DEF 14A of Bright Horizons Family Solutions Inc., Apr 22, 2025

DEF 14A of Bright Horizons Family Solutions Inc.

Filed Apr 22, 2025 · FY20240001193125-25-089202

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Currently, Bright Horizons has a classified Board currently consisting of (1) three directors with terms expiring in 2025 (formerly Class III) (the “2025 Class”), (2) four directors with terms expiring in 2026 (formerly Class I) (the “2026 Class”), and (3) three directors with terms expiring in 2027 (formerly Class II) (the “2027 Class”). At the 2024 Annual Meeting, shareholders approved an amendment to the Company’s Certificate of Incorporation to declassify our Board. Starting with this Annual Meeting, each class of nominees will be elected for one-year terms until the Board is fully declassified by 2027. Beginning with the 2027 Annual Meeting, all members of the Board will be required to stand for election each for a one-year term. The Board currently has the following ten members:

  2. ELECTION OF DIRECTORS

    | 2025 Class | 2026 Class | 2027 Class | | • Lawrence M. Alleva | • Stephen H. Kramer | • Julie Atkinson | | • Joshua Bekenstein | • Jennifer Schulz | • Jordan Hitch | | • David H. Lissy | • Cathy E. Minehan(1) | • Mary Ann Tocio | | | • Laurel J. Richie(2) | |

  3. ELECTION OF DIRECTORS

    | (1) On March 26, 2025, Ms. Cathy Minehan announced her retirement from the Board effective on June 3, 2025. |

  4. ELECTION OF DIRECTORS

    | (2) Effective as of June 5, 2024, Laurel J. Richie was reclassified from a 2027 Class director to a 2026 Class director and will stand for reelection at the 2026 Annual Meeting. |

  5. ELECTION OF DIRECTORS

    This year, the three director nominees in the 2025 Class, whose terms expire at this Annual Meeting, will stand for election to a one-year term expiring at the 2026 Annual Meeting. The persons named as proxies will vote to elect Lawrence M. Alleva, Joshua Bekenstein and David H. Lissy as directors unless your proxy is marked otherwise. Each of these nominees has indicated his willingness to serve, if elected, and as of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director. In the event any nominee is unable to serve as a director at the time of the Annual Meeting, the shares of common stock represented by proxies may be voted for a substitute nominee, if any, who may be designated by the Board to fill the vacancy. We seek nominees with established strong professional reputations, business acumen and experience in multi-site operations and/or contracted business services in the child care, employee benefits and work/life solutions industries. We also seek nominees with experience in substantive areas that are important to our business such as international operations; accounting, capital markets; strategic planning and leadership of complex organizations; human resources and development practices; compliance and risk; marketing strategy; and innovation. The nominees have substantial leadership, management, accounting/audit, risk management, finance/capital markets, and industry experience and expertise. The diversity of experience of these nominees, as illustrated by the skills described in their biographies below, help drive our strategic priorities. Each nominee brings a unique perspective to our Board that we believe is invaluable.

  6. ELECTION OF DIRECTORS

    | Nominees for Election |

  7. ELECTION OF DIRECTORS

    The individuals listed below, Lawrence M. Alleva, Joshua Bekenstein and David H. Lissy, have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2026 Annual Meeting and until their successors are duly elected and qualified. All of these directors were previously elected to the Board by shareholders. This year’s nominees are all independent. Each nominee has held senior executive positions in large, complex organizations or with businesses within our industry, and has a broad range of experience that spans different industries and sectors. Each nominee has experience serving on boards and committees of other public companies and possess an understanding of public company corporate governance practices and trends. Our nominees have served the Board previously, which has provided them with significant exposure to both our business and the industry in which we operate. Our nominees bring to our Board a variety of skills, qualifications and viewpoints that both strengthen their ability to carry out their oversight role on behalf of our shareholders and bring richness to Board deliberations.

  8. ELECTION OF DIRECTORS

    | 4 | | | Bright Horizons |

  9. ELECTION OF DIRECTORS

    We believe that all our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes and qualifications for each director in the individual biographies below.

  10. ELECTION OF DIRECTORS

    | Lawrence M. Alleva Age: 75 Director since: 2012 Committees: • Audit Committee, Chair • Compensation Committee | Background: Mr. Alleva is a Certified Public Accountant (inactive) and spent his professional career with PricewaterhouseCoopers LLP (“PwC”), including 28 years as a partner, from 1971 until his retirement in 2010. At PwC he served clients ranging from Fortune 500 and multinational companies to rapid-growth companies pursuing initial public offerings. Mr. Alleva also served in a senior national leadership role for PwC’s Ethics and Compliance Group to manage the design and implementation of best practice procedures, internal controls and monitoring activities, including PwC’s response to inspection reports issued by the Public Company Accounting Oversight Board. Mr. Alleva currently serves as a director and Chair of the audit committees of Adaptimmune Therapeutics PLC (Nasdaq: ADAP), Mersana Therapeutics Inc. (Nasdaq: MRSN) and Galera Therapeutics, Inc. (Nasdaq: GRTX) as well as a member of the Galera Compensation Committee and the Mersana Nominating and Governance Committee. He previously served in a similar capacity as audit Chair for Tesaro Inc. (Nasdaq: TSRO), Mirna Therapeutics, Inc. (Nasdaq: MIRN) and GlobalLogic, Inc. He served as a trustee of Ithaca College for over 20 years, including in the Vice-Chair role for 10 years. Current public company directorships (including Bright Horizons): 4 Qualifications: Mr. Alleva brings valuable experience to the Board through his audit assurance and Sarbanes-Oxley Act expertise, and his professional focus on areas such as corporate governance, business strategy, risk, internal controls and financial reporting best practices. |

  11. ELECTION OF DIRECTORS

    | Joshua Bekenstein Age: 66 Director since: 1986 Committees: • Compensation Committee | Background: Mr. Bekenstein has been a Senior Advisor at Bain Capital LLP (“Bain Capital”) since January 1, 2023. Previously, he was Managing Director at Bain Capital since 1986. Mr. Bekenstein serves as a director of BRP Inc. (TSX: DOO) and Dollarama Inc. (OTC: DLMAF). He previously served on the boards of The Michaels Companies, Inc. (Nasdaq: MIK) until January 2022 and Canada Goose Holdings Inc. (NYSE: GOOS) until September 2023. Current public company directorships (including Bright Horizons): 3 Qualifications: Mr. Bekenstein brings to the Board many years of experience both as a senior executive of a large investment firm and as a director of public companies in various business sectors. |

  12. ELECTION OF DIRECTORS

    | 2025 Proxy Statement | | | 5 |

  13. ELECTION OF DIRECTORS

    | David H. Lissy Age: 59 Director since: 2001 Position: • Chair of the Board | Background: Mr. Lissy is the current Chair of the Board. He served as Executive Chairman of the Company from January 2018 through December 2019 and has served as a director of the Company since 2001. Mr. Lissy served as Chief Executive Officer of the Company from January 2002 to January 2018 and previously served as Chief Development Officer from July 1998 until January 2002 and as Executive Vice President from June 2000 to January 2002. Prior to joining Bright Horizons in 1997, Mr. Lissy served as senior vice president/general manager at Aetna U.S. Healthcare in the New England region. Mr. Lissy has served on the board of Redfin Corporation (Nasdaq: RDFN) since 2018 and as Chair since 2020. He also serves on the boards of private companies BeneLynk, Inc., Benchmark Senior Living, and HopSkipDrive. Mr. Lissy served on the Ithaca College board of trustees from 2011 to 2024, serving as the Chair from 2018 to 2024. Current public company directorships (including Bright Horizons): 2 Qualifications: Mr. Lissy’s deep industry experience including leadership and prior management of the Company and his leadership at many charitable, business services and educational organizations provide him with the considerable experience and breadth of management skills to serve as Chair of the Board. |

  14. ELECTION OF DIRECTORS

    The Company has a majority voting requirement for the uncontested election of directors, which increases our Board’s accountability to our shareholders. A majority of the votes cast at the Annual Meeting will be required for the election of each of the director nominees. A nominee for director will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. Broker non-votes and abstentions are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election of the nominees.

