DEF 14A of KinderCare Learning Companies, Inc., Apr 20, 2026

DEF 14A of KinderCare Learning Companies, Inc.

Filed Apr 20, 2026 · FY20250001193125-26-164197

Open on EDGAR

  1. TABLE OF CONTENTS

    | Proposal 3: Advisory Vote on Named Executive Officer Compensation | 48 | | Director Compensation | 49 | | Security Ownership of Certain Beneficial Owners and Management | 51 | | Equity Compensation Plan Information | 53 | | Delinquent Section 16(a) Reports | 53 | | Certain Relationships and Related Party Transactions | 54 | | Related Party Agreements | 54 | | Related Person Transactions Policy | 55 | | Additional Information | 56 | | Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials | 56 | | Requirements for Stockholder Proposals to be Brought Before an Annual Meeting | 56 | | Householding | 56 | | Voting by Telephone or the Internet | 57 | | Other Matters | 57 | | Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 |

  2. 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 fiscal 2026 (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” 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.

  3. Election of Directors

    Election of Directors Our business operates under the direction of our board of directors, which currently consists of six directors. In accordance with our current certificate of incorporation, our board consists of three classes of directors, Classes I, II, and III, each of which has a three-year term. The term of all Class II directors expires at the Annual Meeting, and the terms of the Class III and Class I directors expire at the 2027 Annual Meeting of Stockholders and the 2028 Annual Meeting of Stockholders, respectively. Michael Nuzzo and Tom Wyatt are the Class II directors whose terms expire at the Annual Meeting and have been nominated to serve as Class II directors. Mr. Nuzzo and Mr. Wyatt are each currently serving as directors of the Company. In order to rebalance the number of directors in each class, our board of directors also has nominated Jean Desravines, currently a Class III director, for election as a Class I director. If all nominees are elected at the Annual Meeting, there will be two directors serving in each of Classes I, II, and III immediately following the Annual Meeting. Each of the nominees was recommended to the board of directors by the nominating and corporate governance committee. Pursuant to the Stockholders Agreement dated October 8, 2024 between KinderCare, affiliates of Partners Group Holding AG (“PG”) and certain other stockholders, PG is entitled to designate individuals to be included in the slate of nominees recommended by our board of directors for election to our board of directors. If elected, the nominees will each hold office until the conclusion of the annual meeting of stockholders in the relevant year and a successor is duly elected and qualified or until earlier death, resignation, or removal. The board of directors 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 of directors, or the board may reduce the number of directors to be elected at the Annual Meeting.

  4. Information about the Nominees and Continuing Directors

    Information about the Nominees and Continuing Directors The following table sets forth, as of April 9, 2026, the name, age, and position of individuals who currently serve as directors of the Company, as well as their current director class and expiration of the term of that class. The nominees for Class II director are Michael Nuzzo and Tom Wyatt. The nominee for Class I director (currently a Class III director) is Jean Desravines.

  5. Information about the Nominees and Continuing Directors

    | Name and Current Class | Age | Current Term Expires | Position | | Class II Directors | | 2026 | | | John T. (“Tom”) Wyatt | 70 | | Chairman of the Board, Chief Executive Officer | | Michael Nuzzo | 55 | | Director | | Class III Directors | | 2027 | | | Jean Desravines | 54 | | Lead Independent Director | | Joel Schwartz | 57 | | Director | | Alyssa Waxenberg | 55 | | Director | | Class I Directors | | 2028 | | | Christine Deputy | 60 | | Director |

  6. Nominees For Election at the Annual Meeting

    Nominees For Election at the Annual Meeting

  7. Nominees as a Class II Director for a Term Expiring in 2029

    Nominees as a Class II Director for a Term Expiring in 2029 Michael Nuzzo has served on our board of directors since 2021. Since August 2025, Mr. Nuzzo has served as the CEO of XponentialFitness, a global franchisor of fitness boutiques. From October 2022 until August 2025, Mr. Nuzzo 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.”) 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 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. John T. Wyatt has served on our board of directors since 2012 and has served as Chairman of the board since September 2021. Mr. Wyatt served as our Chief Executive Officer from 2012 to 2024 and recently resumed that role in December 2025. Prior to joining KinderCare, 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 current and former chief executive officer.

  8. Nominee as a Class I Director for a Term Expiring in 2028

    Nominee as a Class I Director for a Term Expiring in 2028 Jean Desravines has served on our board of directors since 2021. Since September 2025, Mr. Desravines has served as the President of The Wallace Foundation, an independent, national, nonpartisan research foundation focused on the arts, school leadership, and youth development. From February 2011 to August 2025, Mr. Desravines was the Chief Executive Officer at New Leaders, where he managed 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. 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. The board recommends a vote FOR the election of each of the nominees as a Class II director for a three-year term and FOR the election of the nominee as a Class I director for a two-year term.

  9. Directors Continuing to Serve Following the Annual Meeting

    Directors Continuing to Serve Following the Annual Meeting Joel Schwartz has served on our board of directors 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 sits on 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, an 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 of directors 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. Christine Deputy has served on our the board of directors since 2021. From May 2024 until November 2025, Ms. Deputy served as the Chief People Officer at Expedia Group, a travel technology company. From June 2021 to April 2024, Ms. Deputy served as Chief People Officer for Pinterest, Inc.. Ms. Deputy previously served as Chief People Officer or Chief Human Resources Officer at 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.

  10. Compensation Discussion and Analysis

    Compensation Discussion and Analysis In this Compensation Discussion and Analysis section, we provide an overview and analysis of the compensation awarded to or earned by the “named executive officers” identified in the Summary Compensation Table below during the year ended January 3, 2026 (“fiscal 2025”), including the elements of our compensation program for named executive officers, material compensation decisions made under that program for fiscal 2025 and the material factors considered in making those decisions. This Compensation Discussion and Analysis section is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information. Our named executive officers for fiscal 2025 are: • Tom Wyatt, our chief executive officer beginning December 2, 2025 and the Chairman of our board of directors in fiscal 2025, and previously our chief executive officer from 2012 to June 1, 2024; • Paul Thompson, our chief executive officer in fiscal 2025 until December 2, 2025; • Tony Amandi, our chief financial officer; • Jessica Harrah, our chief people officer; and • Lindsay Sorhondo, our chief operating officer beginning November 11, 2025 until March 11, 2026 and prior to that date, our chief innovation officer beginning in February 2023 (a non-executive officer position). On March 11, 2026, the Company eliminated the position of chief operating officer and as a result, Ms. Sorhondo was terminated from that position. We completed our IPO in October 2024. Prior to our IPO, our compensation structure was consistent with our status as a privately held company. In connection with and following our IPO, we have worked to implement a public company compensation structure for our executive officers. In keeping with our role as a publicly held company, we maintained a commitment to strong corporate governance in connection with our named executive officer compensation arrangements where our compensation committee worked with management and an external compensation consultant to develop and maintain a compensation framework following our IPO that was appropriate and competitive for a public company. In connection with our IPO, we completed a chief executive officer transition that resulted in Mr. Thompson succeeding Mr. Wyatt as chief executive officer effective June 1, 2024. Mr. Wyatt continued to serve as a non-executive officer employee through December 31, 2024, at which time he retired from KinderCare, but remained on the board of directors as the Chairman. Fiscal 2025 was a year of transition as we completed our first full year as a public company. We executed a succession in the role of chief executive officer near the end of the year. On December 2, 2025, Mr. Wyatt returned as our chief executive officer following a process that was overseen and recommended by the nominating and corporate governance committee to the board of directors. Mr. Wyatt continues his role as the chair of our board of directors. Mr. Thompson was terminated as our chief executive officer on December 2, 2025, and continued as a non-executive officer employee through December 31, 2025, which the nominating and corporate governance committee and compensation committee believed was appropriate to facilitate a smooth transition in the position of chief executive officer. In connection with Mr. Wyatt’s return as our chief executive officer, Mr. Wyatt and the Company entered into an offer letter dated December 2, 2025, relating to his employment as chief executive officer (the “offer letter”). The offer letter was recommended by the compensation committee and approved by the board of directors. Mr. Wyatt’s offer letter is summarized under “Summary of Employment Arrangements with Named Executive Officers.” In connection with Mr. Thompson’s termination, Mr. Thompson became entitled to receive the separation benefits payable in connection with a termination without cause in accordance with the terms of his 2015 employment agreement with the Company, the Company’s Policy for Providing Severance Payments to Executives (the “Severance Policy”), and the relevant terms of Mr. Thompson’s equity, short-term and long-term incentive awards, except as noted below.

