Jennifer Schulz
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Jennifer Schulz
Independent director since 2024; Age 54. Currently CEO and board member of Lyra Health (effective January 13, 2025); previously CEO of Experian North America (April 2022–January 2025) with prior senior leadership roles at Experian and Visa. Background spans e‑commerce, digital marketing, payments, and data services; current public company directorships (including BFAM): 1 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Experian North America | Chief Executive Officer | Apr 2022–Jan 2025 | Led ~$4.5B North America business; Operating Committee member |
| Experian North America | Group President (Health, Automotive, Data Quality/EDQ) | Nov 2013–Apr 2022 | Oversaw multiple verticals; global lead for Women in Experian |
| Visa, Inc. | SVP Global Product Strategy, Innovations & e‑commerce; prior roles in global consumer credit and tech strategy | Pre‑2013 | Led product and e‑commerce strategy; technology strategic planning |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Lyra Health, Inc. | Chief Executive Officer; Board Member | CEO effective Jan 13, 2025 | CEO appointment announced Dec 5, 2024; Board Chair transition at Lyra |
| Leaf Group Ltd. (NYSE: LEAF) | Director | Until Jun 2021 | Prior public company directorship |
Board Governance
- Independence: Board affirmed all directors except CEO are independent under NYSE standards; Schulz is listed as independent .
- Committee assignment: Member of the Compensation Committee effective June 3, 2025 (no chair role disclosed) .
- Attendance: In 2024, all directors attended 100% of Board and applicable committee meetings during their service periods; Board met 4 times; committee meetings: Audit 9, Compensation 2, Nominating 6 .
- Executive sessions: Independent director executive sessions presided over by Jordan Hitch .
- Limits on service: Directors capped at four public boards; CEO capped at two; policy compliance noted by Board .
Fixed Compensation
| Component | 2024 (Actual) | 2025 Program (Effective Jan 1, 2025) |
|---|---|---|
| Board annual cash retainer (member) | $50,000 | $75,000 |
| Board Chair retainer | $225,000 | $175,000 |
| Committee Chair: Audit | $25,000 | $25,000 |
| Committee Member: Audit | $10,000 | $12,500 |
| Committee Chair: Compensation | $15,000 | $15,000 |
| Committee Member: Compensation | $7,500 | $10,000 |
| Committee Chair: Nominating & Governance | $10,000 | $15,000 |
| Committee Member: Nominating & Governance | $5,000 | $10,000 |
| Special Committee fee (Chair/Member) | $5,000 | $5,000 |
| Schulz 2024 cash fees (pro‑rata) | $25,000 | N/A |
Notes: Meridian Compensation Partners engaged; Compensation Committee determined consultant independence; program updated for market alignment .
Performance Compensation
Directors receive fully vested RSUs at grant; settlement occurs at the earliest of board service termination, fifth anniversary of grant, or change of control; no performance metrics apply to director equity grants .
| Equity Item | Grant Date | Units/Amount | Vesting/Settlement | Notes |
|---|---|---|---|---|
| Schulz RSUs (pro‑rata for service from Q3 2024 to 2025 Annual Meeting) | Sep 17, 2024 | $75,000 grant-date fair value | Fully vested on grant; settle per plan (termination, 5 years, or CoC) | Vested Director RSUs reflected in ownership footnote |
| Annual Director RSUs (standard) | Annual Meeting (from 2025 onward) | $125,000 value; shares determined by NYSE closing price on grant date | Fully vested on grant; settlement terms as above | Chair previously received $150,000 in 2024 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| BFAM (Bright Horizons) | Public | Director (Independent) | N/A |
| Lyra Health | Private | CEO; Director | No related-party transactions disclosed by BFAM in 2024; Audit Committee reviews any related person transactions per policy |
| Leaf Group | Public (prior) | Director (ended Jun 2021) | No current interlock |
Expertise & Qualifications
- Over 25 years in e‑commerce, digital marketing, payments; senior leadership across Experian and Visa; brings operational scale, product, and data expertise .