  15. ELECTION OF DIRECTORS

    | ☑ | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES AS DIRECTOR FOR A TERM OF ONE YEAR. |

  16. ELECTION OF DIRECTORS

    | 6 | | | Bright Horizons |

  17. ELECTION OF DIRECTORS

    | Directors Not Standing for Election |

  18. ELECTION OF DIRECTORS

    | Stephen H. Kramer Age: 54 Director since: 2018 Position: • Chief Executive Officer and President | Background: Mr. Kramer has served as Chief Executive Officer and a director of the Company since January 2018 and as President of the Company since January 2016. Mr. Kramer served as the Chief Development Officer from January 2014 until January 2016 and as Senior Vice President, Strategic Growth & Global Operations from January 2010 until December 2013. He served as Managing Director, Europe from January 2008 until December 2009. He joined Bright Horizons in September 2006 through the acquisition of College Coach, which he co-founded and led for eight years. Current public company directorships (including Bright Horizons): 1 Qualifications: Mr. Kramer’s long career with Bright Horizons and his leadership and management of the Company’s day-to-day operations and strategic direction provides the Board with a deeper understanding of the Company’s business processes, strategic plan and operations making him a necessary and vital member of the Board. |

  19. ELECTION OF DIRECTORS

    | Jennifer Schulz Age: 54 Director since: 2024 Committees: • Compensation Committee (effective June 3, 2025) | Background: Ms. Schulz currently serves as Chief Executive Officer and a member of the board of directors of Lyra Health, Inc. Prior to joining Lyra in January 2025, Ms. Schulz served as Chief Executive Officer of Experian North America between April 2022 and January 2025 where she also served on the Operating Committee. Prior to serving as Chief Executive Officer of Experian North America, she served as Group President for the North American Health, Automotive, Data Quality (EDQ). Ms. Schulz initially joined Experian in November 2013 and served as global lead for Women in Experian. Prior to joining Experian, Ms. Schulz was Senior Vice President of global product strategy, innovations and e-commerce for Visa, Inc. Previous roles include managing Visa’s global consumer credit products, strategy for Visa’s processing business and leading the technology organization’s strategic planning function. Ms. Schulz previously served on the Board of Directors for Leaf Group Ltd. (NYSE: LEAF) until June 2021. Current public company directorships (including Bright Horizons): 1 Qualifications: Ms. Schulz has over twenty-five years of global executive, leadership and operational experience in the e-commerce, digital marketing and payments industries making her an essential member of the Board. |

  20. ELECTION OF DIRECTORS

    | Laurel J. Richie Age: 66 Director since: 2019 Committees: • Nominating and Corporate Governance Committee, Chair • Audit Committee | Background: Ms. Richie served as President of the Women’s National Basketball Association LLC (“WNBA”), from May 2011 to November 2015. Prior to her appointment in 2011 to the WNBA, she served as Chief Marketing Officer of Girl Scouts of the United States of America from 2008 to 2011. From 1984 to 2008, she held various positions at Ogilvy & Mather, including Senior Partner and Executive Group Director and founding member of the agency’s Diversity Advisory Board. Ms. Richie is a former trustee of the Naismith Basketball Hall of Fame and Dartmouth College where she served as Chair of the board from 2017 to 2021. She currently serves as a director of Synchrony Financial (NYSE: SYF) and as a member of their Management Development and Compensation Committee and Nominating and Corporate Governance Committee, and she serves as a director of Hasbro, Inc. (Nasdaq: HAS) and as a member of their Compensation Committee and Nominating, Governance and Social Responsibility Committee. She also serves as a leadership consultant to Fortune 100 C-suite executives on matters of personal leadership and corporate culture. Current public company directorships (including Bright Horizons): 3 Qualifications: Ms. Richie’s executive management and leadership experience, her strategic and operational expertise, her considerable background in communications, brand development and marketing and her experience serving on Governance and Social Responsibility Committees make her a key member of the Board. |

  21. ELECTION OF DIRECTORS

    | 2025 Proxy Statement | | | 7 |

  22. ELECTION OF DIRECTORS

    | Cathy E. Minehan Age: 78 Director since: 2016 Committees: • Audit Committee | Background: Ms. Minehan has been the Managing Director of Arlington Advisory Partners LLC, a private company, since 2016. Ms. Minehan retired as Dean of the School of Management of Simmons College in June 2016 having held that position since August 2011. Ms. Minehan retired from the Federal Reserve Bank of Boston in July 2007, after serving 39 years with the Federal Reserve System. From July 1994 until her retirement, she was the President and Chief Executive Officer of the Federal Reserve Bank of Boston and served on the Federal Open Market Committee. She also was the first Vice President and Chief Operating Officer of the Federal Reserve Bank of Boston from July 1991 to July 1994. Ms. Minehan currently serves on the board of directors and as Chair of the audit committee of MITRE, a federally funded research and development corporation. She is also a trustee of the Brookings Institution, an honorary trustee and Chair of the Nominations and Governance Committee of Massachusetts General Hospital’s board of trustees, a member of the Institutional Conflict Committee of Partners Healthcare System, co-chair of the Boston Women’s Workforce Council, past chair of the board of the Museum of Fine Arts Boston, president of the National Association of Corporate Directors New England Chapter and Vice-Chair of WGBH. She previously served on the board of directors of Visa, Inc. (NYSE: V) and as a member of its Audit Committee and the board of directors of MassMutual Life Insurance Company. Ms. Minehan is also a member of the University of Rochester’s board of trustees and is an elected fellow of the American Academy of Arts and Sciences. Current public company directorships (including Bright Horizons): 1 Qualifications: Ms. Minehan, through her past leadership roles, her financial knowledge and her experience with risk management issues and best practices for audit committees and boards as well as her long-tenure with the Federal Reserve System, lends considerable financial, risk management, policy-making and operational expertise to the Board. Retirement: Ms. Minehan announced she will retire from the Board effective June 3, 2025. The Board thanks Ms. Minehan for her nearly ten years of dedicated service. |

  23. ELECTION OF DIRECTORS

    | Julie Atkinson Age: 51 Director since: 2017 Committees: • Nominating and Corporate Governance Committee | Background: Ms. Atkinson served as Chief Marketing Officer for Chopt Creative Salad Company from October 2019 to January 2023. She previously served as Senior Vice President, Global Digital at Tory Burch LLC from February 2017 to February 2018. Prior to joining Tory Burch, Ms. Atkinson served in various leadership roles at Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), most recently as Senior Vice President, Global Digital from November 2014 to January 2017 and as Vice President of Global Online Distribution from September 2012 until November 2014. Prior to joining Starwood, Ms. Atkinson held multiple roles at Travelocity including marketing and operations. Ms. Atkinson served on the board of directors of Ventoux CCM (Nasdaq: VTAQU) between December 2020 and September 2022. Current public company directorships (including Bright Horizons): 1 Qualifications: Ms. Atkinson’s valuable experience and background in marketing, digital growth strategy, operations and e-commerce make her an important resource for the Board. |

  24. ELECTION OF DIRECTORS

    | 8 | | | Bright Horizons |

  25. ELECTION OF DIRECTORS

    | Jordan Hitch Age: 58 Director since: 2008 Committees: • Compensation Committee, Chair • Nominating and Corporate Governance Committee | Background: Mr. Hitch is currently an active private investor in a wide range of early stage growth companies and renewable infrastructure projects. Previously, Mr. Hitch was a Managing Director at Bain Capital for 18 years. Mr. Hitch served as a Senior Advisor to Bain Capital following his departure from the firm in 2015 until 2017. Prior to joining Bain Capital, Mr. Hitch was a consultant at Bain & Company where he worked in the financial services, healthcare and utility industries. Mr. Hitch currently serves on the board of directors of Burlington Stores, Inc. (NYSE: BURL) and as Chair of their Compensation Committee. Current public company directorships (including Bright Horizons): 2 Qualifications: Mr. Hitch’s significant professional experience in, and knowledge of, corporate finance, strategic development and capital markets strengthen the collective qualifications, skills and experience of the Board. |

  26. ELECTION OF DIRECTORS

    | Mary Ann Tocio Age: 77 Director since: 2001 Committees: • Audit Committee (effective June 3, 2025) | Background: Ms. Tocio served as Chief Operating Officer of the Company from 1993 and as President and COO from June 2000 until her retirement in June 2015. Ms. Tocio joined Bright Horizons in 1992 as Vice President and General Manager of Child Care Operations. Ms. Tocio has more than 30 years of experience managing multi-site service organizations, more than 20 years of which were with the Company. She was previously the Senior Vice President of Operations for Health Stop Medical Management, Inc. Ms. Tocio currently serves as a member of the board of directors of Burlington Stores, Inc. (NYSE: BURL) and as a member of their Compensation Committee and Chair of their Nominating and Governance Committee. She previously served on the board of 1Life Healthcare, Inc. (NASDAQ: ONEM) from September 2021 to February 2023 and the board of Civitas Solutions, Inc. (The MENTOR Network) (NYSE: CIVI) from October 2015 to March 2019. Current public company directorships (including Bright Horizons): 2 Qualifications: Ms. Tocio’s significant leadership and operational experience, including as former President and Chief Operating Officer of the Company, and her expertise with managing complex and growing organizations as well as other public company board experience render her an invaluable resource as a director. |

  27. ELECTION OF DIRECTORS

    | 2025 Proxy Statement | | | 9 |

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s director compensation program for non-employee directors, as further described below, is intended to be competitive in attracting and recruiting new Board candidates, as well as retaining current Board members, and to align our directors’ interests with those of our shareholders. During 2024, the Compensation Committee reviewed the overall compensation program for the Board, which was last reviewed and approved in 2016, and engaged an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to review the program and make recommendations to better align the program with market practice. In keeping with the Company’s overall compensation philosophy and with input from Meridian comprising market trends, including general market studies, the Compensation Committee recommended changes to the Board compensation program to better reflect market practice and the Board approved a new compensation package for non-employee directors effective January 1, 2025. In connection with the engagement of Meridian, the Compensation Committee determined that Meridian and the individual Meridian consultants that work with the Compensation Committee are independent and do not have any economic interests in or other relationships with the Company or the Compensation Committee members that would conflict with their obligation to provide the Compensation Committee with impartial and objective advice.

