Joshua Bekenstein
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Joshua Bekenstein
Independent director of Bright Horizons Family Solutions Inc. (BFAM), age 66, serving on the Board since 1986; currently a member of the Compensation Committee. Senior Advisor at Bain Capital LLP since January 1, 2023, and previously a Managing Director at Bain Capital since 1986; brings multi-decade private equity and public board experience across sectors and geographies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons Family Solutions Inc. | Director | 1986–present | Compensation Committee member; long-tenured board perspective |
| Bain Capital LLP | Senior Advisor | Jan 1, 2023–present | Advisory capacity; prior MD experience informs capital markets and strategy oversight |
| Bain Capital LLP | Managing Director | 1986–2022 | Led investments across sectors; governance oversight on portfolio boards |
| The Michaels Companies, Inc. | Director | Until Jan 2022 | Prior public company governance experience |
| Canada Goose Holdings Inc. | Director | Until Sept 2023 | Prior public company governance experience |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRP Inc. (TSX: DOO) | Director | Current | Board-level oversight; sector exposure (consumer/leisure) |
| Dollarama Inc. (OTC: DLMAF) | Director | Current | Board-level oversight; sector exposure (retail) |
| The Michaels Companies, Inc. | Director | Former (to Jan 2022) | Retail governance; capital markets familiarity |
| Canada Goose Holdings Inc. | Director | Former (to Sept 2023) | Consumer brand governance; operational insights |
Board Governance
- Committee assignments: Compensation Committee member; committee chaired by Jordan Hitch; other members include Lawrence M. Alleva .
- Independence: Board affirmatively determined all directors, except the CEO, are independent under NYSE rules; Bekenstein is independent .
- Attendance and engagement: In 2024, all directors attended 100% of Board and applicable committee meetings; Board met 4 times; Compensation Committee held 2 meetings and acted by written consent 4 times, indicating active oversight cadence .
- Board leadership: Separate independent Chair (David H. Lissy); executive sessions of independent directors presided over by Jordan Hitch .
- Board refresh/declassification: Ongoing declassification through 2027; refresh adds newer independent directors alongside longer-tenured members .
Fixed Compensation
| Year/Program | Board Cash Retainer (Member) | Committee Fee (Comp Committee Member) | Annual Director Equity Grant (RSUs) | Notes |
|---|---|---|---|---|
| 2024 actuals (per director comp table) | $57,500 (Bekenstein total fees incl. committee) | Included in fees above | $100,000 grant-date fair value | RSUs fully vested on grant; settlement deferred |
| 2025 program (effective Jan 1, 2025) | $75,000 | $10,000 | $125,000; RSUs fully vested on grant; settled on earliest of board departure, 5th anniversary, or change of control | Board Chair cash retainer $175,000 |
2024 total compensation (Bekenstein): $157,500 comprising $57,500 cash and $100,000 stock awards .
Performance Compensation
- Director equity is granted as RSUs that are fully vested on grant with deferred settlement; there are no performance-conditioned metrics or director options in the program; therefore, no pay-for-performance structures apply to non-employee directors .
Other Directorships & Interlocks
- Current public boards: BRP Inc. and Dollarama Inc.; prior boards include The Michaels Companies and Canada Goose. These companies operate in consumer/retail and leisure, with no disclosed related-party transactions with BFAM in 2024, reducing conflict risk .
- BFAM policy: Audit Committee reviews and approves related-person transactions; none reportable in 2024, and specified pre-approved categories are tightly scoped (e.g., <=2% revenue thresholds, charitable caps) .
Expertise & Qualifications
- Capital markets and private equity leadership (Bain Capital senior roles) underpin expertise in strategic planning, risk, and value creation; adds multi-site operations perspective through service on diversified consumer boards .
- Long-tenure at BFAM delivers deep institutional knowledge; complements refreshed board with balanced continuity and new perspectives .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Joshua Bekenstein | 9,706 | ~0.017% (9,706 / 57,378,107) | Includes 4,760 shares acquirable upon settlement of vested Director RSUs |
- Stock ownership guidelines: Non-employee directors must hold 5x annual Board cash retainer; as of Dec 31, 2024, all non-employee directors met/exceeded guidelines except a new appointee (Schulz); Bekenstein meets requirement .
- Hedging/pledging: Prohibited for directors; mitigates misalignment risk; anti-pledging reduces collateralization risk .
Governance Assessment
- Positives:
- Independence, 100% attendance, and active Compensation Committee participation signal reliable oversight .
- Strong director ownership guidelines and anti-hedging/pledging policy support alignment and risk discipline .
- No related-party transactions in 2024; robust RPT policy administered by Audit Committee .
- Separate Chair/CEO roles and regular independent executive sessions enhance board effectiveness .
- Considerations/Red Flags:
- Very long tenure (since 1986) can raise entrenchment concerns; ongoing board declassification and refresh partially mitigates .
- Director RSUs fully vest at grant (with deferred settlement), reducing explicit performance linkage in director pay; common market practice but not performance-based .
- Bain Capital affiliation: Senior Advisor role may present perception of interlocks, but Board independence affirmed and no reportable related-party dealings in 2024 .
Shareholder signals: BFAM’s 2024 say‑on‑pay passed with ~94% support, indicating broad investor approval of compensation governance and oversight frameworks .