- Board seeks expertise across multi‑site operations, finance/accounting, risk, and human capital; Schulz contributes to digital/innovation and C‑suite leadership skill-mix .
Equity Ownership
| As of | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Apr 10, 2025 | 542 | <1% (*) | Includes 542 shares acquirable upon settlement of vested Director RSUs |
Notes:
- Stock ownership guidelines: Non‑employee directors must own shares equal to 5x annual board cash retainer within five years of appointment; Schulz has five years from Sept 2024 to comply .
- Hedging/pledging: Prohibited under Insider Trading Policy for directors; pledging specifically prohibited .
- No tax gross‑ups; option repricing prohibited absent shareholder approval .
Governance Assessment
- Independence, attendance, and committee participation: Strong baseline—Board confirms independence, 100% attendance in 2024 across directors, Schulz slated to join Compensation Committee in June 2025, aligning her data/people-analytics background with pay oversight .
- Compensation mix and alignment: Director pay increases modestly in 2025 (cash retainer and RSU value), with equity grants fully vested on grant but deferred settlement—a structure that supports ownership accumulation without short-term performance metrics; ownership guidelines enforced (5x retainer) .
- Pay-for-performance governance signals: Executive pay program shows robust practices (caps, clawback, no hedging/pledging, no option repricing); Board engaged an independent consultant for director pay refresh, indicating responsiveness to market norms .
- Conflicts/related-party exposure: BFAM disclosed no reportable related person transactions in 2024; Audit Committee policy governs any future related-party matters; Schulz’s external CEO role at Lyra Health is disclosed with no BFAM related‑party dealings indicated .
- Shareholder feedback: Executive say‑on‑pay received ~94% approval at the 2024 annual meeting—supportive of compensation governance framework; off‑season engagement addresses governance topics including Board oversight, HCM, and ESG .
Fixed Compensation (Director-Specific Summary)
| Item | Amount | Period | Notes |
|---|---|---|---|
| Schulz Fees Earned or Paid in Cash | $25,000 | FY 2024 (pro‑rata for two quarters) | Pro‑rata after Sept 2024 appointment |
| Standard Board Member Retainer | $50,000 | FY 2024 | Legacy program |
| Standard Board Member Retainer | $75,000 | FY 2025 onward | New program effective Jan 1, 2025 |
Performance Compensation (Director-Specific Summary)
| Item | Grant-Date Fair Value | Grant Date | Vesting | Settlement | Units |
|---|---|---|---|---|---|
| Schulz RSUs (pro‑rata) | $75,000 | Sep 17, 2024 | Fully vested on grant | Earliest of termination, 5th anniversary, or change of control | Ownership footnote shows 542 vested Director RSUs |
| Annual Director RSUs | $125,000 | Annual Meeting (2025 onward) | Fully vested on grant | Settlement per plan | Shares determined by grant-date closing price |
Other Director Policy Highlights and Risks
- Anti‑hedging and anti‑pledging policy applies to directors (RED FLAG if violated; none disclosed) .
- Majority voting in uncontested elections; resignation policy if not receiving majority support enhances accountability .
- Overboarding policy; Schulz within limits (current public company directorships: 1 including BFAM) .
- Related‑party transaction policy with Audit Committee oversight; none reported in 2024 .
- Clawback policy applies to executive incentive compensation (not director equity), but indicates governance rigor .
No director-specific meeting fees or perquisites beyond expense reimbursement; equity awards are fully vested RSUs with deferred settlement, reinforcing ownership alignment without short-term performance hurdles .
RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; no tax gross‑ups; no option repricing; attendance 100% in 2024 .
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 say‑on‑pay approval ~94% indicates broad investor support for compensation governance; off‑season engagement covered Board refreshment, risk oversight, HCM, and ESG .