  29. DIRECTOR COMPENSATION

    | Annual Cash Compensation |

  30. DIRECTOR COMPENSATION

    Our non-employee directors received during 2024, and effective January 1, 2025 currently receive, the below annual retainers for their service on the Board and Board committees. If a non-employee director does not serve on the Board or committee for the full year, the Board and any applicable committee retainers and equity grants, as described below, are generally pro-rated.

  31. DIRECTOR COMPENSATION

    | | 2025 Board Compensation Program | | 2024 Board Compensation Program(1) | | | Board | Chair(2) | Member | Chair(2) | Member | | Annual Retainer | $175,000 | $75,000 | $225,000 | $50,000 | | Committee | Chair(3) | Member | Chair(3) | Member | | Audit Committee | $25,000 | $12,500 | $25,000 | $10,000 | | Compensation Committee | $15,000 | $10,000 | $15,000 | $7,500 | | Nominating and Corporate Governance Committee | $15,000 | $10,000 | $10,000 | $5,000 | | Special Committee | $5,000 | $5,000 | $5,000 | $5,000 |

  32. DIRECTOR COMPENSATION

    | (1) Reflects amounts paid to non-employee directors for the year ended December 31, 2024 as reflected in the “2024 Director Compensation” table below. |

  33. DIRECTOR COMPENSATION

    | (2) The Board Chair fee is in recognition of the leadership, expertise, and industry experience that Mr. Lissy brings to the role as well as his counsel and assistance on various strategic initiatives. Mr. Lissy does not receive an additional Board member retainer. |

  34. DIRECTOR COMPENSATION

    | (3) Committee Chairs do not receive an additional committee member retainer. |

  35. DIRECTOR COMPENSATION

    | Annual Equity Grant |

  36. DIRECTOR COMPENSATION

    Starting this Annual Meeting, each non-employee director will receive an annual equity grant of restricted stock units (“Director RSUs”) valued at $125,000. The number of Director RSUs are determined by dividing the grant value by the closing price of the Company’s common stock on the NYSE on the date of grant. Director RSUs are fully vested on the grant date and settled on the earliest of (1) the director’s termination of service as a member of the Board, (2) the fifth anniversary of the grant date, or (3) a change of control of the Company. Under the prior Board compensation program applicable to fiscal year 2024, non-employee directors received an annual equity grant valuated at $100,000 and our Chair received an annual equity grant valued at $150,000.

  37. DIRECTOR COMPENSATION

    | Expense Reimbursements |

  38. DIRECTOR COMPENSATION

    The Company reimburses Board members for reasonable out-of-pocket expenses incurred in attending Board and Board committee meetings.

  39. DIRECTOR COMPENSATION

    | 10 | | | Bright Horizons |

  40. DIRECTOR COMPENSATION

    | Stock Ownership Guidelines |

  41. DIRECTOR COMPENSATION

    The Board has adopted minimum stock ownership guidelines for non-employee directors. Non-employee directors are expected to own Company shares with a market value equal to five times (5x) the annual Board cash retainer and have five years from the date of their appointment to the Board to achieve this threshold. As of December 31, 2024, each of our non-employee directors have met or exceeded this stock ownership requirement with the exception of Ms. Schulz who was appointed in September 2024 and has five (5) years from the date of appointment to meet this requirement.

  42. DIRECTOR COMPENSATION

    | 2024 Director Compensation |

  43. DIRECTOR COMPENSATION

    The following table sets forth information outlining the compensation earned by our non-employee directors during the year ended December 31, 2024 and reflects the prior Board compensation program in effect during 2024. Compensation for Mr. Kramer in 2024, as Chief Executive Officer, is included in the “Summary Compensation Table” and the supplemental tables under the heading “Executive Compensation” included elsewhere in this Proxy Statement. Mr. Kramer did not receive any additional compensation for serving on the Board during 2024.

  44. DIRECTOR COMPENSATION

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3)(4) | Total ($) | | Lawrence M. Alleva | 82,500 | 100,000 | 182,500 | | Julie Atkinson | 55,000 | 100,000 | 155,000 | | Joshua Bekenstein | 57,500 | 100,000 | 157,500 | | Jordan Hitch | 70,000 | 100,000 | 170,000 | | Dr. Sara Lawrence-Lightfoot(1) | 27,500 | — | 27,500 | | David H. Lissy | 225,000 | 150,000 | 375,000 | | Cathy E. Minehan | 60,000 | 100,000 | 160,000 | | Laurel J. Richie | 70,000 | 100,000 | 170,000 | | Jennifer Schulz(2) | 25,000 | 75,000 | 100,000 | | Mary Ann Tocio | 50,000 | 100,000 | 150,000 |

  45. DIRECTOR COMPENSATION

    | (1) Dr. Lawrence-Lightfoot retired from the Board effective June 5, 2024 and received pro-rata Board and committee fees, but did not receive a grant of RSUs. |

  46. DIRECTOR COMPENSATION

    | (2) Ms. Schulz joined the Board in September 2024 and received pro-rata Board fees for two quarters and a pro-rata equity award of $75,000 in RSUs on September 17, 2024 as compensation for service on the Board from the third quarter 2024 through this Annual Meeting. |

  47. DIRECTOR COMPENSATION

    | (3) Amounts shown reflect the grant date fair value of Director RSUs granted to our non-employee directors in 2024, based on the value of the awards as determined in accordance with FASB ASC Topic 718. Refer to Note 15 to our audited consolidated financial statements included in our 2024 Annual Report for additional information. |

  48. DIRECTOR COMPENSATION

    | (4) The total number of RSUs held by directors are included in the footnotes to the Company’s beneficial ownership table listed under the heading “Stock Ownership Information” included elsewhere in this Proxy Statement. All Director RSUs are fully vested on the grant date and are settled as described above. |

  49. DIRECTOR COMPENSATION

    | 2025 Proxy Statement | | | 11 |

  50. BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

    | • | Assist the Board in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the administration of our benefits and equity-based compensation programs. |

  51. Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

    Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee The Nominating and Corporate Governance Committee is responsible for recommending candidates to stand for election to the Board at the Company’s annual meeting of shareholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings. The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including other Board members and our Chief Executive Officer. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. It is the policy of the Board that directors should possess the highest personal and

  52. Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

    | 22 | | | Bright Horizons |

  53. Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

    professional ethics, integrity and values. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The Nominating and Corporate Governance Committee evaluates each individual in the context of the skills, character, background and expertise of the Board as a whole, with the objective of recommending a group that can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its breadth of experience. The Board seeks the best director candidates based on the skills and characteristics required without regard to race, color, national origin, religion, disability, marital status, age, sexual orientation, gender, gender identity and expression, or any other basis protected by federal, state or local law. The Nominating and Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Proposal 1—Election of Directors.” In early-2024, the Nominating and Corporate Governance Committee retained Spencer Stuart, an executive search and leadership consulting firm, to assist in identifying potential candidates for the Board that resulted in Ms. Schulz joining the Board as a new independent member in September 2024.

  54. Procedures for Recommendation of Director Nominees by Shareholders

    Procedures for Recommendation of Director Nominees by Shareholders The Nominating and Corporate Governance Committee considers properly submitted recommendations for candidates to the Board from shareholders in accordance with our Bylaws. Any shareholder may submit in writing a candidate for consideration for each shareholder meeting at which directors are to be elected by no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting. Any shareholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, and the information required by Section 1.2 of our Bylaws. Recommendations should be sent to c/o Corporate Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, MA 02459. The Nominating and Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The Nominating and Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

  55. Procedures for Recommendation of Director Nominees by Shareholders

    | Majority Voting |

  56. Procedures for Recommendation of Director Nominees by Shareholders

    Our Bylaws include a majority voting requirement for the election of directors at uncontested meetings of shareholders to increase our Board’s accountability to our shareholders. Under the Company’s majority voting standard, a nominee for director in an uncontested election will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (disregarding abstentions and broker non-votes). Directors are elected by plurality vote in a contested election of directors (as defined in our Bylaws). Our Bylaws provide that a director who fails to receive at least the majority of votes cast with respect to his or her election will promptly tender his or her resignation to the Board. Based on a recommendation by the Nominating and Corporate Governance Committee, the Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision, within 90 days following certification of the election results. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board does not accept the resignation, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or earlier resignation or removal.

