Laurel J. Richie
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Laurel J. Richie
Independent director since 2019 (age 66); currently Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee. Background includes President of the WNBA (2011–2015), Chief Marketing Officer at Girl Scouts USA (2008–2011), and senior leadership at Ogilvy & Mather (1984–2008). Reclassified in June 2024 from the 2027 Class to the 2026 Class; stands for re‑election at the 2026 Annual Meeting. Serves on public boards of Synchrony Financial (SYF) and Hasbro (HAS) with compensation and governance committee roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Women’s National Basketball Association (WNBA) | President | May 2011 – Nov 2015 | Executive leadership of league operations |
| Girl Scouts of the USA | Chief Marketing Officer | 2008 – 2011 | Brand and marketing leadership |
| Ogilvy & Mather | Senior Partner & Executive Group Director | 1984 – 2008 | Founding member of Diversity Advisory Board |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Synchrony Financial (NYSE: SYF) | Director | Current | Management Development & Compensation; Nominating & Corporate Governance |
| Hasbro, Inc. (Nasdaq: HAS) | Director | Current | Compensation; Nominating, Governance & Social Responsibility |
| Dartmouth College | Trustee; Board Chair | Chair 2017 – 2021 | Board leadership |
| Naismith Basketball Hall of Fame | Trustee (former) | Prior | Governance role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Affirmatively determined independent under NYSE rules (all directors except CEO are independent) .
- Attendance: 100% of Board and applicable committee meetings in 2024; 90% director attendance at 2024 annual meeting .
- Executive sessions: Independent directors hold regular sessions; presided over by Jordan Hitch (not the Chair of the Board) .
- Board refresh/declassification: Ongoing declassification to annual elections by 2027; Richie reclassified to 2026 Class effective June 5, 2024 .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 9 |
| Nominating & Corporate Governance | Chair | 6 |
Fixed Compensation
| Year/Program | Component | Amount/Terms |
|---|---|---|
| 2024 actual | Fees earned (cash) | $70,000 |
| 2024 actual | Stock awards (RSUs, grant-date fair value) | $100,000 |
| 2024 actual | Total | $170,000 |
| 2025 program | Board member annual cash retainer | $75,000 |
| 2025 program | Nominating & Corporate Governance Chair fee | $15,000 |
| 2025 program | Audit Committee member fee | $12,500 |
| 2025 program | Annual director RSU grant (fully vested at grant) | $125,000; settled upon earliest of board departure, 5th anniversary, or change of control |
| 2025 program | Expenses | Reasonable out-of-pocket reimbursed |
- Independent consultant engagement: Meridian Compensation Partners reviewed and recommended 2025 director compensation structure; Compensation Committee determined Meridian’s independence .
Performance Compensation
Directors do not receive performance-based pay. RSUs are granted at a fixed value, fully vested at grant, and are not tied to operating or market performance metrics. No options or performance share units are described for non‑employee directors.
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Adjusted EBITDA target(s) | No | Used for executive annual bonuses/PRSUs, not for directors |
| Adjusted EPS target(s) | No | Executive bonus metric; not applicable to directors |
| TSR | No | Contextual performance only; not linked to director awards |
| Director RSU vesting | N/A | Fully vested at grant; settlement deferred as specified |
Other Directorships & Interlocks
| Company | Relationship to BFAM | Interlock/Conflict Consideration |
|---|---|---|
| Synchrony Financial (SYF) | External directorship | No related person transactions reported for 2024; Audit Committee reviews/approves any such transactions per policy |
| Hasbro (HAS) | External directorship | No related person transactions reported for 2024; policy thresholds and controls apply |
- Related party transactions: None reported in 2024; Audit Committee oversees and pre‑approves under defined thresholds (e.g., < greater of $1,000,000 or 2% of counterparty revenues) .
Expertise & Qualifications
- Executive leadership in marketing, communications, brand development, and governance/social responsibility; current governance committee chair role at BFAM reflects this skill set .
- Experience on compensation and nominating/governance committees at SYF and HAS; adds cross‑industry governance expertise .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 5,697 shares |
| Includes vested Director RSUs | 4,760 shares deliverable upon settlement are included in beneficial ownership |
| Shares outstanding (record date) | 57,378,107 shares |
| Ownership % of outstanding | ~0.01% (derived from above) |
| Hedging/pledging | Prohibited by company policy for directors/officers/employees |
| Director stock ownership guidelines | Minimum 5x annual board cash retainer; directors met/exceeded as of 12/31/2024, except a new appointee (Schulz) who has 5 years to comply |
Governance Assessment
-
Positives and investor-confidence signals:
- Independent status, 100% meeting attendance in 2024, and active leadership as Nominating & Corporate Governance Chair .
- Strong governance practices: majority voting, anti‑hedging/pledging, clawback policy, no poison pill, stock ownership guidelines .
- Board refresh and declassification underway; structured shareholder engagement; limits on overboarding (≤4 boards, which Richie meets) .
- Director pay structure reviewed by an independent consultant (Meridian) and updated to market norms in 2025 .
- Strong say‑on‑pay support (94% in 2024) indicating overall shareholder alignment on compensation framework .
-
Potential risk indicators and conflicts:
- External board roles at SYF and HAS create standard interlocks but no related‑party transactions were reported in 2024; Audit Committee has explicit oversight and pre‑approval thresholds for any future related person dealings .
- No hedging/pledging permitted, reducing alignment-risk; no tax gross‑ups and no option repricing limits compensation‑risk .
Overall, Richie’s committee leadership, independence, full attendance, and compliance with ownership guidelines support board effectiveness and investor confidence; no material conflicts or red flags were disclosed for 2024.