  11. Peer Group

    Peer Group In developing our executive pay peer group for fiscal 2025, 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, specialized consumer services, senior care organizations, 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 certain changes to the peer group for fiscal 2025 compensation decisions. The changes included the removal of Express, Inc. and Hibbett Inc., which were both acquired in 2024, and JOANN Inc., which filed for bankruptcy in 2024, and the addition of Academy Sports and Outdoors, Inc. and Life Time Group Holdings, Inc. These changes resulted in the following peer group for fiscal 2025 compensation decisions:

  12. Peer Group

    | Peer Group for Fiscal 2025 Pay Decisions | | | • Abercrombie & Fitch Co. • Academy Sports and Outdoors, Inc. • American Eagle Outfitters, Inc. • Barnes & Noble Education, Inc. • Bright Horizons Family Solutions Inc. • Chegg, Inc. • The Children’s Place, Inc. • Designer Brands Inc. • Five Below, Inc. • Graham Holdings Company | • H&R Block, Inc. • Life Time Group Holdings, 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. |

  13. Peer Group

    For fiscal 2026 pay decisions, the compensation committee reviewed the factors described above based upon recently available information and approved the removal of Urban Outfitters, Inc. and the addition of Brookdale Senior Living Inc., with the latter reflecting a better size and business model fit than the former. As result, the following constitutes the peer group for fiscal 2026 pay determinations.

  14. Peer Group

    | Peer Group for Fiscal 2026 Pay Decisions | | | • Abercrombie & Fitch Co. • Academy Sports and Outdoors, Inc. • American Eagle Outfitters, Inc. • Barnes & Noble Education, Inc. • Bright Horizons Family Solutions Inc. • Brookdale Senior Living Inc. • Chegg, Inc. • The Children’s Place, Inc. • Designer Brands Inc. • Five Below, Inc. | • Graham Holdings Company • H&R Block, Inc. • Life Time Group Holdings, Inc. • Petco Health & Wellness Company, Inc. • Sally Beauty Holdings, Inc. • Scholastic Corporation • Sportsman’s Warehouse Holdings, Inc. • Stride, Inc. • WW International, Inc. • Zumiez, Inc. |

  15. 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 cash 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 subsequent to our IPO | | 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 |

  16. Elements of Our Executive Compensation Program

    Prior to our IPO, we also granted long-term incentives to our executive officers in the form of a cash-based three-year long-term incentive plan (LTIP) awards and profits interests (Class B Units). Following our IPO, we do not use profits interests or Class B Units in our compensation program and no Class B Units are outstanding. Further, in fiscal 2025, the compensation committee determined not to grant cash-based LTIP awards to our executive officers in favor of equity based long-term incentives in order to align the interests of our executive officers with those of our stockholders and bring our long-term incentive compensation program in line with the practices of our peer group. We view each component of our executive compensation program as related but distinct, and we also intend to regularly reassess the total compensation of our executive officers to meet our overall compensation objectives. Historically, not all components have been provided to all executive officers. In addition, we have determined the appropriate level for each compensation component based in part, but not exclusively, on our understanding of the competitive market based on the experience of members of the board of directors and compensation committee and consistent with our recruiting and retention goals, the length of service of our named executive officers, the overall performance of the Company and our executives, and other considerations we consider appropriate for setting compensation. Base Salaries The base salaries of our executive officers are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. We intend to continue to evaluate the mix of base salary, short- term incentive compensation and long-term incentive compensation to appropriately align the interests of our executive officers with those of our stockholders. Base salaries are initially set in connection with an executive officer’s commencement of employment, and are thereafter reviewed annually by our compensation committee, taking into account the executive officer’s role and individual performance, internal pay equity considerations, peer group and/or survey data. Base salaries are also reviewed in connection with promotions or changes in position. The following table sets forth the base salary of certain of our named executive officers as of the end of fiscal 2025 as compared to the base salary at the end of fiscal 2024:

  17. Elements of Our Executive Compensation Program

    When Mr. Wyatt returned as our chief executive officer, the compensation committee set Mr. Wyatt’s base salary at $975,000. Mr. Wyatt’s base salary set in December 2025 was the same as the base salary he received for his service as chief executive officer at the end of his tenure in 2024. Ms. Harrah’s base salary was increased for 2025 based upon the factors described above. In connection with her promotion to chief operating officer effective November 11, 2025, Ms. Sorhondo’s annual base salary increased from $400,000 to $450,000 effective November 9, 2025 based upon the compensation committee’s consideration of peer group base salary positioning for her new role. Ms. Sorhondo’s annual base salary increased from $375,000 at the end of fiscal 2024 to $400,000 in March 2025 as part of the regular annual increase cycle, an increase of 6.7%. 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 2025, we maintained our 2025 STIP in which certain employees, including our named executive officers, participate. Under the 2024 STIP, 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, taking into account the executive officer’s role and individual performance, internal pay equity considerations, and peer group and survey data. In fiscal 2025, our named executive officers were eligible to participate in the 2025 STIP at the target percentages of base salary paid for fiscal 2025 set out below. Mr. Wyatt was not eligible to participate in the fiscal 2025 STIP given the timing of his return as our chief executive officer, although his target percentage will not be less than 110% of salary for fiscal 2026 short-term incentive plan. Under the Severance Policy, Mr. Thompson was entitled to a payment relating to the 2025 STIP based on actual achievement of applicable performance goals or objectives and any applicable individual performance goals or objectives and his target percentage is set forth below. Ms. Sorhondo’s target percentage under the 2025 STIP was increased by the compensation committee from 45% to 55% in recognition of her promotion.