  57. Procedures for Recommendation of Director Nominees by Shareholders

    | Policies Relating to Directors and Limits on Board Service |

  58. Procedures for Recommendation of Director Nominees by Shareholders

    It is our policy that directors, who are also employees of the Company (other than Chief Executive Officer) shall offer their resignation from the Board at the same time they retire from employment with the Company. In addition, it is our policy that directors who retire or otherwise change from the principal occupation or background association they held when they were originally invited to the Board should provide notice to the Board. The Board does not believe that such directors should necessarily leave the Board, but it is our policy that there should be an opportunity for the Board to review the continued appropriateness of such director’s membership under these circumstances.

  59. Procedures for Recommendation of Director Nominees by Shareholders

    | 2025 Proxy Statement | | | 23 |

  60. Procedures for Recommendation of Director Nominees by Shareholders

    We believe that no director should serve on more than four boards of public companies (including our Board) and that our Chief Executive Officer should serve on no more than two boards of public companies (including our Board). All directors currently comply with these requirements.

  61. Procedures for Recommendation of Director Nominees by Shareholders

    | Current Limits on Board Service | | | | Directors | No more than 4 | ☑ | | Chief Executive Officer | No more than 2 | ☑ |

  62. Procedures for Recommendation of Director Nominees by Shareholders

    Pursuant to our Audit Committee charter and NYSE Rules, members may serve on no more than three separate public company audit committees simultaneously without prior review and determination by the Board that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee. Mr. Alleva, a retired partner at PwC, currently serves on the audit committees of four public companies (including Bright Horizons). The Board, after due consideration of the facts and in light of Mr. Alleva’s dedication to, and stewardship of, the Company’s Audit Committee, has determined that Mr. Alleva’s service on the audit committees of four public companies would not impair his ability to effectively serve on the Company’s Audit Committee.

  63. Procedures for Recommendation of Director Nominees by Shareholders

    | Director Education |

  64. Procedures for Recommendation of Director Nominees by Shareholders

    Our director orientation and continuing education program consists of visits to Bright Horizons centers, 1:1 meetings with senior leaders, background material on the Company, education regarding our Code of Business Conduct and Ethics and other policies and practices relevant to our business and operations, and meetings with, and presentations by, senior management. In addition, we provide updates on relevant topics of interest to the Board. We also encourage directors to attend director education programs sponsored by various educational institutions and all Board members receive a National Association of Corporate Directors membership.

  65. Procedures for Recommendation of Director Nominees by Shareholders

    | Code of Business Conduct and Ethics |

  66. Procedures for Recommendation of Director Nominees by Shareholders

    Bright Horizons demands integrity and is committed to upholding high ethical standards. We have a written Code of Business Conduct and Ethics Applicable to all Directors, Officers and Employees, and a written Code of Ethics for Senior Managers and Financial Management Team, which are designed to ensure that our business is conducted with integrity. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these codes can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.” We intend to disclose any future amendments to, or waivers from, these codes of ethics for Bright Horizons executive officers within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

  67. Procedures for Recommendation of Director Nominees by Shareholders

    | Online Availability of Information and Governance Documents |

  68. Procedures for Recommendation of Director Nominees by Shareholders

    The current versions of our Corporate Governance Guidelines, Code of Business Conduct and Ethics Applicable to all Directors, Officers and Employees, Code of Ethics for Senior Managers and Financial Management Team and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available under “Governance & Responsibility—Governance Documents” on the Investor Relations section of our website at investors.brighthorizons.com. These materials are also available in print free of charge to shareholders upon written request to c/o Corporate Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, MA 02459.

  69. Procedures for Recommendation of Director Nominees by Shareholders

    | 24 | | | Bright Horizons |

  70. Overview of Compensation Program

    Overview of Compensation Program Our NEOs’ compensation is determined by the Compensation Committee and is reviewed annually. Our executive compensation program is designed to attract and retain high-quality leadership and incentivize our executive officers and other key employees to achieve company performance goals and strong individual performance. Our pay-for-performance approach places a greater emphasis on long-term equity incentive grants than on other forms of compensation, reflecting our focus on long-term value creation, and serving to align the interests of our executive officers with those of our shareholders. Our long-term equity incentive program (“LTIP”) consists of equity awards in the form of performance-based restricted stock units (“PRSUs”), time-based restricted stock units (“RSUs”) and stock options. Equity awards under our LTIP seek to align executive compensation to performance by tying the vesting of such equity awards to pre-established Company performance metrics.

  71. 2024 Compensation Highlights

    | • | Maintained the total target annual bonus opportunity for all NEOs, consistent with 2023 levels. |

  72. 2024 Compensation Highlights

    | • | Retained the range of bonus payouts applicable to the 50% portion of the annual bonus award tied to corporate performance, with bonus payouts ranging from 50-100% based on achievement of a percentage of targeted growth over 2023 performance. |

  73. 2024 Compensation Highlights

    | • | Maintained the structure of the LTIP program consistent with 2023 levels with each NEOs’ LTIP award composed of 25% stock options, 25% PRSUs and 50% RSUs by target value. |

  74. 2024 Compensation Highlights

    | • | Maintained equity award target values consistent with 2023 levels for all NEOs. |

  75. Compensation and Governance Best Practices

    | What We Do: | | What We Don’t Do: | | | ☑ | Limit incentive compensation—a 3x cap on the maximum payout of the portion of annual cash bonuses tied to Company performance. | ☒ | No tax gross-ups—we do not provide tax gross-ups to our executive officers. | | ☑ | Maintain stock ownership guidelines—we have robust stock ownership guidelines for directors, our Chief Executive Officer and our other NEOs. | ☒ | No repricing of options—we do not allow repricing of underwater stock options unless approved by our shareholders. | | ☑ | Set challenging performance goals—we set rigorous corporate performance targets for our annual incentive bonuses and PRSUs that we believe motivate our executives to deliver value to our shareholders. | ☒ | No defined benefit pension—we do not maintain a defined benefit pension plan for our executive officers. | | ☑ | Grant performance-based equity and tie incentive compensation to achievement of financial performance metrics—maintain a pay mix weighted to performance-based compensation with both PRSUs and 50% of annual bonus tied to company performance. | ☒ | Restrictions on Dividends and Dividend Equivalents—our Equity Plan prohibits participants from receiving current dividends that are paid before the underlying award vests and is paid. | | ☑ | Minimum vesting requirement—awards granted under the Equity Plan have a one-year minimum vesting requirement (subject to a 5% carve-out). | ☒ | Do not incentivize excessive risk taking—we annually assess our compensation program to mitigate compensation-related risks. | | ☑ | Clawback policy—providing for the mandatory recoupment of erroneously awarded incentive-based compensation received by covered current and former executive officers in the event of an accounting restatement. | ☒ | Limited perks—we provide only modest perquisites to our executive officers and most benefits are available to all eligible employees. | | ☑ | Limits on non-employee director compensation—our Equity Plan contains a separate limit on the value of equity awards and cash fees that may be awarded annually to non-employee directors. | ☒ | Anti-hedging and anti-pledging policy—hedging and pledging transactions are strictly prohibited under our Amended and Restated Insider Trading Policy. | | ☑ | Pre-established equity grant practices—equity awards are granted on a set schedule and we do not consider material non-public information in determining the timing and terms of equity awards. | | |

  76. Compensation Philosophy, Objectives, and Process

    bonus awards and equity awards, and also provides an assessment of each officer’s individual performance. The Compensation Committee considers these recommendations as one factor when making decisions regarding the compensation of these executive officers; however, the Compensation Committee is ultimately responsible for approving executive officer compensation. With respect to our Chief Executive Officer, the Compensation Committee annually reviews and approves the corporate and individual goals relevant to compensation, evaluates performance in light of those goals, and determines and approves compensation based on this evaluation. Role of Compensation Consultant and Benchmarking. The Compensation Committee periodically engages an independent compensation consultant to review the Company’s overall compensation program. However, neither the Company nor the Compensation Committee used a compensation consultant or compensation benchmarking comparison data in determining the compensation to be paid to our NEOs in 2024. The Compensation Committee relied on the factors described in this “Compensation Discussion and Analysis” in making compensation decisions for our NEOs in 2024. The Role of Shareholder Say-on-Pay Vote. Bright Horizons has received strong support for its say-on-pay proposals over the past ten years. The Compensation Committee reviewed the results of the Company’s 2024 Annual Meeting at which the vast majority of our shareholders approved, on an advisory basis, the compensation of our NEOs with approximately 94% of the votes cast voting in favor of the proposal. The Compensation Committee believes this result affirms our shareholders’ support of the Company’s approach to executive compensation. Although the vote is non-binding, the Compensation Committee considered the results of the vote in its review of our executive compensation program. Based on this level of support and its assessment of the efficacy and appropriateness of our executive compensation program, as well as shareholder engagement conducted and feedback previously received, the Compensation Committee did not implement substantial changes to our executive compensation program for 2025.

