Elizabeth J. Boland
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Elizabeth J. Boland
Elizabeth J. “Liz” Boland is Chief Financial Officer of Bright Horizons, a role she has held since June 1999 (joined 1997; previously SVP Finance post-merger in 1998–1999). She is 65 years old as of December 31, 2024, and has more than 25 years as BFAM’s CFO, with prior experience at Price Waterhouse and CFO/VP-Finance roles at other companies . Company performance under her finance leadership in 2024 included 11% revenue growth (to $2.686B) and Adjusted EBITDA of ~$409.3M, alongside net income of ~$140.2M; back-up care and education services complemented the core center-based business . One-year TSR for 2024 was 17.61% (3-year: -4.16%; 5-year: -5.92%), broadly in line with relevant indices on a 1-year basis .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bright Horizons Family Solutions | Chief Financial Officer | 1999–present | Long-tenured CFO overseeing capital allocation, financing, M&A integration, and reporting through cycles |
| Bright Horizons Family Solutions | Treasurer (additional responsibility) | 2016–2020; 2023–July 2024 | Cash, liquidity and treasury oversight through rising-rate environment |
| Bright Horizons Family Solutions | Senior Vice President, Finance (post-merger) | 1998–1999 | Finance leadership post-merger integration (BH + Corporate Family Solutions) |
| Various companies (pre-BFAM) | CFO and VP-Finance roles | Pre-1997 | Finance leadership at prior firms |
| Price Waterhouse (Boston) | Audit staff → Senior audit manager | 1981–1990 | External audit, controls and reporting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Children’s Place (PLCE) | Director; Audit Committee (2019–2023); Compensation Committee (2023–2024) | 2019–Feb 2024 | Public company board, finance and comp oversight experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 373,437 | 400,000 | 414,000 |
| Target annual bonus (% of salary) | 100% | 100% | 100% |
| Bonus paid under annual bonus plan ($, individual performance half) | 186,718 | 200,000 | 207,000 |
| Non‑equity incentive plan payout ($, corporate performance half) | 37,344 | 127,200 | 207,000 |
Notes:
- Target annual bonus for 2024 remained 100% of salary; all NEOs earned 100% of salary total bonus after a 2.5% discretionary alignment adjustment; see “Performance Compensation” for detail .
Performance Compensation
Annual cash incentive (2024 design and outcome)
| Component | Weight | Target | Actual/Score | Payout contribution |
|---|---|---|---|---|
| Individual goals | 50% | Qualitative | Achieved 100% of individual half | 50% of salary × 100% = 50% of salary |
| Adjusted EBITDA | 25% | $421.9M | $409.29M; score 88.0% of sub-target factor | Included in 47.5% corporate half result |
| Adjusted EPS | 25% | $3.45 | $3.47; score 102.2% of sub-target factor | Included in 47.5% corporate half result |
| Corporate performance (weighted) | 50% | — | Earned 47.5% of salary (of the 50% corporate half) | 47.5% of salary |
| Discretionary alignment | — | — | +2.5% to align with Home Team 100% payout | +2.5% of salary |
| Total bonus paid | 100% | 100% of salary | 100% of salary | 100% of salary |
Design notes: Corporate metrics equally weighted (Adj. EBITDA and Adj. EPS); a 3x cap applies on the corporate performance portion; EBITDA/EPS definitions are non‑GAAP as disclosed .
Long-term equity incentive (LTIP) structure
- Mix: 50% time-based RSUs (3-year cliff); 25% PRSUs (3-year cliff, vest based on 3-year average annual Adjusted EBITDA growth); 25% stock options (3-year ratable vest) .
- PRSU payout grid: 0% below threshold; 50% at threshold; 100% at target; 200% at max, based on average annual Adjusted EBITDA growth over the period .
2024 LTIP grants (granted March 4, 2024):
| Instrument | Target $ | Shares/Options | Price/Strike | Vesting | Performance metric |
|---|---|---|---|---|---|
| RSU | 550,000 | 4,756 | — | Cliff vest 3/4/2027 (3 years) | Time-based |
| PRSU (target) | 275,000 | 2,378 | — | Cliff vest 3/4/2027 (3-year performance) | 3-year avg annual Adj. EBITDA growth |
| Stock options | 275,000 | 5,356 | $115.65 | 1/3 on each anniversary through 3/4/2027 | Share price appreciation |
Outstanding option snapshot (as of 12/31/2024):
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 2/25/2019 | 6,510 | — | $122.44 | 2/25/2026 |
| 2/26/2021 | 2,034 | 1,356 | $159.66 | 2/26/2028 |
| 2/25/2022 | — | 10,440 | $128.81 | 2/25/2029 |
| 2/24/2023 | — | 5,512 | $77.99 | 2/24/2033 |
| 3/4/2024 | — | 5,356 | $115.65 | 3/4/2034 |
2024 realized transactions:
- Option exercises: 5,500 options exercised on 8/7/2024 via net settlement; value realized $240,153 (after withholding shares for taxes/exercise) .