  18. Elements of Our Executive Compensation Program

    The 2025 STIP was based on the achievement of two financial measures, Adjusted EBITDA and Net Revenue, weighted 50% and 30%, respectively. Our compensation committee selected these performance measures, as well as the funding matrix, because strong Adjusted EBITDA and Net Revenue performance is important to our short- and long-term success, and the board of directors approved the target Adjusted EBITDA and Net Revenue goals (with threshold and maximum goals determined according to the funding matrix). 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 the 2025 STIP is calculated in the same manner as Net Revenue as reported in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026. Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition – Non-GAAP Financial Measures in our Annual Reports on Form 10-K for the fiscal years ended January 3, 2026 and December 28, 2024. As in prior years, a portion of the 2025 STIP was non-formulaic and based on achievement of six strategic initiatives summarized below, as well as such other factors the compensation committee deemed appropriate. The six strategic initiatives were weighted 20% for the 2025 STIP. The following table shows the threshold, target and maximum for each financial measure and the corresponding payout under the 2025 STIP for each financial measure and the strategic initiatives. In each case, performance achievement is interpolated between targets.

  19. Elements of Our Executive Compensation Program

    | | Adjusted EBITDA ($MM) | Payout for Adjusted EBITDA (% of Target) | Net Revenue ($MM) | Payout for Net Revenue (% of Target) | Strategic Initiatives | | Weighting | 50% | — | 30% | — | 20% | | Maximum | $397.2 | 200% | $3,022.9 | 200% | 200% | | Target | $331.0 | 100% | $2,879.0 | 100% | 100% | | Threshold | $297.9 | 50% | $2,735.0 | 50% | 50% | | <Threshold | <$297.9 | 0% | <$2,735.0 | 0% | 0% |

  20. Elements of Our Executive Compensation Program

    With respect to fiscal 2025, our compensation committee determined that our Adjusted EBITDA for purposes of the 2025 STIP was $300.1 million and, as a result, the 2025 Adjusted EBITDA goal was achieved at 53.3% of target and our 2025 Net Revenue was $2,733.3 million and, as a result, the Net Revenue goal was achieved at less than the threshold level. The six strategic initiatives were framed as a scorecard with KPI performance for each strategic initiative ranging from mostly below acceptable, which corresponded to no payout, to mostly far exceeds target, which corresponded to 200% of target payout. The strategic initiatives related to: digital product usage, profitable growth of the Champions brand, ERP system implementation, accelerated growth, KinderCare for employers, and brand segmentation. For fiscal 2025, the performance results for the strategic initiatives was mixed. While the KPI performance for some strategic initiatives exceeded targets, others were below target expectations. After considering the overall performance against the six strategic initiatives and the scorecard results for each strategic initiative, the compensation committee determined that the strategic initiatives for each named executive officer participating in the 2025 STIP were achieved at 50%. Based upon the Adjusted EBITDA, Net Revenue and strategic initiative performance in fiscal 2025, the resulting payout under the 2025 STIP was equal to 36.7% of such executive’s target bonus payout, as set forth below:

  21. Elements of Our Executive Compensation Program

    | Named Executive Officer | % of Target Payout | 2025 STIP Payout ($) | | Paul Thompson | 36.7% | $352,757 | | Tony Amandi | 36.7% | $134,689 | | Jessica Harrah | 36.7% | $79,139 | | Lindsay Sorhondo | 36.7% | $68,885 |

  22. Elements of Our Executive Compensation Program

    | | 2023-2025 Cumulative Adjusted EBITDA ($MM) | Payout % | | Maximum | $1,682.2 | 200.0% | | Target | $1,294.0 | 100.0% | | Actual | $1,194.9 | 84.7% | | Threshold | $970.5 | 50.0% | | <Threshold | <$970.5 | 0.0% |

  23. Elements of Our Executive Compensation Program

    | Named Executive Officer | Target Award Values ($) | % of Target Payout | 2023-2025 LTIP Payout ($) | | Tom Wyatt (1) | $4,250,000 | 84.7% | $2,399,267 | | Paul Thompson | $2,225,000 | 84.7% | $1,884,130 | | Tony Amandi | $1,050,000 | 84.7% | $889,140 | | Jessica Harrah | $450,000 | 84.7% | $381,060 | | Lindsay Sorhondo | $375,000 | 84.7% | $317,550 |

  24. Elements of Our Executive Compensation Program

    (1) Reflects 2/3 prorated payout in the case of Mr. Wyatt. For each named executive officer, the 2023-2025 LTIP award payout amounts are included in the Summary Compensation Table under Non-Equity Incentive Plan Compensation. Equity Long-Term Incentive 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. In fiscal 2025, equity awards were granted under our stockholder-approved 2022 Incentive Award Plan (the “2022 Plan”). The compensation committee expects to approve equity awards to executive officers at its regularly scheduled meeting in February of each year and the grant date of these awards is typically as close to March 15 as practicable, although the compensation committee may approve equity awards outside of the normal grant cycle to select individuals in the event of extraordinary circumstances. For fiscal 2025, annual equity awards granted to executive officers and other eligible employees were granted on March 14, 2025. Please see “Director Compensation” for information on equity grants to Mr. Wyatt in fiscal 2025 in connection with his service as a director. The compensation committee generally determines the size and terms and conditions of equity grants to our executive officers, except that equity grants for Mr. Thompson in fiscal 2025 were recommended by the compensation committee and approved by the board of directors. The equity awards granted to executive officers in fiscal 2025 consisted of a mix of restricted stock units (RSUs) and non-qualified stock options, with the mix divided equally based upon value. The number of RSUs was determined in February 2025 by dividing the value approved by the compensation committee by a 30-day trailing average stock price. The compensation committee determined that stock options would be granted in a share ratio of two-to-one as compared to RSUs after considering the Black-Scholes value of the stock options based upon the same 30-day trailing average stock price used to calculate RSUs. Accordingly, the grant date fair values reflected in the Summary Compensation Table may not correspond the targeted value of RSUs and stock options determined by the compensation committee. All stock options have an exercise price that is the “fair market value” on the date of grant. The equity award values were benchmarked to the corresponding role in our peer group companies. Our compensation committee believes that a mix of RSUs and stock options is appropriate because they 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. The RSUs and stock options vest over a four-year period, 25% on the first anniversary of the grant date, and thereafter, quarterly in equal installments, subject to continued employment on the applicable vesting date. None of Mr. Thompson’s equity awards were modified in fiscal 2025 and accordingly, the outstanding unvested RSU and stock option awards, including those granted on March 14, 2025 as shown below, were forfeited at the time of the termination of his employment on December 31, 2025. The following table shows the value targeted for equity awards and the corresponding number of RSUs and stock options granted to the executive officers on March 14, 2025:

  25. Elements of Our Executive Compensation Program

    | Name | Target Fiscal 2025 Equity Award Value | Number of RSUs Granted | Number of Stock Options Granted | | Paul Thompson | $2,750,000 | 70,912 | 141,825 | | Tony Amandi | $1,150,000 | 29,654 | 59,308 | | Jessica Harrah | $550,000 | 14,182 | 28,365 | | Lindsay Sorhondo | $525,000 | 13,537 | 27,075 |

  26. Elements of Our Executive Compensation Program

    Under the 2022 Plan, equity awards will 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 12 months following such Change in Control for any reason other than for Cause (as defined in the 2022 Plan), death or disability. Prior to our IPO in October 2024, certain senior employees, including our 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 October 2024. In March 2024, the Company effected a distribution to KC Parent, LP which in turn effected a distribution to its equity holders, including our 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 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 2 to the Summary Compensation Table below. This incremental compensation charge does not reflect value actually received by any of our named executive officers for 2024 or any other year. None of our executive officers were granted RSUs or options in fiscal 2024. In connection with the March 2024 distribution, the Company approved payments to holders of outstanding RSUs and options, including our 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 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 fiscal 2024 Bonus column of the Summary Compensation Table.