  77. Elements of Executive Compensation

    | Compensation Element | Compensation Objectives and Approach | | Fixed: Base Salary and Benefits | • Recognizes performance of job responsibilities. • Aims to attract and retain key employees. • Reflects experience and contributions of individual NEOs. • Benefits aligned to those generally available to all eligible employees. | | Incentive: Annual Cash Bonus | • At-risk pay designed to motivate achievement of annual corporate performance goals. • Based on achievement of corporate and individual achievement against stated strategic goals. | | At-Risk: Long-Term Equity Incentive Awards • 50% Time-Based RSUs • 25% Performance-Based RSUs • 25% Stock Options | • Places a greater emphasis on long-term incentive with three-year vesting. • Reflects our focus on long-term value creation and serving to align the interests of our NEOs with those of our shareholders. • PRSUs awarded based on performance of the Company. |

  78. Other NEOs 2024 Pay Mix

    Other NEOs 2024 Pay Mix Our NEOs are also entitled to certain compensation and benefits upon a qualifying termination of employment pursuant to severance agreements, which are more fully described in “Potential Payments Upon Termination or Change of Control” found elsewhere in this Proxy Statement. Salary. Salaries for our NEOs provide a fixed, base level of cash compensation. It is our philosophy to maintain a conservative level of base cash compensation, with greater emphasis placed on short-term and long-term incentive compensation. Salaries are reviewed annually by the Compensation Committee. When reviewing salaries, the Compensation Committee considers factors such as each officer’s experience and individual performance, the Company’s performance as a whole and general industry conditions, but does not assign specific weighting to any factor. Consistent with the philosophy of maintaining a conservative level of base cash compensation, we have generally provided for modest salary increases on an annual basis. In 2024, the Compensation Committee approved an increase of 3.5% in base salaries for our NEOs, which was in line with the U.S. Home Team targeted salary increase of approximately 3.5% to 4.5%. The table below summarizes the salary changes for our NEOs for 2024 as approved by the Compensation Committee:

  79. Other NEOs 2024 Pay Mix

    | Annual Cash Bonus. Our annual cash bonus program under our Annual Incentive Plan was established to promote and reward the achievement of key strategic and business goals as well as individual performance and is designed to motivate our executive officers to meet or exceed annual performance goals and ensure that a portion of each NEOs’ annual compensation is at-risk and dependent on overall company performance. For 2024, 50% of the cash bonus awards granted were based on the achievement of pre-established corporate performance goals and 50% were based on a qualitative assessment of individual performance goals. | |

  80. Other NEOs 2024 Pay Mix

    | Named Executive Officer | 2024 Target Bonus Opportunity (% of salary) | 2023 Target Bonus Opportunity (% of salary) | | Stephen H. Kramer | 145% | 145% | | Elizabeth J. Boland | 100% | 100% | | Mary Lou Burke Afonso | 100% | 100% | | Mandy Berman | 100% | 100% | | Rosamund Marshall | 75% | 75% |

  81. Other NEOs 2024 Pay Mix

    corporate performance portion of the bonus award such that 50% was based on meeting an Adjusted EBITDA target and 50% was based on meeting an Adjusted EPS target. The Compensation Committee established a bonus payout range applicable to the corporate performance portion of the bonus award. Each target corporate performance level represents a growth target of Adjusted EBITDA and a growth target of Adjusted EPS over 2023 performance (each, a “Target”). The Targets were designed to establish a rigorous performance metric that also considered the continuing uncertain operating environment. NEOs were eligible to receive bonus payouts ranging from 50-100% if the Company achieved Adjusted EBITDA and Adjusted EPS of between 25%-100% of the applicable Targets as follows:

  82. Other NEOs 2024 Pay Mix

    | • | Achievement below 25% of respective Targets represents a 0% payout. |

  83. Other NEOs 2024 Pay Mix

    | • | Achievement at 25% of respective Targets represents a 50% bonus payout. |

  84. Other NEOs 2024 Pay Mix

    | • | Achievement between 25%-100% of respective Targets represents a bonus payout on a sliding scale between 50%-100%. |

  85. Other NEOs 2024 Pay Mix

    | • | Achievement at respective Targets equals a 100% bonus payout. |

  86. Other NEOs 2024 Pay Mix

    | • | Outperformance of respective Targets represents a bonus payout on a sliding scale with the maximum amount to be paid capped at three times (300%) the portion of the annual cash bonus based on corporate performance. |

  87. Other NEOs 2024 Pay Mix

    | Adjusted EBITDA(1) Performance | | | Adjusted EPS(1) Performance | | | | Target | Reported 2024 Adjusted EBITDA | % of Target Achieved Above Threshold | Target | Reported 2024 Adjusted EPS | % of Target Achieved Above Threshold | | $421.9M | $409.29M | 76.0% | $3.45 | $3.47 | 104.0% | | Achievement between 25%-100% of Target = Payout on a sliding scale beginning at 50% of bonus. | | | | | | | (1) Adjusted EBITDA and Adjusted EPS are financial measures that are not calculated in accordance with GAAP, which are commonly referred to as “non-GAAP measures.” For 2024, Adjusted EBITDA represents EBITDA (which is net income, as determined in accordance with GAAP, before interest expense, income tax expense, depreciation and amortization) adjusted to exclude the impact of stock-based compensation expense, and non-recurring costs, such as impairment losses and debt refinance costs. We calculate Adjusted EPS based on adjusted net income, which represents net income determined in accordance with GAAP, adjusted to exclude the impact of stock-based compensation expense, amortization, and non-recurring costs, such as impairment losses, debt refinance costs, and the income tax provisions thereon, divided by the diluted weighted average number of our common shares. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition—Non-GAAP Financial Measures and Reconciliation” in our 2024 Annual Report for additional information on Adjusted EBITDA and Adjusted EPS (or diluted adjusted earnings per common share) and a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP. | | | | | |

  88. Other NEOs 2024 Pay Mix

    A weighted average performance achievement as outlined below resulted in the Compensation Committee determination that each NEO earned 47.5% of the 50% portion of the 2024 annual cash bonus award based on corporate performance. 2024 Annual Cash Bonus Payout. During the first quarter of 2025, the Compensation Committee assessed (1) the achievement of individual performance goals for each NEO, including the strategic and operational decisions made to achieve the Company’s financial performance targets and (2) the overall corporate performance achievement. The Compensation Committee has discretion to include, exclude or adjust for certain non-recurring or isolated charges, or to adjust the amount that each NEO earns with respect to his or her annual cash bonus based on other factors it deems appropriate. In 2024, the Compensation Committee approved a modest upward adjustment of 2.5% to align the NEOs 2024 cash bonus payout with the Home Team bonus payout of 100% and in recognition of the overall financial and operating performance in the year.

  89. Other NEOs 2024 Pay Mix

    | Named Executive Officer | Target Bonus Opportunity as % of Salary | Individual Performance (50%) | | Corporate Performance (50%) | | | Weighted Average Total Bonus Earned | Discretionary Adjustment | Actual Bonus Paid as % of Salary | | | | Earned | Weighted Average Achievement | Adjusted EBITDA (25%) | Adjusted EPS (25%) | Weighted Average Achievement | | | | | Stephen H. Kramer | 145% | 100% | 50% | 88.0% | 102.2% | 47.5% | 97.5% | 2.5% | 145% | | Elizabeth J. Boland | 100% | 100% | 50% | 88.0% | 102.2% | 47.5% | 97.5% | 2.5% | 100% | | Mary Lou Burke Afonso | 100% | 100% | 50% | 88.0% | 102.2% | 47.5% | 97.5% | 2.5% | 100% | | Mandy Berman | 100% | 100% | 50% | 88.0% | 102.2% | 47.5% | 97.5% | 2.5% | 100% | | Rosamund Marshall | 75% | 100% | 50% | 88.0% | 102.2% | 47.5% | 97.5% | 2.5% | 75% |

  90. Other NEOs 2024 Pay Mix

    Equity Awards. The largest single component of our executive compensation program consists of annual equity-based awards. Under the Company’s LTIP, our executive officers and other key employees are awarded annual long-term equity incentive awards, including stock options, RSUs, and PRSUs. Each NEOs’ LTIP award for 2024 was composed of 25% stock options, 25% PRSUs and 50% RSUs by target value. The 2024 LTIP awards were granted in February 2024. Prior to 2023, the Company granted long-term equity incentive awards in the form of stock options and/or purchased restricted stock. Under the prior program, executive officers were awarded a choice between stock options and/or purchased restricted stock with purchased restricted stock awards requiring a payment by our executive officers in an amount equal to 50% of the fair market value of the shares on the date of the award. The Compensation Committee believes the LTIP equity awards serve to align the interests of our executive officers with those of our shareholders, encourage retention, promote the successful execution of a longer term growth and performance strategy, and tie additional compensation to performance. We believe the following terms of our LTIP awards align the interests of our executive officers with those of our shareholders:

