Mandy Berman
Chief Operating Officer, Back-up Care and Emerging Care Services at 
BRIGHT HORIZONS FAMILY SOLUTIONS
BRIGHT HORIZONS FAMILY SOLUTIONSExecutive
About Mandy Berman
Mandy Berman, age 54, is Chief Operating Officer, Back-up Care and Emerging Care Services at Bright Horizons (BFAM) since February 2023, having previously served as EVP and Chief Administrative Officer at BFAM (2016–2019) and senior operating roles in Back-up Care from 2005–2015; she also held COO roles at Marathon Health and 42 North Dental before rejoining BFAM . Company performance under the current NEO framework includes 2024 revenue growth of 11% with Back-Up Care revenue at $610M and Adjusted EPS exceeding target ($3.47 vs $3.45), while 1-year TSR was 17.61% (3-year: -4.16%; 5-year: -5.92%) . Her incentives are directly tied to Adjusted EBITDA and Adjusted EPS in annual bonus design and Adjusted EBITDA growth in PRSUs, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bright Horizons Family Solutions | EVP & Chief Administrative Officer (responsible for Back-up Care, IT, client reporting) | Jan 2016–Feb 2019 | Oversight of Back-up Care operations, IT, and client reporting |
| Bright Horizons Family Solutions | EVP, Back-up & Global Operations | Jan 2014–Dec 2015 | Led Back-up Care and global operations |
| Bright Horizons Family Solutions | VP/SVP, Back-up Care Operations | Sep 2005–Dec 2013 | Built and scaled Back-up Care operations; joined via ChildrenFirst acquisition |
| Marathon Health | Chief Operating Officer | Sep 2020–Jan 2023 | COO of employer-sponsored health centers nationwide |
| 42 North Dental | Chief Operating Officer | Mar 2019–Aug 2020 | COO of New England dental support organization |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HarborOne Bank (NASDAQ: HONE) | Director | Since 2019 | Public company board service |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $344,000 | $414,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Annual Bonus – Individual Component ($) | $172,000 | $207,000 |
| Annual Bonus – Corporate Component ($) | $109,392 | $207,000 |
| Total Annual Incentive ($) | $281,392 | $414,000 |
Notes:
- 2024 annual bonus payout equaled 100% of salary after: individual performance at 50%, corporate weighted achievement 47.5% (Adjusted EBITDA 76% of target; Adjusted EPS 104% of target), plus a 2.5% discretionary adjustment to align Home Team payout .
Performance Compensation
Annual Cash Bonus Mechanics (FY 2024)
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 25% of total bonus (50% corporate half × 50%) | $421.9M | $409.29M | 76.0% of target achievement within sliding scale |
| Adjusted EPS (Diluted Adjusted) | 25% of total bonus (50% corporate half × 50%) | $3.45 | $3.47 | 104.0% of target; capped structure applies |
| Individual Performance Goals | 50% of total bonus | Pre-set qualitative goals | Full attainment | 100% of individual half |
| Discretionary Adjustment | n/a | n/a | +2.5% | Applied to total payout to align Home Team 100% payout |
Result: Weighted corporate achievement 47.5% of total bonus; with individual half at 50% and +2.5% discretionary, actual payout = 100% of salary .