  27. 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 Mr. Amandi and Ms. Harrah are entitled to receive severance benefits upon qualifying terminations of employment pursuant to the Severance Policy and our Change in Control Severance Plan. See “Potential Payments Upon Termination or Change in Control” for information regarding such benefits. Ms. Sorhondo also was a participant in the Severance Policy until the termination of her employment in connection with the elimination of the chief operating officer position in March 2026. In the case of Mr. Thompson, see “Summary of Employment Arrangements with Named Executive Officers” for a summary of the severance and other benefits to Mr. Thompson in connection with his termination as our chief executive officer on December 2, 2025 and termination of employment on December 31, 2025.

  28. Named Executive Officer Agreements

    Named Executive Officer Agreements The offer letter dated December 2, 2025 between the Company and Mr. Wyatt is summarized under “Summary of Employment Arrangements with Named Executive Officers.” The levels of fiscal 2026 compensation established by the offer letter were recommended by the compensation committee after consultation with Farient and commensurate with the pay levels of Mr. Wyatt in June 2024, when he previously served as our chief executive officer. The compensation committee set the vesting and other terms of RSU and stock option awards to be granted to Mr. Wyatt in 2026 in consideration of Mr. Wyatt’s prior retirement and the expected tenure of his service as our chief executive officer. Further, the offer letter provides that Mr. Wyatt will not participate in the Severance Policy or in the Change in Control Severance Plan. Instead, the offer letter includes provisions relating to compensation to Mr. Wyatt in connection with certain terminations of employment or termination of his service as the chair of our board of directors, including following a change in control. The compensation committee believes these terms were reasonable given that the amount of the potential payments and other potential benefits generally aligns with terms of the Severance Policy and the Change in Control Severance Plan and differing terms were specific to Mr. Wyatt’s previous service as our chief executive officer, his current service as the Chair of our board of directors, and his earlier retirement. The offer letter was recommended by the compensation committee and approved by the board of directors.

  29. Equity Grant Policies and Practices

    Equity Grant Policies and Practices We expect that our annual equity awards will be approved at a regular meeting of the compensation committee held in February of each year and granted as close to March 15 as practicable. We granted our first annual equity awards as a publicly-traded company on March 14, 2025. Following our disciplined equity granting process, in February 2025, the compensation committee approved equity awards and fixed the number of RSUs and stock options to executive officers, which were granted on March 14, 2025. Additionally, the compensation committee used a 30-day trailing average stock price for the purposes of determining in February 2025 the number of RSUs and stock options to be granted. From the February 2025 regular meeting until the March 14, 2025 grant date, the number of RSUs and stock options approved by the committee were not adjusted based upon the material nonpublic information or otherwise. 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.

  30. Tax Considerations

    Tax Considerations Section 409A of the Internal Revenue Code Section 409A of the Internal Revenue Code of 1986, as amended (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 RSUs, stock 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.

  31. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows information about the compensation we paid to each person that served as our Chief Executive Officer, our Chief Financial Officer and other executive officers during fiscal years 2025, 2024 and 2023. We refer to the individuals shown in the table below as the named executive officers. Mr. Wyatt also serves as the Chairman of the Board of Directors. For information about the compensation paid to Mr. Wyatt in his capacity as the Chairman, please see “Director Compensation.”

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus Awards ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Tom Wyatt | 2025 | 78,750 | — | — | — | 2,399,267 | 15,853 | 2,493,870 | | Chief Executive Officer | 2024 | 975,000 | 1,451,646 | — | 55,618,552 | 792,631 | 133,230 | 58,971,059 | | | 2023 | 975,000 | — | 262,298 | 452,914 | 1,495,119 | 134,335 | 3,319,666 | | Tony Amandi | 2025 | 525,000 | — | 461,164 | 420,879 | 1,023,829 | 18,313 | 2,449,185 | | Chief Financial Officer | 2024 | 525,000 | 350,165 | — | 5,754,395 | 271,601 | 23,583 | 6,924,744 | | | 2023 | 519,231 | — | 63,937 | 110,977 | 507,152 | 24,025 | 1,225,322 | | Jessica Harrah | 2025 | 391,346 | — | 220,551 | 201,292 | 460,199 | 12,354 | 1,285,742 | | Chief People Officer | 2024 | 355,000 | 143,637 | — | 1,434,472 | 144,300 | 14,964 | 2,092,373 | | | 2023 | 355,000 | — | 26,744 | 46,864 | 602,280 | 16,419 | 1,047,307 | | Paul Thompson (6) | 2025 | 901,923 | — | 1,102,788 | 1,006,461 | 2,236,887 | 23,810 | 5,271,869 | | Former Chief Executive | 2024 | 779,808 | 749,816 | — | 19,227,835 | 593,301 | 23,786 | 21,374,546 | | Officer | 2023 | 650,000 | — | 136,282 | 236,011 | 815,519 | 20,590 | 1,858,402 | | Lindsay Sorhondo (7) | 2025 | 400,962 | — | 210,521 | 192,138 | 386,435 | 14,001 | 1,204,057 | | Former Chief Operating Officer | | | | | | | | |

  33. Summary Compensation Table

    (1) For fiscal 2024, reflects payments made in respect of RSUs and stock options in connection with the March 2024 distribution prior to our IPO. (2) For fiscal 2025, reflects the grant date fair value of RSUs granted in that year, determined in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718. See Note 17 the consolidated financial statements included with our Form 10-K for the fiscal year ended January 3, 2026 for a discussion of the relevant assumptions used in calculating grant date fair value. 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 this 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. For fiscal 2025, reflects the grant date fair value of stock options granted in that year, determined in accordance with FASB ASC Topic 718. See Note 17 the consolidated financial statements included with our Form 10-K for the fiscal year ended January 3, 2026 for a discussion of the relevant assumptions used in calculating grant date fair value. 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 this 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. Includes the cash incentive bonuses paid to each named executive officer in respect of the applicable fiscal year under the STIP; for Ms. Harrah in fiscal 2023, includes $330,092 earned under the cash LTIP for the 2021-2023 performance period; and includes amounts earned under the cash LTIP for the 2023-2025 performance period. Amounts for fiscal 2025 are as follows:

  34. Summary Compensation Table

    | Named Executive Officer | 2025 STIP Payout ($) | 2023-2025 LTIP Payout ($) | | Tom Wyatt | $— | $2,399,267 | | Tony Amandi | $134,689 | $889,140 | | Jessica Harrah | $79,139 | $381,060 | | Paul Thompson | $352,757 | $1,884,130 | | Lindsay Sorhondo | $68,885 | $317,550 |

  35. Summary Compensation Table

    See “Compensation Discussion and Analysis – Elements of Our Compensation Program – Annual Incentive Compensation” for an explanation of the 2025 STIP and “– Long-Term Incentive Compensation – 2023-2025 LTIP Awards” for more information about the 2023-2025 LTIP. (5) All Other Compensation for fiscal 2025 includes the following amounts, with Other Benefits below for Ms. Sorhondo representing the incremental cost to the Company of the child care benefit Ms. Sorhondo received on the same basis as available to the Company’s other eligible employees.

