Rosamund Marshall
BRIGHT HORIZONS FAMILY SOLUTIONSAbout Rosamund Marshall
Managing Director, International at Bright Horizons Family Solutions (BFAM). Appointed Managing Director, International effective July 1, 2022 after joining Bright Horizons as UK Managing Director in January 2020; prior leadership roles at Nord Anglia Education, kidsunlimited, and Taaleem (UAE). Education: undergraduate degree from the University of Glasgow . Company performance under the executive team in 2024: revenue +11% YoY; segment revenues roughly $2.0B Full Service, $610M Back-Up Care, >$114M Educational Advisory; 1-year TSR 17.61%; 2024 Net Income $140.2M and Adjusted EBITDA $409.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nord Anglia Education | Chief Operating Officer | — | Managed three divisions including UK’s largest nursery group; led Learning Services and international schools operations |
| kidsunlimited | Senior leadership | — | National nursery operator; contributed to UK early-years quality and growth |
| Taaleem (UAE) | Senior leadership | — | One of the largest private international school groups in the UAE; operational leadership |
| Bright Horizons | UK Managing Director | 2020–2022 | Led established UK business; promoted to Managing Director, International effective July 1, 2022 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The British Council | Trustee | — | Governance role at UK cultural/educational body |
| National Children’s Orchestras of Great Britain | Deputy Chairman | — | Non-profit leadership in youth music |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $354,515 | $397,888 | $423,240 |
| Target Bonus (% of salary) | 50%/75% (increased to 75% effective Jul 1, 2022) | 75% | 75% |
| All Other Compensation (perqs) | $38,951 | $38,456 | $38,979 |
| Perqs detail (2024) | — | — | Cash in lieu of UK Group Pension $16,613; Private medical & disability $9,587; Car allowance $12,779; Total $38,979 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual (2024) | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Individual performance | 50% | Qualitative goals | 100% earned | Contributes to 75% of salary actual bonus |
| Annual Cash Bonus | Adjusted EBITDA | 25% | Corporate goals | 88.0% achievement | Part of corporate weighted average 97.5% |
| Annual Cash Bonus | Adjusted EPS | 25% | Corporate goals | 102.2% achievement | Part of corporate weighted average 97.5% |
| Annual Cash Bonus | Actual bonus paid | — | 75% of salary | $158,715 | Paid under 2024 plan |
| LTIP PRSUs (2024 grant) | 3-year average Adjusted EBITDA growth | 25% of LTIP value | Target 1,621 PRSUs; $187,469 grant-date value | Performance tracked over FY2024–FY2026 | Cliff vests at 3 years; pro-rata vesting on certain terminations; CoC vesting rules per tenure |
| LTIP RSUs (2024 grant) | Time-based | 50% of LTIP value | 3,243 RSUs; $375,053 grant-date value | Service-based vesting | 3-year cliff vest; CoC vesting rules per tenure; Marshall’s pre-2023 RSUs require termination within 12 months post-CoC |
| LTIP Stock Options (2024 grant) | Time-based | 25% of LTIP value | 3,652 options @ $115.65; $187,494 grant-date value | N/A (exercise contingent on price) | Vest 1/3 annually over 3 years; 10-year term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 47,245 shares; <1% of outstanding (57,378,107 shares) |
| Options outstanding (exercisable/unexercisable) | 10,000/2,500 @ $169.87 (2/24/2020–2/24/2027); 4,000/1,000 @ $135.98 (9/10/2020–9/10/2027); 7,680/5,120 @ $159.66 (2/26/2021–2/26/2028); —/13,500 @ $128.81 (2/25/2022–2/25/2029); 1,850/3,759 @ $77.99 (2/24/2023–2/24/2033); —/3,652 @ $115.65 (3/4/2024–3/4/2034) |
| RSUs unvested and market value (12/31/2024) | 5,000 ($110.85 market price basis); 4,808; 3,243 with respective market values disclosed in outstanding awards table |
| PRSUs unearned (target) | 2,404; 1,621 with market/payout values based on $110.85 at target |
| Upcoming vesting schedule (Marshall-specific) | RSUs: 5,000 (Aug 5, 2025), 4,808 (Feb 24, 2026), 3,243 (Mar 4, 2027), 2,880 (Mar 5, 2028); PRSUs: 2,404 (Feb 24, 2026), 1,621 (Mar 4, 2027), 1,440 (Mar 5, 2028) |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors, officers, employees and controlled entities |