Equity Ownership & Alignment
| Item (as of Apr 10, 2025 unless noted) | Detail |
|---|---|
| Total beneficial ownership | 87,597 shares (includes derivatives within 60 days) |
| Ownership % of outstanding | <1% |
| Options exercisable within 60 days | 19,967 shares via options (within 60 days) |
| Unvested RSUs (scheduled vest dates) | 7,052 (vest 2/24/2026); 4,756 (vest 3/4/2027); 4,224 (vest 3/5/2028) |
| Unvested PRSUs (performance-contingent) | 3,526 (to 2/24/2026); 2,378 (to 3/4/2027); 2,112 (to 3/5/2028) at target, subject to performance |
| Anti-hedging/pledging | Hedging and pledging prohibited by policy |
| Ownership guidelines | Executives: 3x salary; as of Dec 31, 2024, NEOs with requisite tenure met or exceeded guideline |
Implications for supply/demand around stock:
- Upcoming RSU/PRSU settlements in 2026–2028 could create periodic sellable supply; options continue to vest through 2027 under 2024–2021 grants .
- Policy restrictions (no pledging/hedging) and ownership guideline compliance indicate alignment and reduced governance risk .
Employment Terms
Severance and change‑of‑control (COC) summary (per current agreements):
- COC vesting: All unvested options vest immediately prior to a change of control. RSUs/PRSUs fully vest on a COC if employed >2 years; if employed <2 years, RSUs/PRSUs vest on termination without cause/for good reason within 12 months post‑COC (double‑trigger). Purchased restricted stock vests on COC .
- COC termination (Protection Period: 24 months): Pro‑rata bonus for year of termination; salary+bonus continuation equal to total base salary and cash bonus compensation for the prior two years paid over up to two years; 24 months of medical benefits continuation or cash equivalent .
- Non‑COC termination (without cause/for good reason): 1 year of salary continuation and pro‑rata bonus; equity treatment per award terms (PRSU pro‑rata at target) .
- Restrictive covenants: Confidentiality; non‑compete, non‑solicit, and non‑hire during severance payment period; release required .
Estimated payments (if triggering event on 12/31/2024):
| Scenario | Pro‑rata bonus | Salary/bonus continuation | Medical continuation | Equity acceleration |
|---|---|---|---|---|
| Termination without cause/for good reason + COC | $414,000 | $1,555,200 | $42,434 | $2,614,523 |
| Termination without cause/for good reason (no COC) | $414,000 | $414,000 | — | $348,439 |
| Death/Disability | $414,000 | — | — | $818,462 |
| Change of control (equity only) | — | — | — | $2,614,523 |
Investment Implications
- Pay-for-performance structure: 2024 bonus tied 50% to corporate non‑GAAP metrics (Adj. EBITDA/EPS) and 50% to individual goals; long-term equity is majority time-vested RSUs with performance PRSUs keyed to multi‑year EBITDA growth; this creates partial cyclical sensitivity (EPS/EBITDA) with an additional time-based retention element .
- Selling pressure watchpoints: Scheduled RSU/PRSU settlements in 2026–2028 (7,052/4,756/4,224 RSUs; 3,526/2,378/2,112 PRSUs at target) and option vesting through 2027 may introduce periodic supply; Boland net‑settled and exercised 5,500 options in 2024, signaling periodic liquidity activity but within normal patterns for long‑tenured executives .
- Alignment and governance: Anti‑hedging/pledging policy, robust clawback, 3x salary ownership guideline (met), no tax gross‑ups, no option repricing, and strong 2024 say‑on‑pay support (~94%) are positive governance signals that reduce headline risk around compensation .
- Retention risk: COC economics are moderate (salary+bonus over two years; healthcare continuation; equity vesting mechanics with service requirements for RSUs/PRSUs <2 years), with restrictive covenants during severance—adequate retention but not excessive golden parachute exposure .
- Track record/context: 2024 revenue growth of 11% to $2.686B with segment contribution led by $1.962B center-based care and $610M back-up care; Adjusted EBITDA ~$409.3M; 1‑year TSR 17.61%. The comp mix tied to EBITDA/EPS aligns to value creation levers BFAM emphasizes (occupancy/utilization, pricing, mix, and cost discipline) .
Additional Reference Tables
Multi‑year Summary Compensation (NEO disclosure)
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 414,000 | 207,000 | 825,047 | 274,977 | 207,000 | 4,409 | 1,932,433 |
| 2023 | 400,000 | 200,000 | 824,978 | 274,995 | 127,200 | 5,440 | 1,832,613 |
| 2022 | 373,437 | 186,718 | 651,779 | 478,872 | 37,344 | 5,905 | 1,734,055 |
2024 company performance context
| Metric (FY2024) | Value |
|---|---|
| Revenue | $2,686,013k |
| Adjusted EBITDA | $409,286k |
| Net income | $140,191k |
| Revenue by segment | Center-based: $1,961,785k; Back-up care: $610,112k; Educational advisory: $114,116k |
| 1‑year TSR (2024) | 17.61% |
Risk Indicators & Other Notes
- Clawback policy aligned to NYSE/SEC rules (mandatory recoupment upon restatement) .
- Insider-trading policy prohibits hedging/pledging; equity award timing avoids MNPI windows .
- No reportable related‑party transactions in 2024 .
- Compensation Committee members and independence (Jordan Hitch Chair; Lawrence Alleva; Joshua Bekenstein) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received approximately 94% support, reinforcing investor acceptance of compensation design and outcomes; off‑season engagement covered executive compensation among other topics .
Expertise & Qualifications
- Deep finance and audit background (Price Waterhouse senior audit manager; multiple prior CFO/VP‑Finance roles), public board service (PLCE) and two stints as BFAM Treasurer; extensive tenure provides continuity across cycles, capital markets transactions, and credit agreements (e.g., 2025 term loan amendment signage) .