  36. Summary Compensation Table

    | Name | Matching Contributions on Deferred Compensation ($) | Executive Life Insurance Premiums ($) | Other Benefits ($) | Total ($) | | Tom Wyatt | $15,853 | — | — | $15,853 | | Tony Amandi | $15,932 | $2,381 | — | $18,313 | | Jessica Harrah | $10,713 | $1,641 | — | $12,354 | | Paul Thompson | $18,039 | $5,771 | — | $23,810 | | Lindsay Sorhondo | $10,514 | $1,124 | $2,363 | $14,001 |

  37. Summary Compensation Table

    (6) For Mr. Thompson, who served as our Chief Executive Officer until December 2, 2025 and as a non-executive officer employee until December 31, 2025, includes compensation in all capacities. For Ms. Sorhondo, who was promoted to the executive officer position of Chief Operating Officer on November 11, 2025 and served in that position until it was eliminated on March 11, 2026, includes compensation in all capacities.

  38. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning each grant of an award to each named executive officer during fiscal year ended January 3, 2026 under the 2025 STIP or 2022 Plan. Information regarding awards under these plans also is included in Compensation Discussion and Analysis.

  39. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Plan Awards (1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#)(2) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(3) | | Tom Wyatt | — | — | — | — | — | — | — | — | | Tony Amandi | 1/1/2025 | 183,750 | 367,500 | 735,000 | — | — | — | — | | | 3/14/2025 | — | — | — | 29,654 | — | — | 461,164 | | | 3/14/2025 | — | — | — | — | 59,308 | 16.37 | 420,879 | | Jessica Harrah | 1/1/2025 | 110,000 | 220,000 | 440,000 | — | — | — | — | | | 3/14/2025 | — | — | — | 14,182 | — | — | 220,551 | | | 3/14/2025 | — | — | — | — | 28,365 | 16.37 | 201,292 | | Paul Thompson | 1/1/2025 | 481,250 | 962,500 | 1,925,000 | — | — | — | — | | | 3/14/2025 | — | — | — | 70,912 | — | — | 1,102,788 | | | 3/14/2025 | — | — | — | — | 141,825 | 16.37 | 1,006,461 | | Lindsay Sorhondo | 1/1/2025 | 90,000 | 180,000 | 360,000 | — | — | — | — | | | 3/14/2025 | — | — | — | 13,537 | — | — | 210,521 | | | 3/14/2025 | — | — | — | — | 27,075 | 16.37 | 192,138 |

  40. Grants of Plan-Based Awards

    (1) Represents incentive pay that may have been earned by the named executive officers under the 2025 STIP. Threshold refers to the minimum amount payable upon achievement of the minimum performance levels required to earn any payment. Target refers to the amount payable if specified targets were reached. Maximum refers to the maximum payout possible under the 2025 STIP. In the case of Ms. Sorhondo, effective November 9, 2025, her annual base salary was increase to $450,000, and her target percentage under 2025 STIP was increased from 45% to 55%. Amounts under threshold, target and maximum for the November 9, 2025 grant date reflect the amounts payable at the applicable levels of achievement given her base salary increase and 2025 STIP increase. See the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table for the amounts actually paid under 2025 STIP. See “Compensation Discussion and Analysis – Annual Incentive Compensation” for a description of the 2025 STIP. (2) Represents restricted stock units and stock options granted under the 2022 Plan that vest over a four-year period, 25% on the first anniversary of the grant date, and thereafter, quarterly in equal installments, subject to continued employment on the applicable vesting date. Stock options have a ten year term. See “Compensation Discussion and Analysis – Long-Term Incentive Compensation – Equity Long-Term Incentive Compensation” for a description of the restricted stock units or stock options granted in 2025. Determined in accordance with FASB ASC Topic 718. See Note 17 to the consolidated financial statements included with our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 for a discussion of the relevant assumptions used in calculating grant date fair value. The amounts shown in the table above reflect grant date fair value and may not correspond to the actual value that will be realized by any named executive officer.

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding equity awards for each of our named executive officers as of January 3, 2026. For Mr. Wyatt, includes awards that were outstanding as of January 3, 2026 that Mr. Wyatt received in his capacity as a director.

  42. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Tom Wyatt | 2/23/22(1) | 216,250 | 14,415 | 20.61 | 2/23/32 | 6,444 | 26,807 | | | 5/17/22(3) | 256,325 | — | 21.70 | 5/17/32 | — | — | | | 3/14/25(1) | — | — | — | — | — | — | | | 6/6/25(1) | — | — | — | — | 13,914 | 57,882 | | Tony Amandi | 2/23/22(1) | 53,427 | 3,561 | 20.61 | 2/23/32 | 1,591 | 6,619 | | | 5/17/22(3) | 60,582 | — | 21.70 | 5/17/32 | — | — | | | 3/14/25(1) | — | 59,308 | 16.37 | 3/14/35 | 29,654 | 123,361 | | Jessica Harrah | 2/23/22(1) | 22,899 | 1,524 | 20.61 | 2/23/32 | 680 | 2,829 | | | 5/17/22(3) | 23,881 | — | 21.70 | 5/17/32 | — | — | | | 3/14/25(1) | — | 28,365 | 16.37 | 3/14/35 | 14,182 | 58,997 | | Paul Thompson(4) | 2/23/22(1) | 113,215 | — | 20.61 | 3/31/26 | — | — | | | 5/17/22(3) | 130,903 | — | 21.70 | 3/31/26 | — | — | | | 3/14/25(1) | — | — | 16.37 | 3/31/26 | — | — | | Lindsay Sorhondo | 2/23/22(1) | 19,080 | 1,273 | 20.61 | 2/23/32 | 568 | 2,363 | | | 5/17/22(3) | 19,281 | — | 21.70 | 5/17/32 | — | — | | | 3/14/25(1) | — | 27,075 | 16.37 | 3/14/35 | 13,537 | 56,314 |

  43. Outstanding Equity Awards at Fiscal Year-End

    (1) For the options and RSUs with grant dates of February 23, 2022 and March 14, 2025 (other than to Mr. Wyatt), 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 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. Mr. Wyatt’s RSU grant on March 14, 2025 was in his capacity as a director and vested on June 1, 2025. Mr. Wyatt’s RSU grant on June 6, 2025 was in his capacity as a director and vests on the earlier of (a) the first anniversary of the grant date and (b) the date immediately preceding the date of the Company’s next annual meeting, generally subject to continued director service through the applicable vesting date. (2) The market value of the RSUs is based on the closing price on January 2, 2026, the last trading day of fiscal 2025. (3) For the options with a grant date of May 17, 2022, one-third 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 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. Mr. Thompson ceased serving as our Chief Executive Officer on December 2, 2025 and his employment with the Company was terminated December 31, 2025, at which time his unvested stock options and unvested RSUs were terminated in accordance with their terms.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the vesting of previously granted RSUs for each of the named executive officers during the year ended January 3, 2026. No named executive officer exercised options during fiscal 2025.

  45. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Tom Wyatt | 68,281 | 802,266 | | Tony Amandi | 15,884 | 185,274 | | Jessica Harrah | 6,482 | 75,402 | | Paul Thompson | 34,054 | 397,464 | | Lindsay Sorhondo | 5,304 | 61,636 |

  46. Option Exercises and Stock Vested

    (1) The value represented by the vesting of the RSUs is based is calculated by multiplying the number of shares acquired on vesting by the market value of the Company’s common stock on the respective vesting date(s).

