Jordan Hitch
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Jordan Hitch
Independent director since 2008; age 58; currently Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee. Background includes 18 years as Managing Director at Bain Capital and prior consulting at Bain & Company; currently an active private investor. He presides over executive sessions of independent directors. Current public company directorships (including Bright Horizons): 2, with his BFAM board term listed as Class 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital | Managing Director | 18 years | Capital markets and strategic development experience cited as Board qualification |
| Bain Capital | Senior Advisor | 2015–2017 | Ongoing advisory experience post-MD tenure |
| Bain & Company | Consultant | Not disclosed | Financial services, healthcare, utilities sector experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Stores, Inc. (NYSE: BURL) | Director | Not disclosed | Chair of Compensation Committee |
Interlock note: Director Mary Ann Tocio also serves on BURL (Compensation Committee member; Chair of Nominating & Governance), creating a shared external board relationship with Hitch.
Board Governance
- Committee assignments: Compensation Committee (Chair), Nominating & Corporate Governance Committee (Member); committees comprised entirely of independent directors under NYSE and SEC rules.
- Independence: Board is majority independent; Hitch is identified as independent.
- Attendance: In 2024, all directors attended 100% of Board and applicable committee meetings; Board met 4 times, with committee meetings as follows: Audit (9), Compensation (2), Nominating (6).
- Board leadership: Independent Chair (David H. Lissy); executive sessions of independent directors presided over by Hitch.
- Risk oversight: Compensation Committee oversees compensation-related risk, succession planning, and compliance with shareholder advisory votes; Nominating Committee oversees ESG, HCM policies, and board refreshment.
- Compensation consultant: Meridian Compensation Partners engaged to review director compensation; Committee determined Meridian’s independence.
- Policies: Anti-hedging and anti-pledging; no tax gross-ups; no option repricing without shareholder approval; 3x cap on corporate performance bonus (executives).
Fixed Compensation
| Metric | 2024 | 2025 Program (Effective Jan 1, 2025) |
|---|---|---|
| Board Annual Retainer (Member) | $50,000 | $75,000 |
| Board Chair Retainer | $225,000 | $175,000 |
| Audit Committee – Chair | $25,000 | $25,000 |
| Audit Committee – Member | $10,000 | $12,500 |
| Compensation Committee – Chair | $15,000 | $15,000 |
| Compensation Committee – Member | $7,500 | $10,000 |
| Nominating & Governance – Chair | $10,000 | $15,000 |
| Nominating & Governance – Member | $5,000 | $10,000 |
| Special Committee – Chair/Member | $5,000 | $5,000 |
| Director-Specific (2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jordan Hitch | 70,000 | 100,000 | 170,000 |
Performance Compensation
| Component | Grant Value | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|
| Director RSUs (standard annual grant) | $100,000 in 2024; $125,000 beginning with 2025 Annual Meeting | Fully vested on grant date | Earliest of (1) termination of service, (2) fifth anniversary, or (3) change of control | None disclosed for directors; RSUs not performance-conditioned |
Other Directorships & Interlocks
| Person | External Board | Role | Committee |
|---|---|---|---|
| Jordan Hitch | Burlington Stores (BURL) | Director | Compensation Committee Chair |
| Mary Ann Tocio | Burlington Stores (BURL) | Director | Compensation Committee Member; Nominating & Governance Chair |
Expertise & Qualifications
- Corporate finance, strategic development, and capital markets expertise cited; prior deep investing and operational advisory experience.
- Committee leadership experience across compensation at BFAM and BURL.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jordan Hitch | 9,706 | ~0.017% (9,706 / 57,378,107) | RSU holdings included in footnotes to beneficial ownership table; fully vested at grant for director RSUs |
- Stock ownership guidelines: Non-employee directors must own ≥5x annual Board cash retainer; compliance reviewed annually; as of Dec 31, 2024, all non-employee directors met/exceeded the requirement except Ms. Schulz (new appointee with five years to comply).
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Company securities by directors and related parties.
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair and presiding independent director in executive sessions; 100% meeting attendance in 2024; use of independent compensation consultant; robust anti-hedging/anti-pledging policy and ownership guidelines; clear committee charters for risk oversight and succession planning.
- Compensation structure: Director pay increased to align with market (cash retainer and RSU grant value); committee fees adjusted (notably Nominating & Governance).
- Interlocks/related-party considerations: Shared external board (BURL) with another BFAM director (Tocio); Audit Committee oversees related person transactions via formal policy. No specific related-party transactions involving Hitch are disclosed.
- RED FLAGS: None disclosed regarding hedging/pledging (prohibited), tax gross-ups (none), or option repricing (prohibited without shareholder approval).