  91. Other NEOs 2024 Pay Mix

    | ☑ | Performance-Based RSUs | • 25% of the LTIP award is performance-based with a three-year cliff-vesting upon the achievement of the three-year average of annual Adjusted EBITDA growth goals, with such shares being subject to forfeiture in the event the recipient leaves the Company before the vesting date. | | ☑ | 3-Year Vesting for RSUs | • 50% of the LTIP award is RSUs with three-year cliff-vesting, with such shares being subject to forfeiture in the event the recipient leaves the Company before the vesting date. | | ☑ | 3-Year Vesting for Stock Options | • 25% of the LTIP award is stock options vesting in three equal installments on the first, second and third anniversary of grant date, with such unvested options being subject to forfeiture in the event the recipient leaves the Company before the applicable vesting date. • We consider stock options to be performance-based because no value is created unless (1) the value of our common stock appreciates after grant and (2) the same value is created for our shareholders. |

  92. Other NEOs 2024 Pay Mix

    Vesting of Awards. Under the LTIP, RSUs vest in full on the third anniversary of the grant date (subject to continued service with the Company through the vesting date). Stock options vest over three years in three equal installments on the first, second and third anniversaries of the grant date (subject to continued service with the Company through each applicable vesting date). PRSUs vest on the third anniversary of the grant date based on the three-year average of the achievement of annual Adjusted EBITDA growth goals (subject to continued service with the Company through the vesting date). The Compensation Committee applies three-year vesting periods to all LTIP awards to encourage retention and long-term focus on the Company’s overall performance. The performance objectives and the level of achievement for the 2024 PRSUs were set as follows:

  93. Other NEOs 2024 Pay Mix

    | Performance Measure | % of PRSUs Vesting upon Achievement | | | | | Annual Adjusted EBITDA Growth | Less than Threshold | Threshold Payout | Target Payout | Maximum Payout | | | 0% | 50% | 100% | 200% | | Annual Adjusted EBITDA growth is measured annually over the three-year performance period with vesting determined at the end of the performance period based on the average of the annual growth achievement for the performance period. | | | | |

  94. Other NEOs 2024 Pay Mix

    | Named Executive Officer | 2024 Target Value of Equity Awards | 2023 Target Value of Equity Awards | | Stephen H. Kramer | $3,500,000 | $3,500,000 | | Elizabeth J. Boland | $1,100,000 | $1,100,000 | | Mary Lou Burke Afonso | $1,100,000 | $1,100,000 | | Mandy Berman | $1,100,000 | $1,100,000 | | Rosamund Marshall | $750,000 | $750,000 |

  95. Other NEOs 2024 Pay Mix

    Determination of Share Amounts. Under the LTIP, executives are awarded a fixed target dollar value and each NEOs’ LTIP award is composed of 25% stock options, 25% PRSUs and 50% RSUs by target value. The number of shares of our common stock subject to each stock option award is determined based on the target value divided by the Black-Scholes value of an option on the date of grant. The number of shares of RSUs and PRSUs is determined based on the target value divided by the fair market value of a share of common stock on the date of grant. For 2024, the Compensation Committee granted the following awards under the LTIP to our NEOs:

  96. Other NEOs 2024 Pay Mix

    | Named Executive Officer | PRSU Target Value | Target # of PRSUs Granted | RSU Target Value | # of RSUs Granted | Stock Option Target Value | # of Stock Options Granted | | Stephen H. Kramer | $875,000 | 7,566 | $1,750,000 | 15,132 | $875,000 | 17,043 | | Elizabeth J. Boland | $275,000 | 2,378 | $550,000 | 4,756 | $275,000 | 5,356 | | Mary Lou Burke Afonso | $275,000 | 2,378 | $550,000 | 4,756 | $275,000 | 5,356 | | Mandy Berman | $275,000 | 2,378 | $550,000 | 4,756 | $275,000 | 5,356 | | Rosamund Marshall | $187,500 | 1,621 | $375,000 | 3,243 | $187,500 | 3,652 |

  97. Other NEOs 2024 Pay Mix

    U.K.-based Benefits. In 2024, we provided modest supplemental benefits and programs to Ms. Marshall, which are available to executive level managers in the U.K., by virtue of her residence and employment in the U.K. The compensation associated with these supplemental benefits reflect a car allowance, private medical insurance, permanent health insurance (disability) and a cash payment in lieu of group pension contributions as a result of reaching the life-time allowance under the program, and are included in the “Summary Compensation Table.” Change of Control / Severance Agreements. All our NEOs have severance agreements or similar arrangements with the Company, which include severance, change of control, and restrictive covenant provisions. We believe that change of control arrangements provide our executives with security that will likely reduce any reluctance they may have to pursue a change of control transaction that could be in the best interests of our shareholders. We also believe that reasonable severance and change of control benefits are necessary to attract and retain high-quality executive officers. For more information on the severance arrangements with our NEOs, please see the description in “Potential Payments Upon Termination or Change of Control” found elsewhere in this Proxy Statement.

  98. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Policy and Procedures Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information. Bright Horizons grants annual long-term incentive awards, including stock options, RSUs and PRSUs, to certain key employees, including our NEOs. Bright Horizons grants RSUs to certain other employees throughout the year, although we retain the discretion to grant other types of awards to these employees. We grant equity awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time. For long-term incentive awards (which includes stock options) to certain key employees, including our NEOs, those awards are granted no sooner than two business days after the filing of our Annual Report on Form 10-K or Quarterly Report on 10-Q, as applicable. For equity awards granted to certain other employees, we target granting those awards at the end of first week of the second month after quarter ends and no sooner than two days after our earnings release for awards granted in Q2, Q3, and Q4. For awards granted in Q1, we target granting awards during the last week of February or approximately one week after we release our earnings. We retain the right to grant non-routine, off-cycle equity awards when there is a compelling business reason such as a new hire, promotions or identified incentive need. We do not backdate or retroactively grant equity awards. Given that we have a fixed practice regarding the timing of awards and a predetermined schedule, when granting equity awards, we do not consider material non-public information in determining the timing and terms of equity awards and do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions. In addition, the disclosure of material non-public information is not timed to affect the value of equity awards. During the period covered by this report, we have not granted stock options (or option-like instruments) to our NEOs within four business days preceding, or one business day after, the filing of any report on Forms 10-K, 10-Q, or 8-K that disclosed material nonpublic information and that would trigger tabular disclosure under Item 402(x)(2) of Regulation S-K. Clawback Policy. The Board has adopted the Bright Horizons Family Solutions Inc. Compensation Clawback Policy, as amended and restated, that adheres to the listing standards of the NYSE and the rules of the SEC with respect to the mandatory recovery of executive incentive-based compensation. In the event the Company is required to make an accounting restatement, the policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by current or former executive officers during the coverage period to the extent that compensation was based on the attainment of a financial reporting measure. Under the policy, the Compensation Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received had it been calculated based on the restated amounts. A copy of our Compensation Clawback Policy is filed with the SEC as an exhibit to our 2024 Annual Report. Insider Trading Policy and Procedures. We have adopted an amended and restated Insider Trading Policy regarding securities transactions (the “Insider Trading Policy”) that applies to the directors, officers, employees, consultants, and contractors of the Company and its subsidiaries. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable NYSE Rules. A copy of our Insider Trading Policy is filed with the SEC as an exhibit to our 2024 Annual Report.