  47. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation 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 “Compensation Discussion and Analysis – Elements of Our Executive Compensation Program – Deferred Compensation and Other Retirement Benefits” above. The following table contains information regarding the nonqualified deferred compensation plan.

  48. Nonqualified Deferred Compensation

    | 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 ($) | | Tom Wyatt | 396,315 | 15,853 | 159,640 | 655,227 | 4,977,251 | | Tony Amandi | 63,910 | 15,932 | 114,167 | — | 814,239 | | Jessica Harrah | 26,783 | 10,713 | 73,369 | — | 460,091 | | Paul Thompson | 130,711 | 18,039 | 64,344 | — | 908,088 | | Lindsay Sorhondo | 26,284 | 10,514 | 223,956 | — | 1,572,937 |

  49. Nonqualified Deferred Compensation

    (1) The Company made contributions on behalf of each of the named executive officers to the plan during fiscal 2025. (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.

  50. 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 a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) for our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other named executive officers (“NEOs”) and certain financial performance metrics of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown. For further information on the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.” The following table shows the total compensation for the past two fiscal years as set forth in the Summary Compensation Table (“SCT”) and the CAP to our current PEO (Tom Wyatt, Chief Executive Officer in fiscal 2025 beginning December 2, 2025 and in fiscal 2024 from December 29, 2024 to June 1, 2024), our former PEO (Paul Thompson, Chief Executive Officer in fiscal 2025 until December 2, 2025 and in fiscal 2024 beginning June 1, 2024 and President from December 29, 2024 to June 1, 2024), and on an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (TSR), peer group TSR, our net income as reported in our consolidated financial statements for the years noted, and our Company Selected Measure, which is Adjusted EBITDA.

  51. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for PEO(1) | SCT Total for former PEO | CAP to PEO(2) | CAP to Former PEO(3) | Average SCT Total for Non- PEO NEOs(4) | Average CAP to Non-PEO NEOs(5) | Total Share- holder Return(6) | Peer Group Total Share- holder Return(7) | Net Income (in thousands) | Adjusted EBITDA(8) (in thousands) | | 2025 | $2,493,870 | $5,271,869 | $1,609,998 | $2,674,675 | $1,646,328 | $1,133,284 | $16 | $94 | $(112,880) | $300,066 | | 2024 | $58,971,059 | $21,374,546 | $48,042,419 | $17,785,846 | $4,508,558 | $4,423,340 | $68 | $119 | $(92,840) | $298,123 |

  52. Pay Versus Performance

    (1) The amounts do not include the value of any cash retainer or equity awards granted to Mr. Wyatt in 2025 in his role as Chairman of the Board prior to his resuming the CEO role effective December 2, 2025. Upon Mr. Wyatt’s appointment as the CEO, he ceased receiving director compensation. (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. Wyatt’s total compensation reflected in the SCT for fiscal 2025 to determine the CAP to him for such year for purposes of Item 402(v). Measurement date fair values were determined based on the same methodology used for grant date fair value purposes. Restricted stock units were valued based on the closing stock price on the relevant measurement date. Stock options were valued using the Black-Scholes valuation method on the relevant measurement date.

  53. Pay Versus Performance

    | Calculation of “Compensation Actually Paid” to Mr. Wyatt | 2025 | | Reported SCT Total for Mr. Wyatt | $2,493,870 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $— | | 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 | $(701,307) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $— | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end | $(182,565) | | 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 | $— | | CAP to Mr. Wyatt | $1,609,998 |

  54. Pay Versus Performance

    In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. Thompson’s total compensation reflected in the SCT for fiscal 2025 to determine the CAP to him for such year for purposes of Item 402(v). Measurement date fair values were determined based on the same methodology used for grant date fair value purposes. Restricted stock units were valued based on the closing stock price on the relevant measurement date. Stock options were valued using the Black-Scholes valuation method on the relevant measurement date.

  55. Pay Versus Performance

    | Calculation of “Compensation Actually Paid” to Mr. Thompson | 2025 | | Report SCT Total for Mr. Thompson | $5,271,869 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $(2,109,249) | | 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 | $(362,689) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $— | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end | $— | | Fair value (as of the end of the prior year) of previously-granted equity awards that failed to meet vesting conditions in the year | $(125,256) | | 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 | $— | | CAP to Mr. Thompson | $2,674,675 |

  56. Pay Versus Performance

    The non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for fiscal 2025, Mr. Amandi, Ms. Harrah, and Ms. Sorhondo; and for fiscal 2024, Mr. Amandi and Ms. Harrah. (5) In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to the average total reflected in the SCT for fiscal 2025 for our non-PEO NEOs as a group to determine the CAP. Measurement date fair values were determined based on the same methodology used for grant date fair value purposes. Restricted stock units were valued based on the closing stock price on the relevant measurement date. Stock options were valued using the Black-Scholes valuation method on the relevant measurement date.

  57. Pay Versus Performance

    | Calculation of “Compensation Actually Paid” to Non-PEO NEOs | 2025 | | Reported SCT Total for Non-PEO NEOs | $1,646,328 | | Amounts reported in the “Stock Awards” and “Option Awards” columns of the SCT | $(568,848) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | $181,549 | | Change in fair value (as of vesting date from prior year end) of previously-granted equity awards that vested during the year | $(98,919) | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | $— | | Change in fair value (as of year end from prior year end) of previously-granted equity awards that remain unvested at year end | $(26,826) | | 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 | $— | | CAP to Non-PEO NEOs | $1,133,284 |

  58. Pay Versus Performance

    (6) Represents cumulative total shareholder return if $100 was invested in the Company’s common stock as of October 9, 2024, the first trading day of our common stock following our initial public offering, through the end of our fiscal year 2024 (December 28, 2024) and the end of fiscal 2025 (January 3, 2026). Represents the cumulative total shareholder return if $100 was invested in the peer group index as of October 9, 2024, the first trading day of our common stock following our initial public offering, through the end of our fiscal year 2024 (December 28, 2024) and the end of fiscal 2025 (January 3, 2026), assuming reinvestment of all dividends. The peer group used for this purpose is the S&P 1500 Education Services Sub-Industry Index. The amounts reported in this column represent Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is calculated by adding or subtracting specific adjustments to EBITDA (earnings before interest, taxes, depreciation and amortization). For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition – Non-GAAP Financial Measures in our Annual Reports on Form 10-K for the fiscal years ended January 3, 2026 and December 28, 2024.