Long-term Incentive Plan (LTIP) Awards (Granted 3/4/2024)
| Instrument | Weighting | Grant Date | Target Value ($) | Shares/Options Granted | Key Terms |
|---|---|---|---|---|---|
| RSUs | 50% | 3/4/2024 | $550,000 | 4,756 | 3-year cliff vest; single/double-trigger per CoC rules |
| PRSUs (Adj. EBITDA growth) | 25% | 3/4/2024 | $275,000 | 2,378 (target) | 3-year cliff; vest based on 3-year average annual Adj. EBITDA growth (0%/50%/100%/200% schedule) |
| Stock Options | 25% | 3/4/2024 | $275,000 | 5,356 | Vest 1/3 per year over 3 years; exercise price $115.65; 10-year term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/10/2025) | 9,384 shares; less than 1% of outstanding |
| Included in Beneficial Count | 7,195 shares via options exercisable within 60 days |
| Unvested RSUs | 7,052 vest 2/24/2026; 4,756 vest 3/4/2027; 4,224 vest 3/5/2028 |
| Unvested PRSUs (target) | 3,526 vest 2/24/2026; 2,378 vest 3/4/2027; 2,112 vest 3/5/2028 (subject to performance) |
| Outstanding Options | 2,714 exercisable, 5,512 unexercisable at $77.99 (grant 2/24/2023; expire 2/24/2033); 5,356 unexercisable at $115.65 (grant 3/4/2024; expire 3/4/2034) |
| Ownership Guidelines | Executives must hold ≥3x salary; reviewed annually |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
| Clawback | Mandatory recovery of incentive-based pay upon accounting restatement (NYSE/SEC compliant) |
Employment Terms
Severance and Change-of-Control Economics (as of 12/31/2024; illustrative)
| Scenario | Pro-Rata Bonus ($) | Salary/Bonus Continuation ($) | Medical Benefits ($) | Accelerated Equity ($) |
|---|---|---|---|---|
| Termination without cause/for good reason + Change of Control | 414,000 | 1,656,000 | 99,520 | 2,144,500 |
| Termination without cause/for good reason (no CoC) | 414,000 | 414,000 | — | 326,724 |
| Death/Disability | 414,000 | — | — | 326,724 |
| Change of Control (equity accel. only) | — | — | — | 181,124 |
Key provisions:
- Equity treatment: Immediate vesting at CoC for options/RSUs if employed >2 years; for <2 years, vesting is double-trigger upon qualifying termination within 12 months post-CoC. PRSUs vest at target with similar tenure/double-trigger distinctions .
- Protection Period: 24 months post-CoC; severance equals prior two years’ total base salary + cash bonus, paid bi-weekly; 24 months of health premiums if elected .
Performance & Track Record
- Segment performance: Back-Up Care Services revenue grew to $610M in 2024, aligning with Berman’s operating remit .
- Company outcomes: 2024 Adjusted EPS exceeded target ($3.47 vs $3.45) while Adjusted EBITDA achieved 76% of target; overall revenue growth was 11% year-over-year .
- Stock performance: 1-year TSR 17.61%; 3-year -4.16%; 5-year -5.92% as of 12/31/2024 .
Compensation Structure Analysis
- Mix and risk: Conservative base pay with heavy equity weighting (RSUs 50%, PRSUs 25%, Options 25%); PRSUs tied to Adjusted EBITDA growth encourages operational execution and long-term value creation .
- Annual bonus rigor: 50% tied to corporate performance (Adjusted EBITDA, Adjusted EPS) on a sliding scale with a 3x cap; 50% tied to pre-set individual objectives; modest 2.5% discretionary overlay in 2024 to align team payout .
- Governance safeguards: Clawback policy, anti-hedging/pledging, no option repricing, no tax gross-ups, minimum vesting standards .
Say-On-Pay & Shareholder Feedback
- Say-on-pay: ~94% approval at 2024 Annual Meeting, indicating strong investor support for NEO compensation framework .
- Engagement: Off-season outreach covered compensation, governance, and HCM; feedback routed through Board committees .
Investment Implications
- Alignment: Strong pay-for-performance design ties annual bonus to Adjusted EBITDA/EPS and PRSUs to multi-year Adjusted EBITDA growth, reducing misalignment risk .
- Retention vs. selling pressure: Significant unvested RSUs/PRSUs with staged vesting through 2028 and options vesting through 2027–2034 suggest retention incentives; anti-hedging/pledging policy limits misaligned liquidity strategies .
- CoC economics: Double-trigger protections and substantial equity acceleration under change-of-control can be value-relevant in M&A scenarios; severance multiples are formulaic and time-bound, with clear benefit continuation .
- Execution lens: Back-Up Care revenue momentum ($610M) plus EPS outperformance vs target supports operational credibility under Berman’s remit; EBITDA target underperformance underscores ongoing efficiency focus needed .
- Governance quality: Robust safeguards (clawback, no repricing, no gross-ups) and high say-on-pay support reduce compensation-related headline risk .