  99. Risk Assessment of Overall 2024 Compensation Program

    | Summary Compensation Table |

  100. Risk Assessment of Overall 2024 Compensation Program

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Stephen H. Kramer | 2024 | 672,750 | 487,744 | 2,625,024 | 874,988 | 487,744 | 6,013 | 5,154,263 | | Chief Executive Officer and President | 2023 | 650,000 | 471,250 | 2,624,987 | 874,997 | 299,715 | 6,865 | 4,927,814 | | | 2022 | 509,232 | 369,193 | 1,210,814 | 1,089,389 | 73,839 | 6,424 | 3,258,891 | | Elizabeth J. Boland | 2024 | 414,000 | 207,000 | 825,047 | 274,977 | 207,000 | 4,409 | 1,932,433 | | Chief Financial Officer | 2023 | 400,000 | 200,000 | 824,978 | 274,995 | 127,200 | 5,440 | 1,832,613 | | | 2022 | 373,437 | 186,718 | 651,779 | 478,872 | 37,344 | 5,905 | 1,734,055 | | Mary Lou Burke Afonso | 2024 | 414,000 | 207,000 | 825,047 | 274,977 | 207,000 | 7,957 | 1,935,981 | | Chief Operating Officer, | 2023 | 400,000 | 200,000 | 824,978 | 274,995 | 127,200 | 6,252 | 1,833,425 | | North America Center Operations | 2022 | 373,118 | 186,559 | 265,671 | 715,556 | 37,312 | 7,620 | 1,585,836 | | Mandy Berman(*) | 2024 | 414,000 | 207,000 | 825,047 | 274,977 | 207,000 | 9,400 | 1,937,424 | | Chief Operating Officer, Back-up Care and Emerging Care Services | 2023 | 344,000 | 172,000 | 824,978 | 274,995 | 109,392 | 5,365 | 1,730,730 | | Rosamund Marshall(^) | 2024 | 423,240 | 158,715 | 562,522 | 187,494 | 158,715 | 38,979 | 1,529,665 | | Managing Director, International | 2023 | 397,888 | 149,208 | 562,464 | 187,509 | 94,896 | 38,456 | 1,430,421 | | | 2022 | 354,515 | 111,830 | 392,550 | 619,232 | 22,366 | 38,951 | 1,539,444 |

  101. Risk Assessment of Overall 2024 Compensation Program

    | Grants of Plan-Based Awards |

  102. Risk Assessment of Overall 2024 Compensation Program

    | Outstanding Equity Awards at Fiscal Year-End |

  103. Risk Assessment of Overall 2024 Compensation Program

    | Option Exercises and Stock Vested |

  104. Risk Assessment of Overall 2024 Compensation Program

    | Nonqualified Deferred Compensation |

  105. Risk Assessment of Overall 2024 Compensation Program

    | Potential Payments Upon Termination or Change of Control |

  106. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the ratio of the annual total compensation of Stephen H. Kramer, our Chief Executive Officer and President, to the median of the annual total compensation of all employees (other than our Chief Executive Officer). For the year ended December 31, 2024:

  107. CEO PAY RATIO

    | • | the annual total compensation of our Chief Executive Officer, as reported in the “Summary Compensation Table,” was $5,154,263; and, |

  108. CEO PAY RATIO

    | • | the median of the annual total compensation of all employees (other than our Chief Executive Officer) was $33,164 (calculated in the same manner as under the “Summary Compensation Table”). |

  109. CEO PAY RATIO

    Based on this information, the 2024 ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee is estimated to be 155:1. Omitting Mr. Kramer’s 2024 LTIP equity awards, the ratio of our Chief Executive Officer’s $1,654,251 compensation (consisting of salary, bonus and all other compensation) to the equivalent compensation of our median employee is estimated to be 50:1. SEC rules provide that we may use the same median employee for three years before identifying a new median employee provided that during our last completed fiscal year there has been no change in our employee population or compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We do not believe there has been a change in our employee population or compensation arrangements that would significantly change our pay ratio disclosure as compared to the prior year, and we have used the same median employee identified in 2023 to calculate this year’s pay ratio. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our records, the methodology described above and reasonable judgement and assumptions. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for Bright Horizons.

  110. CEO PAY RATIO

    | 2025 Proxy Statement | | | 51 |

  111. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in our “Compensation Discussion and Analysis” above, our Compensation Committee has implemented a compensation program designed to link a substantial portion of our NEOs’ compensation to the achievement of Company performance and to align our executive pay with the interests of our shareholders. Our compensation program aligns executive pay with shareholder interests and links pay to performance through a blend of short- and long-term performance measures.

  112. Pay versus Performance Table

    Pay versus Performance Table The following table sets forth additional compensation information for our principal executive officer (“PEO”), Mr. Kramer, and our NEOs other than Mr. Kramer (“Non-PEO NEOs”), calculated in accordance with applicable SEC rules, for fiscal years 2024, 2023, 2022, 2021 and 2020.

  113. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | Total Shareholder Return (BFAM) (4) | Peer Group Total Shareholder Return (Russell Midcap Growth Index) (4) | Net Income ($) (5) | Adjusted EBITDA ($) (6) | | | | | | | | | (in thousands) | | | 2024 (*) | 5,154,263 | 6,639,460 | 1,833,876 | 2,236,059 | $73.71 | $172.13 | 140,191 | 409,286 | | 2023 (*) | 4,927,814 | 8,111,323 | 1,706,797 | 2,796,763 | $62.67 | $140.97 | 74,223 | 352,117 | | 2022 (*) | 3,258,891 | (3,276,385) | 1,437,903 | (519,387) | $41.97 | $112.00 | 80,641 | 316,994 | | 2021 | 4,237,306 | (70,237) | 1,507,741 | 88,941 | $83.74 | $152.84 | 70,459 | 272,068 | | 2020 | 2,895,627 | 4,888,039 | 1,052,320 | 1,872,690 | $115.09 | $135.59 | 26,992 | 224,396 |

  114. Pay versus Performance Table

    | (*) | Amounts reported for Ms. Marshall are converted from British pounds to U.S. dollars using an average exchange rate of 1.2779 U.S. dollars per 1.00 British pound for 2024, an average exchange rate of 1.2434 U.S. dollars per 1.00 British pound for 2023, and an average exchange rate of 1.2374 U.S. dollars per 1.00 British pound for 2022. |

  115. Pay versus Performance Table

    | (1) Reflects the total compensation reported for our PEO, Mr. Kramer, in the “Summary Compensation Table” for each fiscal year presented. Mr. Kramer served as PEO for each of the covered fiscal years presented. |

  116. Pay versus Performance Table

    | (2) See below for calculation of “compensation actually paid” or “CAP” to the PEO and Non-PEO NEOs. The dollar amounts reported represent the amount of CAP as computed in accordance with applicable SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our PEO or Non-PEO NEOs during the covered fiscal year, but reflect (i) the fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year, (ii) the change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that were outstanding and unvested at the end of the covered fiscal year, and (iii) the change in fair value as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. |

  117. Pay versus Performance Table

    | (3) Reflects the average total compensation reported for our Non-PEO NEOs in the “Summary Compensation Table” for each fiscal year presented. The other NEOs reflected in the columns above represent compensation for the following individuals for each of the years shown: |

  118. Pay versus Performance Table

    2024 - Mandy Berman, Elizabeth Boland, Mary Lou Burke Afonso and Rosamund Marshall. 2023 - Mandy Berman, Elizabeth Boland, Mary Lou Burke Afonso and Rosamund Marshall. 2022 - Elizabeth Boland, Mary Lou Burke Afonso, John Casagrande and Rosamund Marshall. 2021 - Maribeth Bearfield, Elizabeth Boland, Mary Lou Burke Afonso and John Casagrande. 2020 - Maribeth Bearfield, Elizabeth Boland, Mary Lou Burke Afonso and John Casagrande.

  119. Pay versus Performance Table

    | (4) Reflects cumulative total shareholder return if $100 was invested as of December 31, 2019. Reflects the total shareholder return of the Russell Midcap Growth Index, as of December 31, 2024, 2023, 2022, 2021 and 2020, respectively, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The constituent companies of the Russell Midcap Growth Index are attached to this Proxy Statement on Appendix A . The Russell Midcap Growth Index is the index used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s 2024 Annual Report. The Company selected the Russell Midcap Growth Index as a comparable as there is a lack of public company comparables in our industry, with most of our peers operating as private companies or divisions of larger diversified companies, and there are no widely recognized published industry indices. We determined that an equity index for companies with similar market capitalization and growth objectives would provide for an appropriate peer group, and we believe the Russell Midcap Growth Index provides the best means of comparison to the Company. The Russell Midcap Growth Index is a subset of the Russell 1000 Index and is composed of select companies from the 800 smallest companies of the Russell 1000 Index (Russell Midcap Index) that display higher price-to-book ratios and higher forecasted growth values. Source: Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2025. |

  120. Pay versus Performance Table

    | (5) Reflects “Net Income” as reported in the Company’s Consolidated Statement of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. |

  121. Pay versus Performance Table

    | (6) The Company-Selected Measure is Adjusted EBITDA which is further described under “Pay versus Performance: Most Important Measures” below. Adjusted EBITDA is a financial measure not calculated in accordance with GAAP, which is commonly referred to as a “non-GAAP measure.” For 2024, Adjusted EBITDA represents EBITDA (which is net income, as determined in accordance with GAAP, before interest |

  122. Pay versus Performance Table

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  123. Pay versus Performance Table

    | expense, income tax expense, depreciation and amortization) adjusted to exclude the impact of stock-based compensation expense, and non-recurring costs, such as impairment losses and debt refinance costs. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition—Non-GAAP Financial Measures and Reconciliation” in our Annual Reports on Form 10-K for 2024, 2023, 2022, 2021 and 2020 for additional information on Adjusted EBITDA and a reconciliation of this non-GAAP financial measure to its respective measure determined under GAAP. |