  59. Pay Versus Performance: Relationship Disclosure

    Pay Versus Performance: Relationship Disclosure The bullet points and graphs below set forth an analysis of the information included in the above table, including (i) relationship between the CAP and the cumulative TSR, relationship between the CAP and net income, and relationship between CAP and the Adjusted EBITDA and (ii) comparison of the Company’s TSR and the TSR of the peer group. • Over 2025, CAP to KinderCare’s PEOs and average non-PEO NEO has tracked with our TSR and financial performance. KinderCare had TSR of -77% compared to peer group TSR of -21% over the same 1-year period, and a total TSR since the IPO of -84% compared to peer group TSR of -6%. CAP to our PEOs and our non-PEO NEOs declined in 2025 compared to 2024 due to the stock price decrease and a significant portion of PEO and non-PEO NEO pay that is in the form of stock-based compensation, as well as a one-time non-cash compensation charge relating to the settlement of profits interests in fiscal 2024 that inflated CAP significantly but did not result in compensation realized by the NEOs. o 2025 CAP for both PEOs and our non-PEO NEOs is lower than the SCT total because our stock price decreased 77%, and a significant portion of current and prior year PEO and non-PEO NEO pay is in the form of stock-based compensation. o The 2024 CAP included the incremental fair value of the modification of profits interests (Class B Units) provided to executives over multiple years while KinderCare was a privately held company that were then vested and converted into common stock as part of the IPO. The value shown for these awards reflected a one-time non-cash compensation charge and not value actually realized by the NEOs. KinderCare’s fiscal 2025 net loss was $112.9 million compared to fiscal 2024’s net loss of $92.8 million, coinciding with a decline in CAP to our PEOs and non-PEO NEOs. However, Adjusted EBITDA increased to $300.1 million in fiscal 2025 from $298.1 million in fiscal 2024. KinderCare has an approximately 15-month trading history as of January 3, 2026. This limits our narrative description regarding the longer-term relationships of CAP to various performance measures. We expect to further expand our narrative descriptions regarding CAP and performance measures in future years.

  60. CEO Pay Ratio

    CEO Pay Ratio During fiscal 2025, the Company had two individuals serving as Chief Executive Officer: Paul Thompson, who ceased serving as our chief executive officer on December 2, 2025, and Tom Wyatt, who was appointed chief executive officer on December 2, 2025. For the purposes of this section, the compensation paid to the chief executive officer is a combination of the compensation paid to each of Mr. Wyatt and Mr. Thompson in fiscal 2025 as set forth in the total column of the Summary Compensation Table. We are not including any compensation paid to Mr. Wyatt during the year for his role as Chairman of the board of directors. Mr. Wyatt ceased receiving any compensation as a director effective December 2, 2025. The following table shows the calculation of the ratio of the fiscal 2025 total compensation paid to the chief executive officer to the 2025 annual total compensation of the individual identified as our median compensated employee. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the SEC rules.

  61. CEO Pay Ratio

    | | Total Pay ($) | Pay Ratio | | Chief Executive Officer | $7,765,739 | | | Median Employee | $27,453 | 283:1 |

  62. CEO Pay Ratio

    We selected December 31, 2025 as the date to identify the median employee. As of December 31, 2025, our employee population consisted of approximately 42,047 employees working for KinderCare, all of whom were in the U.S. We included any full-time and part-time individual employed by the Company on December 31, 2025. No employee was excluded under the de minimis or data privacy exemptions under the rule. To determine our median employee, we used “total compensation” for calendar year 2025 as derived from our payroll records. “Total compensation” consisted of base salary or wages; overtime pay and double pay, as applicable; holiday, vacation, and sick pay; long-term and short-term incentive compensation; benefits; bonus and commissions-based payments paid through December 31, 2025. In identifying our median employee, wages and salaries were annualized for full-time employees who were not employed for the full 2025 calendar year, including those employees who were hired in 2025 as if they were hired at the beginning of the calendar year. We did not make a full-time equivalent adjustment for any employee. Once we identified our median employee, we then calculated such employee’s annual total compensation for 2025 by using the same methodology we used for purposes of determining the annual total compensation of the chief executive officer for fiscal 2025 as set forth in the Summary Compensation Table above. Our pay ratio has been calculated using selected assumptions, estimates and adjustments as permitted under Item 402(u) of Regulation S-K. Other companies may use different methodologies, assumptions, estimates and adjustments, for median employee compensation and therefore a comparison of our pay ratio to that of other companies will be limited in value.

  63. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe the potential payments that may be made to our named executive officers other than Mr. Thompson upon certain terminations of employment assuming the event occurred on January 3, 2026, the last day of fiscal 2025. Mr. Thompson’s employment terminated as of December 31, 2025 and the payments to him upon termination are described above under “Agreements with Executive Officers.” The information below is based on the arrangements with our named executive officers in effect as of January 3, 2026, which for Mr. Wyatt was the offer letter dated December 2, 2025 and for Mr. Amandi, Ms. Harrah and Ms. Sorhondo was the Severance Policy and CIC Plan, as described above. None of Mr. Amandi, Ms. Harrah or Ms. Sorhondo were retirement eligible as of January 3, 2026 and accordingly, there are no potential payments associated with termination due to retirement for these executive officers. Mr. Wyatt was not eligible for any retirement benefits as of January 3, 2026 under his offer letter. For the 2023-2025 and 2024-2026 LTIP awards, the award agreements provide that if the participant incurs a termination of service due to the participant’s death, disability or retirement, in any case, during the last calendar year of the performance period, the participant will be eligible to receive a pro-rated payment of the award determined by multiplying the actual amount of the award that would otherwise have been paid to the participant for such performance period based on actual achievement for the full performance period, pro rated based on the full calendar quarters in the performance period occurring prior to the calendar quarter in which such termination of service occurs. If the participant incurs a termination of service for any reason prior to the date on which the award is paid to the participant, the award will be cancelled and forfeited by the participant upon such termination of service. The 2023-2025 and 2024-2026 LTIP awards do not provide for the accelerated vesting or payment in the event of a “Sale of the Company,” which includes a change in control. Al equity awards held by our named executive officers at January 3, 2026 were granted under the 2022 Plan. Under the 2022 Plan, if a Change in Control occurs and a participant’s sward is not continued, converted, assumed or replaced with a similar award by (i) the Company, or (ii) a successor entity or its parent or subsidiary, and provided that the participant has not had a termination of service, then, immediately prior to the Change in Control, such award will become fully vested, exercisable and/or payable. For the purposes of the tables below, we have assumed that all equity awards granted to the named executive officers and outstanding as of January 3, 2026 would become fully vested, exercisable and/or payable by virtue of not being so assumed in connection with a Change in Control.

  64. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Voluntary Termination due to Retirement ($) | Involuntary Termination w/o Cause or for Good Reason ($) | Change in Control/Sale of the Company ($) | Change in Control and Termination w/o Cause or for Good Reason ($) | Termination due to Death or Disability ($) | | Tom Wyatt | Cash Severance (1) | — | — | — | 1,950,000 | — | | | LTIP Awards (2) | — | — | — | — | — | | | Equity Acceleration(3) | — | — | 84,689 | 84,689 | 84,689 | | | All Other Payments or Benefits (4) | — | — | — | — | — | | | Total | — | — | 84,689 | 2,034,689 | 84,689 | | Tony Amandi | Cash Severance (1) | — | 659,689 | — | 1,338,750 | — | | | LTIP Awards (2) | — | — | — | — | 834,689 | | | Equity Acceleration(3) | — | — | 129,979 | 129,979 | 129,979 | | | All Other Payments or Benefits (4) | — | 7,107 | — | 10,661 | — | | | Total | — | 666,796 | 129,979 | 1,479,390 | 964,668 | | Jessica Harrah | Cash Severance (1) | — | 479,139 | — | 930,000 | — | | | LTIP Awards (2) | — | — | — | — | 379,139 | | | Equity Acceleration (3) | — | — | 61,826 | 61,826 | 61,826 | | | All Other Payments or Benefits (4) | — | 10,639 | — | 15,959 | — | | | Total | — | 489,778 | 61,826 | 1,007,785 | 440,965 | | Lindsay Sorhondo | Cash Severance (1) | — | 518,885 | — | 1,046,250 | — | | | LTIP Awards (2) | — | — | — | — | 318,885 | | | Equity Acceleration (3) | — | — | 58,677 | 58,677 | 58,677 | | | All Other Payments or Benefits (4) | — | — | — | — | — | | | Total | — | 518,885 | 58,677 | 1,104,927 | 377,562 |

