 | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end | $(143,638) | | Fair value (as of the end of the prior year) of previously-granted equity awards that failed to meet vesting conditions in the year | $— | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | $1,313,560 | | Compensation Actually Paid to Non-PEO NEOs | $4,423,340 |
Pay Versus Performance
(7) The amounts reported in this column represent cumulative TSR of the Company under SEC rules from October 9, 2024, the first trading day of our common stock following our IPO, through December 27, 2024, the last trading day for Fiscal 2024. (8) The amounts reported in this column represent the peer group TSR under SEC rules from October 9, 2025, the first trading day of our common stock following our IPO, through December 27, 2024, the last trading day for Fiscal 2024. The peer group used for this purpose is the S&P Composite 1500 Education Services. The dollar amounts reported in this column represent the amount of net income reflected in the Company’s audited financial statements for the current fiscal year. The amounts reported in this column represent Adjusted EBITDA, which is calculated by adding or subtracting specific adjustments to EBITDA to normalize earnings and reflect our core operating performance. Adjusted EBITDA represents the most important financial performance measure used by us to link Compensation Actually Paid (“CAP”) to our NEOs, including our PEO, to our performance for the most recently completed fiscal year. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see Appendix A of this Proxy Statement.
Pay Versus Performance: Relationship Disclosure
Pay Versus Performance: Relationship Disclosure KinderCare has only one year of CAP as a publicly-traded company and, as of December 27, 2024, an approximately 3-month trading history. This limits our narrative description regarding the relationships of CAP to various performance measures. We expect to further expand our narrative descriptions regarding CAP and performance measures in future years. The Pay versus Performance table above illustrates the following: ▪ In the approximately 3-month trading history of KinderCare as a public company through December 27, 2024, KinderCare had TSR of -32% and the peer group had TSR of 19% over the same period. ▪ 2024 CAP for both PEOs and our non-PEO NEOs is lower than Summary Compensation Table total compensation because our stock price decreased 32%, and a significant proportion of PEO and non-PEO NEO pay is in the form of stock-based compensation. ▪ KinderCare’s 2024 net income was a loss of $92.8 million. Because we have only one year of CAP, we do not yet have a year-over-year comparison of CAP versus changes in net income. KinderCare’s 2024 Adjusted EBITDA increased to $298 million from $266 million in 2023. Because we have only one year of CAP, we do not yet have a year-over-year comparison of CAP versus changes in Adjusted EBITDA.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jean Desravines | 245,000 | 4,611 | 249,611 | | Mike Nuzzo | 235,000 | — | 235,000 | | Christine Deputy | 225,000 | 4,569 | 229,569 | | Alyssa Waxenberg | 210,000 | 1,319 | 211,319 | | Joel Schwartz(3) | — | — | — | | Benjamin Russell(3) | — | — | — | | Preston Grasty(3) | — | — | — |
Director Compensation Table
(1) Amounts reflected in this column include cash fees earned by or paid to each of our directors for services rendered during Fiscal 2024, which include for each director (other than Messrs. Schwartz, Russell and Grasty) cash in the amount of $110,000 in lieu of an equity award. (2) During Fiscal 2024, the amounts reported as “All Other Compensation” consisted of expense reimbursements. (3) Messrs. Schwartz, Russell and Grasty are associated with Partners Group and do not receive additional compensation for their services as directors. Directors who were also executives of the Company were not eligible to receive additional compensation for their services as directors. We entered into offer letters with Mss. Deputy and Waxenberg and Messrs. Desravines and Nuzzo, each dated August 4, 2021. Pursuant to their respective offer letters, Mss. Waxenberg and Deputy and Messrs. Desravines and Nuzzo are entitled to an annual cash stipend of $100,000, to be paid quarterly, and are eligible to receive annual equity grants with a grant date value of $110,000 (prorated for the first year), with respect to which cash payments in lieu of equity awards were made for Fiscal 2024. Further, Ms. Deputy and Messrs. Desravines and Nuzzo are entitled to additional annual cash stipends of $15,000, $35,000 and $25,000 for their positions as Compensation Committee Chair, Lead Independent Director and Audit Committee Chair, respectively. No non-employee director who was serving as of December 28, 2024, held equity awards in the Company. In connection with our 2025 Annual Meeting, we expect to adopt a compensation program for our non-employee directors that consists of annual retainer fees and equity awards.