  124. Pay versus Performance Table

    To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from or added to (as applicable) our PEO’s “Total” compensation as reported in the “Summary Compensation Table” for each covered fiscal year:

  125. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Summary Compensation Table Reported Value of Equity Awards for PEO ($) (2)(3) | Fair Value of Equity Awards Granted in the Covered Year ($) (3)(4)(5) | Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) (5) | Change in Fair Value of Equity Awards from Prior Years that Vested in Covered Year ($) (5) | Compensation Actually Paid to PEO ($) | | 2024 | 5,154,263 | (3,500,011) | 3,189,588 | 1,162,781 | 632,839 | 6,639,460 | | 2023 | 4,927,814 | (3,499,984) | 4,237,093 | 2,035,472 | 410,928 | 8,111,323 | | 2022 | 3,258,891 | (2,300,203) | 179,157 | (4,458,298) | 44,068 | (3,276,385) | | 2021 | 4,237,306 | (3,009,591) | 1,736,085 | (3,033,614) | (422) | (70,237) | | 2020 | 2,895,627 | (2,259,271) | 2,342,263 | 1,590,266 | 319,154 | 4,888,039 |

  126. Pay versus Performance Table

    | (1) Reflects the total compensation reported for our PEO, Mr. Kramer, in the “Summary Compensation Table” for each of the years presented. |

  127. Pay versus Performance Table

    | (2) Represents the grant date fair value of the equity awards to our PEO as reported in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” for each of the years presented. |

  128. Pay versus Performance Table

    | (3) Equity values are calculated in accordance with FASB ASC Topic 718. For 2022, 2021 and 2020, the amounts included related to purchased restricted stock awards represent the grant date fair value or measurement date fair value as of the end of the covered fiscal year, as applicable, of all purchased restricted stock awards granted less the 50% purchase price paid by Mr. Kramer for such awards. There were no purchased restricted stock awards granted in 2023 or 2024. The following amounts were paid in cash on the grant date by Mr. Kramer upon each award of purchased restricted stock and are excluded from the respective columns consistent with the determination of fair value in accordance with FASB ASC Topic 718: |

  129. Pay versus Performance Table

    | Year | Purchase Price Paid by PEO ($) | Shares of Restricted Stock (#) | | 2024 | — | — | | 2023 | — | — | | 2022 | 1,210,814 | 18,800 | | 2021 | 3,009,591 | 37,700 | | 2020 | 2,259,271 | 26,600 |

  130. Pay versus Performance Table

    | (4) Represents the year-end fair value for equity awards to our PEO. No awards vested in the year they were granted. |

  131. Pay versus Performance Table

    | (5) Stock option fair values are calculated based on the Black-Scholes option pricing model. The stock option fair values, purchased restricted stock fair values, the PRSU fair values and the RSU fair values are calculated using the stock price as of the applicable measurement date. The change in fair value is calculated using the fair value as of the prior year-end and as of each measurement date in the applicable covered year. The application of the underlying assumptions used in calculating the fair value of the stock option awards did not differ in any material respect from that used to calculate the grant date fair value of the awards as reported in the “Summary Compensation Table” for the applicable year. |

  132. Pay versus Performance Table

    To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from or added to (as applicable) the average of the “Total” compensation of our other NEOs as reported in the “Summary Compensation Table” for each applicable year:

  133. Pay versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Summary Compensation Table Reported Value of Equity Awards for Non-PEO NEOs ($) (2)(3) | Average Fair Value of Equity Awards Granted in the Covered Year ($) (3)(4)(5) | Average Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) (5) | Average Change in Fair Value of Equity Awards from Prior Years that Vested in Covered Year ($) (5) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 (*) | 1,833,876 | (1,012,522) | 922,723 | 349,357 | 142,625 | 2,236,059 | | 2023 (*) | 1,706,797 | (1,012,473) | 1,225,704 | 701,876 | 174,859 | 2,796,763 | | 2022 (*) | 1,437,903 | (913,202) | 180,437 | (1,242,662) | 18,136 | (519,387) | | 2021 | 1,507,741 | (956,084) | 683,432 | (1,055,642) | (90,506) | 88,941 | | 2020 | 1,052,320 | (664,946) | 841,424 | 418,422 | 225,470 | 1,872,690 |

  134. Pay versus Performance Table

    | (*) | Amounts reported for Ms. Marshall are converted from British pounds to U.S. dollars using an average exchange rate of 1.2779 U.S. dollars per 1.00 British pound for 2024, an average exchange rate of 1.2434 U.S. dollars per 1.00 British pound for 2023, and an average exchange rate of 1.2374 U.S. dollars per 1.00 British pound for 2022. |

  135. Pay versus Performance Table

    | (1) Reflects the average total compensation reported for our Non-PEO NEOs in the “Summary Compensation Table” for each of the years presented. |

  136. Pay versus Performance Table

    | (2) Represents the average of the grant date fair value of the equity awards to our Non-PEO NEOs as reported in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” for each of the years presented. |

  137. Pay versus Performance Table

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  138. Pay versus Performance Table

    | (3) Equity values are calculated in accordance with FASB ASC Topic 718. For 2022, 2021 and 2020, the amounts included related to purchased restricted stock awards represent the average grant date fair value or measurement date fair value as of the end of the covered fiscal year, as applicable, of all purchased restricted stock awards granted to our Non-PEO NEOs less the 50% purchase price paid by each for such awards. There were no purchased restricted stock awards granted in 2023 or 2024. The following amounts were the total paid in cash on the grant date by our Non-PEO NEOs upon each award of purchased restricted stock and are excluded from the respective columns consistent with the determination of fair value in accordance with FASB ASC Topic 718: |

  139. Pay versus Performance Table

    | Year | Total Purchase Price Paid by Non-PEO NEOs ($) | Total Shares of Restricted Stock (#) | | 2024 | — | — | | 2023 | — | — | | 2022 | 981,210 | 15,235 | | 2021 | 2,196,922 | 27,520 | | 2020 | 2,057,126 | 24,220 |

  140. Pay versus Performance Table

    | (4) Represents the average year-end fair value for equity awards to our Non-PEO NEOs. No awards vested in the year they were granted. |

  141. Pay versus Performance Table

    | (5) Stock option fair values are calculated based on the Black-Scholes option pricing model. The stock option fair values, the purchased restricted stock fair values, the PRSU fair values and the RSU fair values are calculated using the stock price as of the applicable measurement date. The change in fair value is calculated using the fair value as of the prior year-end and as of each measurement date in the applicable covered year. The application of the underlying assumptions used in calculating the fair value of the stock option awards did not differ in any material respect from that used to calculate the grant date fair value of the awards as reported in the “Summary Compensation Table” for the applicable year. |

  142. Pay versus Performance: Most Important Measures

    Pay versus Performance: Most Important Measures The following table identifies the three most important financial performance measures to link the CAP to our PEO and Non-PEO NEOs in 2024, calculated in accordance with applicable SEC regulations, to Company performance. The measures most important in determining pay during 2024 were those most heavily weighted in our annual bonus programs.

  143. Pay versus Performance: Most Important Measures

    | Measure | Nature | Explanation | | Adjusted EBITDA (*) | Financial Measure | A non-GAAP financial measure that consists of adjusted earnings before interest, taxes, depreciation and amortization and other non-recurring items reflects the Company’s cash flow generation on a consistent basis and is a strong overall indicator of the Company’s operational performance. | | Adjusted EPS (*) | Financial Measure | A non-GAAP financial measure that consists of diluted adjusted earnings per common share reflects the Company’s overall operating and financial achievements adjusted for the impact of certain non-cash charges and non-recurring transactions. | | Revenue Growth | Financial Measure | A financial measure that consists of our revenue growth year over year. |

  144. Pay versus Performance: Most Important Measures

    | (*) | For 2024, Adjusted EBITDA represents EBITDA (which is net income, as determined in accordance with GAAP, before interest expense, income tax expense, depreciation and amortization) adjusted to exclude the impact of stock-based compensation expense, and non-recurring costs, such as impairment losses and debt refinance costs. We calculate Adjusted EPS based on adjusted net income, which represents net income determined in accordance with GAAP, adjusted to exclude the impact of stock-based compensation expense, amortization, and non-recurring costs, such as impairment losses, debt refinance costs, and the income tax provisions thereon, divided by the diluted weighted average number of our common shares. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition—Non-GAAP Financial Measures and Reconciliation” in our 2024 Annual Report for additional information on Adjusted EBITDA and Adjusted EPS (diluted adjusted earnings per common share) and a reconciliation of these non-GAAP financial measures to their respective measures determined under GAAP. |

  145. Pay versus Performance: Most Important Measures

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