  65. Potential Payments Upon Termination or Change in Control

    Cash severance includes, as applicable, base salary continuation and payout under the 2025 STIP as described above. (2) Amounts include the payout based on actual results for the 2023-2025 LTIP awards, prorated by 100% based on the number of quarters elapsed in the performance period, in the case of death, disability or retirement. Amounts include the payout based on target results for the 2024-2026 LTIP awards, prorated by two thirds based on the number of quarters elapsed in the performance period, in the case of death, disability or retirement. (3) Value of equity acceleration is based on the closing price for a share of our common stock on January 2, 2026, the last trading day of our fiscal year. The value of accelerated stock options is determined using the difference between that closing price and the applicable option exercise price multiplied by the number of option shares whose exercisability is accelerated. Due to stock price on January 2, 2026 as compared to the exercise prices of outstanding options, there was no value associated with accelerated stock options. The value of accelerated vesting of RSUs is determined by multiplying the closing share price by the number of shares of restricted stock units whose vesting is accelerated. Reflects reimbursement of the employer-paid portion of COBRA premiums based on the current cost of health benefit premiums, continuing until the earlier of (a) if not in connection with a Change in Control, 12 months and (b) if in connection with a Change in Control, 18 months.

  66. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In fiscal 2025, the compensation committee developed, with the assistance of its independent compensation consultant, a director compensation policy that went into effect following the 2025 Annual Meeting of Stockholders that was held on June 5, 2025. The policy consists of the following, effective June 6, 2025: Annual Cash Retainers. Each non-employee member of the board of directors not associated with Partners Group received a $100,000 annual cash retainer. The chairman of the board of directors, lead independent director and chair of each committee of the board also received the additional annual cash retainers described below: • Chairman. The chairman of the board of directors received an additional annual cash retainer of $200,000, which was decreased from $240,000 in recognition of higher proportion of equity compensation to directors effective June 6, 2025. • Lead Independent Director and Nominating and Corporate Governance Committee Chair. Mr. Desravines served as the lead independent director and the chair of the nominating and corporate governance committee. The additional annual cash retainer for these positions was $50,000 on a combined basis. • Audit Committee Chair. The chair of the audit committee, which in fiscal 2025 was Mr. Nuzzo, received an additional annual cash retainer of $25,000. • Compensation Committee Chair. The chair of the compensation committee, which in fiscal 2025 was Ms. Deputy, received an additional annual cash retainer of $20,000. This was increased from $15,000 effective June 6, 2025 based upon the recommendation of our compensation consultant. Annual RSU Grants. In addition to cash retainers, non-employee directors not associated with Partners Group also receive annual RSU grants in a dollar amount recommended by the compensation committee and approved by the board of directors. The annual RSU retainer amount was set at $150,000 effective June 6, 2025, the day following the 2025 Annual Meeting and the grant date for the 2025 annual RSU grant. Accordingly, the Company granted to Ms. Deputy, Mr. Desravines, Mr. Nuzzo, Ms. Waxenberg and Mr. Wyatt 13,914 RSUs under the 2022 Plan as the 2025 annual RSU grant. The RSUs vest upon the earlier of (a) the first anniversary of the grant date and (b) the date immediately preceding the date of the Company’s next annual meeting of stockholders following the grant date, in each case subject to continued service as a director through the applicable vesting date. The Company will make an annual RSU grant to the non-employee, non-Partners Group directors serving on the day following this Annual Meeting with a grant date value equal to $150,000 and the same vesting provisions as the 2025 Annual Meeting RSU grant. Employee directors and directors associated with Partners Group do not receive compensation for their services as directors. In addition, in order to bridge from the time of our IPO in October 2024 to the 2025 Annual Meeting, the Company granted to Ms. Deputy, Mr. Desravines, Mr. Nuzzo, and Ms. Waxenberg 3,594 RSUs under the 2022 Plan on March 14, 2025, which RSUs vested on June 1, 2025. This RSU award was prorated from October 2024 to June 2025 based upon the value of an annual RSU grant of $110,000, which was the annual grant value prior to the effective date of the change of our director compensation policy. The RSU grant to Mr. Wyatt on March 14, 2025 was further pro-rated to exclude the time during 2024 in which Mr. Wyatt was an employee and was 2,246 RSUs. Mr. Wyatt served as chairman of the board of directors in fiscal 2025 and received the cash and equity compensation described above for fiscal 2025 until December 2, 2025. When Mr. Wyatt began serving as our chief executive officer effective December 2, 2025, Mr. Wyatt ceased receiving compensation as a director. The following table sets forth information concerning compensation earned or paid to our directors during the year ended January 3, 2026 for their director service. Mr. Thompson, who was a director until December 2, 2025 and also was an employee during fiscal 2025, received no compensation for his service as director and therefore, is not included in the table below.

  67. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Tom Wyatt | 293,796 | 193,856 | 487,652 | | Jean Desravines | 150,000 | 215,923 | 365,923 | | Mike Nuzzo | 125,000 | 215,923 | 340,923 | | Christine Deputy | 116,250 | 215,923 | 332,173 | | Alyssa Waxenberg | 100,000 | 215,923 | 315,923 | | Joel Schwartz (3) | — | — | — | | Benjamin Russell (3) | — | — | — | | Preston Grasty(3) | — | — | — |

  68. DIRECTOR COMPENSATION

    Amounts reflected in this column include cash fees earned by or paid for director service during fiscal 2025. (2) Reflects the grant date fair value of RSUs granted fiscal 2025, determined in accordance with FASB ASC Topic 718. (3) Messrs. Schwartz, Russell and Grasty are associated with Partners Group and do not receive compensation for their services as directors. Mr. Russell did not stand for re-election at the 2025 Annual Meeting and accordingly, his term expired on June 5, 2025. Mr. Grasty resigned from the board of directors on June 5, 2025. Directors are reimbursed for expenses (including costs of travel, food and lodging) incurred in attending board, committee and stockholder meetings. Because most travel arrangements for non-employee directors’ attendance at board, committee and stockholder meetings were made by the Company, reimbursements for any non-employee director did not exceed the $10,000 threshold in fiscal 2025 and thus are not included in the table above. Other than Mr. Wyatt, no director held any stock options as of January 3, 2026. Mr. Wyatt’s stock options and RSUs outstanding as of January 3, 2026 are summarized in the Outstanding Equity Awards at Fiscal Year-End Table. As of January 3, 2026, the aggregate number of RSUs held by each director listed in the table above, other than Mr. Wyatt, was as follows: Mr. Desravines 13,914 RSUs; Mr. Nuzzo, 13,914 RSUs; Ms. Deputy, 13,914 RSUs; Ms. Waxenberg, 13,914 RSUs; Mr. Schwartz, no RSUs; Mr. Russell, no RSUs, and Mr. Grasty, no RSUs.