Mary Ann Tocio
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Mary Ann Tocio
Independent director of Bright Horizons Family Solutions (BFAM); age 77; director since 2001. Former President and Chief Operating Officer (COO) of BFAM (President & COO from June 2000 to June 2015; COO since 1993; joined the company in 1992), with more than 30 years of multi-site services management experience. Effective June 3, 2025, she will serve on BFAM’s Audit Committee. The Board affirms all directors other than the CEO are independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons Family Solutions | President & COO | Jun 2000 – Jun 2015 | Led operations of a complex, growing multi-site organization; prior COO since 1993; joined BH in 1992 as VP & GM of Child Care Operations. |
| Health Stop Medical Management, Inc. | SVP, Operations | Not disclosed | Senior operating leadership at multi-site healthcare services company. |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Burlington Stores, Inc. (NYSE: BURL) | Director | Current | Member, Compensation Committee; Chair, Nominating & Governance Committee. |
| 1Life Healthcare, Inc. (NASDAQ: ONEM) | Director | Sep 2021 – Feb 2023 | Not specified. |
| Civitas Solutions, Inc. (NYSE: CIVI) | Director | Oct 2015 – Mar 2019 | Not specified. |
Board Governance
- Committee assignments and independence: Tocio is an independent director; effective June 3, 2025, she joins the Audit Committee. All standing committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent under NYSE rules.
- Attendance and engagement: In 2024, the Board met 4 times and all directors attended 100% of the Board and committee meetings on which they served. Executive sessions of independent directors are regularly held and are presided over by director Jordan Hitch.
- Board structure and refreshment: Ongoing declassification with all directors expected to stand for annual terms by 2027; demonstrates responsiveness to shareholder preferences.
- Shareholder engagement and Say-on-Pay: Off-season outreach contacted holders of >50% of shares and held meetings with >20%; Say-on-Pay received ~94% support in 2024, indicating strong investor alignment.
- Conflicts/related parties: Company reports no related person transactions in 2024; Audit Committee oversees related person transaction policy and approvals.
- Risk oversight: Audit Committee oversees ERM, cybersecurity, data privacy; Board maintains active oversight across strategic, operational, and human capital risks.
Fixed Compensation
| Item | 2024 Amount/Status | 2025 Program | Notes |
|---|---|---|---|
| Board Annual Cash Retainer (Member) | $50,000 (program in effect during 2024) | $75,000 | Pro-rated if partial-year service. |
| Board Chair Cash Retainer | $225,000 (Chair) | $175,000 (Chair) | Chair does not receive member retainer. |
| Audit Committee Fees | Chair $25,000; Member $10,000 | Chair $25,000; Member $12,500 | 2025 member fee increased. |
| Compensation Committee Fees | Chair $15,000; Member $7,500 | Chair $15,000; Member $10,000 | 2025 member fee increased. |
| Nominating & Governance Fees | Chair $10,000; Member $5,000 | Chair $15,000; Member $10,000 | 2025 chair & member fees increased. |
| Meeting Fees | Not disclosed | Not disclosed | Program specifies retainers and committee fees; no per-meeting fees disclosed. |
| Tocio 2024 Cash Fees | $50,000 | N/A | As reported in 2024 Director Compensation table. |
Performance Compensation
| Equity Element | 2024 (Program) | 2025 (Program) | Vesting/Settlement |
|---|---|---|---|
| Annual Director RSU grant (non-employee director) | $100,000 (Chair $150,000) grant-date fair value | $125,000 per director | Director RSUs are fully vested on grant date and settle at earliest of (1) termination of Board service, (2) 5th anniversary of grant, or (3) change of control. |
| Tocio 2024 Stock Awards | $100,000 (grant-date fair value) | N/A | Included in RSUs; fully vested at grant with deferred settlement mechanisms above. |
Note: Director equity is not performance-based; no financial or ESG performance conditions are tied to director RSUs.
Director-Specific Compensation Summary (2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Stock Awards (RSUs, grant-date fair value) | $100,000 |
| Total | $150,000 |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Governance Note |
|---|---|---|
| Burlington Stores (BURL) | Tocio (Director; Comp Committee member; N&G Chair) and BFAM director Jordan Hitch (Director; Compensation Committee Chair) both serve on BURL’s board. | Interlock may enhance information flow; no related-party transactions disclosed by BFAM in 2024. |
Expertise & Qualifications
- Deep operating experience in multi-site services and child care/education; former BH President & COO; expertise in managing complex growth organizations.
- Public board governance: current BURL director (N&G Chair, Comp member); prior boards at ONEM and CIVI.
- Committee service: will serve on BFAM’s Audit Committee effective June 3, 2025, augmenting financial oversight bench.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Mary Ann Tocio | 22,757 | Includes 4,760 shares issuable upon settlement of vested Director RSUs. Less than 1% of outstanding shares. |
| Shares Outstanding (Record Date) | 57,378,107 | For context on ownership scale. |
- Ownership guidelines: Non-employee directors must hold shares equal to 5x the annual Board cash retainer; as of Dec 31, 2024, all non-employee directors met or exceeded the requirement except Ms. Schulz (appointed Sep 2024, within 5-year compliance window).
- Hedging/pledging: Company prohibits hedging and pledging by directors; reduces alignment risk.
Governance Assessment
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Positives
- Independence and engagement: Tocio is independent; Board and committees are fully independent; 100% director attendance in 2024; regular independent executive sessions; robust shareholder engagement and strong Say-on-Pay (94%).
- Alignment: Director stock ownership guidelines (5x cash retainer) met; anti-hedging and anti-pledging policy; director equity grants with deferred settlement support longer-term alignment.
- Oversight strength: Tocio adds to Audit oversight effective June 3, 2025; Board maintains clear ERM and cybersecurity oversight structure.
- Structural improvements: Ongoing Board declassification increases annual accountability.
-
Watch items
- Interlocks: Dual BFAM director presence on Burlington Stores’ board (Tocio and Hitch). Not a related-party issue per disclosure, but investors may monitor for potential cross-board influence.
- Former executive on Board: Tocio’s prior executive leadership at BH can add operational insight; independence affirmed by Board under NYSE rules. Investors often track tenure since retirement (retired 2015).
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Compensation structure changes (signals)
- 2025 Board program shifts more pay into cash retainer and higher equity grant for directors ($125k vs. $100k), with reduced Chair cash and elimination of Chair equity premium; committee member fees increased across committees. This modernizes market alignment without adding performance risk to director pay.
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Policies that bolster investor confidence
- Clawback policy for executive incentive pay, no option repricing, no tax gross-ups, majority voting for directors, no poison pill.
Red flags: None disclosed regarding related-party transactions, pledging, or attendance.