David H. Lissy
BRIGHT HORIZONS FAMILY SOLUTIONSAbout David H. Lissy
David H. Lissy (age 59) is the independent Chair of the Board at Bright Horizons Family Solutions and has served as a director since 2001. He was CEO from 2002–2018 and Executive Chairman from 2018–2019, with prior roles as Chief Development Officer and EVP; before joining Bright Horizons in 1997, he was SVP/GM for Aetna U.S. Healthcare in New England. He currently also chairs Redfin’s board and has extensive multi-site operations and human capital leadership experience relevant to Bright Horizons’ business . The Board affirms his independence under NYSE rules; the company separates Chair and CEO roles and has robust governance practices, including executive sessions led by an independent presiding director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons Family Solutions (BFAM) | Chair of the Board | Current; Director since 2001 | Independent Chair; leadership and stewardship of Board |
| Bright Horizons Family Solutions (BFAM) | Executive Chairman | Jan 2018 – Dec 2019 | Transition leadership following CEO tenure |
| Bright Horizons Family Solutions (BFAM) | Chief Executive Officer | Jan 2002 – Jan 2018 | Led multi-site operations growth; industry experience |
| Bright Horizons Family Solutions (BFAM) | Chief Development Officer | Jul 1998 – Jan 2002 | Growth and development |
| Bright Horizons Family Solutions (BFAM) | Executive Vice President | Jun 2000 – Jan 2002 | Senior management responsibilities |
| Aetna U.S. Healthcare (New England) | SVP/General Manager | Prior to 1997 | Regional leadership in healthcare operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redfin Corporation (Nasdaq: RDFN) | Director; Chair | Director since 2018; Chair since 2020 | Board leadership; governance oversight |
| BeneLynk, Inc. (Private) | Director | Current | Private company board service |
| Benchmark Senior Living (Private) | Director | Current | Senior living sector insights |
| HopSkipDrive (Private) | Director | Current | Mobility/operations insights |
| Ithaca College | Trustee; Chair | Trustee 2011–2024; Chair 2018–2024 | Academic governance leadership |
Board Governance
- Independence: The Board has affirmatively determined all directors other than the CEO are independent under NYSE rules; Lissy serves as independent Chair .
- Committee assignments: Lissy is not currently a member of Audit, Compensation, or Nominating & Corporate Governance committees (independent directors populate all committees) .
- Attendance and engagement: In 2024, the Board met 4 times and all directors attended 100% of Board and committee meetings; executive sessions are held and presided over by independent director Jordan Hitch .
- Leadership structure: Separate Chair and CEO roles; Board declassification in progress, with annual elections by 2027 .
- Shareholder engagement: Off-season outreach covering governance, risk oversight, HCM, ESG, and compensation; say-on-pay support ~94% at the 2024 meeting .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Board Chair Cash Retainer ($) | $225,000 (Chair retainer under 2024 program) | $175,000 (Chair retainer under 2025 program) |
| Committee Chair Fees ($) | N/A for Lissy (not a committee chair in 2024) | N/A for Lissy (not a committee chair as of current membership) |
| Committee Member Fees ($) | N/A for Lissy | N/A for Lissy |
| Meeting Fees ($) | None disclosed; expense reimbursement provided | None disclosed; expense reimbursement provided |
| Total Cash Earned ($) | $225,000 (Lissy’s 2024 fees earned) | Determined by 2025 program terms above |
Performance Compensation
| Equity Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director RSU Grant (Value) | $150,000 for Chair (Lissy); $100,000 for other non-employee directors | $125,000 for each non-employee director (including Chair) |
| Vesting/Settlement | RSUs fully vested on grant date; settled on earliest of separation, 5th anniversary, or change of control | Same terms: fully vested on grant date; settlement per earliest event |
| Performance metrics tied to director equity | None (director RSUs are not performance-based) | None (director RSUs are not performance-based) |
Note: Director stock ownership guidelines require 5x the annual Board cash retainer; as of Dec 31, 2024, all non-employee directors (except a September 2024 appointee) met/exceeded the guideline, implying alignment for Lissy .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Redfin Corporation (Nasdaq: RDFN) | Chair | No related-party transactions disclosed for 2024; interlock risk minimal per filings |
| BeneLynk; Benchmark Senior Living; HopSkipDrive (Private) | Director | Related-party screening governed by Audit Committee policy; no reportable transactions for 2024 |
Expertise & Qualifications
- Deep industry and multi-site operations experience from long tenure as BFAM CEO and senior roles, plus human capital and client services expertise .
- Board leadership across public and private companies; capital markets oversight; governance experience in academic settings .
- Board-level skills matrix for BFAM emphasizes leadership, financial, regulatory/risk, and human capital oversight across the board’s composition .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 250,477; less than 1% of outstanding |
| Vested Director RSUs (settlement-eligible) | 7,140 shares included in beneficial ownership |
| Trust holdings | 122,948 shares (Irrevocable Trusts for immediate family); 10,401 (David H. Lissy 2013 Trust); 21,987 (David Lissy 2024 BFAM GRAT) |
| Family foundation | 19,547 shares (Lissy Family Foundation; deemed beneficial) |
| Anti-pledging / hedging | Company policy prohibits pledging and hedging for directors/officers; no pledging disclosed |
| Ownership guidelines compliance | Directors must hold ≥5x annual cash retainer; Lissy meets/exceeds as of Dec 31, 2024 |
Governance Assessment
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Strengths
- Independent Chair separate from CEO fosters oversight; Board majority independent with all committees fully independent .
- 100% attendance in 2024 evidences high engagement; regular executive sessions led by an independent presiding director .
- Alignment: robust director ownership guidelines (5x retainer), anti-hedging/anti-pledging policy, and no 2024 related-party transactions reported .
- Transparent director compensation reset with independent consultant (Meridian), aligning with market practice; clear RSU settlement parameters .
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Potential RED FLAGS and monitoring items
- Prior executive status (CEO and Executive Chairman) can raise perceived independence concerns; Board explicitly affirms independence and maintains separate Chair/CEO roles .
- Significant trust/foundation holdings warrant ongoing oversight under related-party and independence policies; Audit Committee screens related person transactions with defined thresholds and pre-approval rules .
- External chair role at Redfin: monitor for future business overlaps; filings disclose no related-party transactions in 2024 .
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Compensation signals (director)
- Shift in 2025 to lower Chair cash retainer ($175k) with standardized RSU value ($125k) for all directors (vs. 2024 Chair RSU $150k) suggests modest rebalancing, not pay inflation; fees/awards capped in plan and RSUs not performance-based for directors .
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Shareholder confidence
- Strong say-on-pay support (~94% in 2024) and active off-season engagement indicate positive investor sentiment toward governance and compensation oversight .