Lawrence M. Alleva
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Lawrence M. Alleva
Independent director at Bright Horizons Family Solutions (BFAM); age 75; director since 2012. Former PwC partner (28 years) and Certified Public Accountant (inactive), with senior national leadership role in PwC’s Ethics and Compliance Group overseeing design/implementation of controls and PCAOB inspection responses. At BFAM, he serves as Audit Committee Chair and is a member of the Compensation Committee; designated an “audit committee financial expert.” Current public company directorships (including BFAM): 4.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; senior national leader, Ethics & Compliance Group | 1971–2010 (partner for 28 years) | Led design/implementation of best-practice procedures, internal controls, monitoring; managed responses to PCAOB inspection reports |
| Ithaca College | Trustee; Vice-Chair | 20+ years; Vice-Chair for 10 years | Long-term governance experience in higher education |
External Roles
| Company | Role | Committee Roles | Status / Years |
|---|---|---|---|
| Bright Horizons Family Solutions (NYSE: BFAM) | Director | Audit (Chair); Compensation | Director since 2012; standing for one-year term per declassification |
| Adaptimmune Therapeutics PLC (Nasdaq: ADAP) | Director | Audit (Chair) | Current |
| Mersana Therapeutics Inc. (Nasdaq: MRSN) | Director | Audit (Chair); Nominating & Governance (member) | Current |
| Galera Therapeutics, Inc. (Nasdaq: GRTX) | Director | Audit (Chair); Compensation (member) | Current |
| Tesaro Inc. (Nasdaq: TSRO) | Director | Audit (Chair) | Prior |
| Mirna Therapeutics, Inc. (Nasdaq: MIRN) | Director | Audit (Chair) | Prior |
| GlobalLogic, Inc. | Director | Audit (Chair) | Prior (capacity similar to audit chair) |
| Total current public company directorships | — | — | 4 (including BFAM) |
Board Governance
- Committee assignments (BFAM): Audit Committee Chair; Compensation Committee member; independently designated audit committee financial expert.
- Audit Committee current members: Alleva (Chair), Minehan, Richie; all independent under Rule 10A-3 and NYSE Rules; Alleva and Minehan are “financial experts.”
- Compensation Committee current members: Hitch (Chair), Alleva, Bekenstein; all independent under NYSE Rules.
- Independence: Board has affirmatively determined all directors except CEO are independent under NYSE standards.
- Attendance and engagement: In 2024, Board held 4 meetings (plus 2 written consents); committees met Audit 9, Compensation 2, Nominating & Governance 6; all directors attended 100% of Board and committee meetings during their service periods; 90% attended the 2024 annual meeting.
- Executive sessions: Non-management and independent directors meet in executive session periodically; presiding independent director is Jordan Hitch.
- Board declassification: Approved in 2024; transitioning to annual elections with full declassification by 2027.
- Limits on Board service and audit committees: Directors limited to ≤4 public boards; audit committee service >3 requires Board review. The Board reviewed and determined Alleva’s four simultaneous audit committee roles do not impair his effectiveness on BFAM’s Audit Committee.
Fixed Compensation
| Component | 2024 (Actual) | 2025 Program (Schedule) |
|---|---|---|
| Board cash retainer (member) | Included in $82,500 total cash fees | $75,000 |
| Committee cash fees (Audit Chair; Comp Member) | Included in $82,500 total cash fees | Audit Chair $25,000; Compensation Member $10,000 |
| Annual director equity grant (RSUs) | $100,000 grant-date fair value | $125,000 RSUs (fully vested at grant; settlement at termination, 5th anniversary, or change of control) |
Notes:
- 2024 cash fees for Alleva totaled $82,500; equity RSUs $100,000; total $182,500.
- 2025 program rebalance increased member retainer to $75,000 and annual RSUs to $125,000; committee member fees were increased modestly (e.g., Comp member from $7,500 to $10,000).
Performance Compensation
- Director equity structure: Annual RSUs for non-employee directors are fully vested at grant; no performance-based director awards (no PSUs/options disclosed for directors). Settlement occurs at termination, five years from grant, or change of control.
- Company performance metrics under executive incentive programs (context for Compensation Committee oversight):
| Metric (2024) | Target | Actual | % of Target Achieved |
|---|---|---|---|
| Adjusted EBITDA | $421.9 million | $409.29 million | 76.0% |
| Adjusted EPS (diluted adjusted) | $3.45 | $3.47 | 104.0% |
- Annual cash bonus framework (executives): 50% individual performance (all NEOs earned 50% portion); 50% corporate performance equally weighted Adjusted EBITDA and Adjusted EPS; corporate portion paid on sliding scale with 3x cap.
Other Directorships & Interlocks
| External Board | Sector | BFAM Relationship | Potential Interlock / Conflict Commentary |
|---|---|---|---|
| Adaptimmune (ADAP) | Biotech | No direct overlap with childcare services | Low operating conflict; time/attention risk mitigated by Board review of audit overboarding |
| Mersana (MRSN) | Biotech | No direct overlap with childcare services | Low operating conflict; audit chair role demands significant oversight |
| Galera (GRTX) | Biotech | No direct overlap with childcare services | Low operating conflict; dual committee roles (Audit Chair, Comp member) increase time commitments |
- Related party transactions: None reportable in 2024; Audit Committee reviews/approves related person transactions per policy.
Expertise & Qualifications
- CPA (inactive) with deep audit assurance, Sarbanes-Oxley, corporate governance, internal controls, and risk management expertise.
- Audit committee financial expert designation at BFAM.
- Extensive public company board and audit chair experience across life sciences companies (ADAP, MRSN, GRTX) and prior roles at Tesaro, Mirna, GlobalLogic.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Lawrence M. Alleva | 10,264 | <1% | Includes 4,760 shares issuable upon settlement of vested Director RSUs |
- Stock ownership guidelines: Non-employee directors required to hold ≥5x annual Board cash retainer; as of Dec 31, 2024, all non-employee directors met/exceeded requirements except Ms. Schulz (new appointee with 5 years to comply).
- Anti-hedging/anti-pledging: Prohibited for directors; no pledging of company stock permitted.
Governance Assessment
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Strengths:
- Long-tenured independent director with deep audit, compliance, and financial controls expertise; Audit Committee Chair and designated financial expert, supporting robust oversight of financial reporting, ERM, cybersecurity, and related party transactions.
- Perfect 2024 attendance across Board/committee meetings and engagement in executive sessions; strong independence and Board declassification advancing accountability.
- Director compensation aligned with market via 2025 refresh (cash + RSUs), and strong ownership alignment through 5x retainer guideline (met).
- Shareholder confidence signals: 94% say-on-pay approval for NEOs; active off-season shareholder engagement.
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RED FLAGS / Watch items:
- Audit overboarding: Serves on four public company audit committees simultaneously (including BFAM). While BFAM’s Board explicitly determined no impairment, this exceeds typical three-committee guidance and warrants continued monitoring for time/attention risks.
- Multi-board commitments (four current directorships) increase workload; ensure continued 100% attendance and responsiveness to BFAM risk oversight obligations.
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Net view: Alleva’s audit leadership, controls orientation, and consistent attendance support investor confidence in BFAM’s financial governance. Continued vigilance on audit committee workload and external board commitments is advisable; current controls, independence, and policies (no hedging/pledging; related party oversight) mitigate alignment risks.