| Ownership guidelines | Executives must hold ≥3× salary; 5 years to comply; NEOs with requisite service met/exceeded; Marshall is within 5-year window (appointed 2022) |
Employment Terms
| Term | Provision |
|---|---|
| Agreement type | Service agreement (UK-based) |
| Severance (no CoC) | One year salary continuation at current level; pro-rated bonus; other accrued benefits |
| Severance (within 24 months post-CoC) | Salary+cash bonus equal to prior two years, paid bi-weekly up to two years; pro-rated bonus; 24 months medical premiums or cash equivalent; equity vesting per award terms |
| Potential payments (as of 12/31/2024) | CoC + termination: Pro-rata bonus $317,430; Salary+bonus continuation $1,382,663; Medical $14,966; Accelerated equity $2,016,395. Termination without CoC: Pro-rata bonus $317,430; Salary continuation $423,240; Accelerated equity $237,552; Garden leave $105,810. Death/disability: Pro-rata bonus $317,430; Accelerated equity $237,552. CoC only: Accelerated equity $1,462,145 |
| Garden leave (disability) | Company may place on garden leave or pay in lieu during three-month notice; equal to three months’ salary |
| Restrictive covenants | Confidentiality; non-compete, non-solicitation, non-hire during severance payment period; release required to receive severance |
| Equity treatment (CoC) | Unvested options vest immediately; purchased restricted stock vests 100%; RSUs/PRSUs 100% vest at CoC if employed >2 years; if <2 years, vest only upon termination without cause/for good reason within 12 months post-CoC; Marshall’s pre-2023 RSUs require termination within 12 months post-CoC |
Multi-Year Compensation Summary (Marshall)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $354,515 | $397,888 | $423,240 |
| Bonus (USD) | $111,830 | $149,208 | $158,715 |
| Stock Awards (USD) | $392,550 | $562,464 | $562,522 |
| Option Awards (USD) | $619,232 | $187,509 | $187,494 |
| Non-Equity Incentive (USD) | $22,366 | $94,896 | $158,715 |
| All Other Compensation (USD) | $38,951 | $38,456 | $38,979 |
| Total (USD) | $1,539,444 | $1,430,421 | $1,529,665 |
Say-on-Pay, Peer Group, Governance Practices
- Say-on-Pay: 94% approval at 2024 Annual Meeting (strong support) .
- Peer group/consultants: No compensation consultant or benchmarking used in determining 2024 NEO pay; decisions based on internal philosophy and performance .
- Governance practices: Clawback policy; bonus caps; majority voting; stock ownership guidelines; no tax gross-ups; no option repricing without shareholder approval .
Performance & Track Record Indicators
| Company Metric | 2023 | 2024 |
|---|---|---|
| Centers operated | 1,049 | 1,019 |
| Client relationships | >1,450 | >1,450 (including >220 Fortune 500) |
| Revenue growth YoY | +20% | +11% |
| Segment revenue (approx.) | Full Service $1.8B; Back-Up $516M; Educational Advisory >$121M | Full Service ~$2.0B; Back-Up $610M; Educational Advisory >$114M |
| 1-year TSR | — | 17.61% |
| Net Income (thousands) | $74,223 | $140,191 |
| Adjusted EBITDA (thousands) | $352,117 | $409,286 |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces alignment risk) .
- Tax gross-ups: Not provided (shareholder-friendly) .
- Option repricing: Not permitted without shareholder approval .
- Form 4/insider activity: 2024 table shows no option exercises or purchased restricted stock vesting for Marshall (reduces near-term selling pressure) .
Investment Implications
- Strong pay-for-performance linkage: Marshall’s bonus tied to Adjusted EBITDA and Adjusted EPS; PRSUs tied to multi-year Adjusted EBITDA growth; equity-heavy LTIP aligns with shareholders .
- Upcoming vesting cadence: Multiple RSU and PRSU cliffs from 2025–2028 could create periodic liquidity events; options grant schedules spread through 2027–2034; monitor vest dates and stock price relative to option strikes ($77.99–$169.87) for potential exercise/sale activity .
- Retention economics: Robust CoC protections with accelerated equity and up to two years salary+bonus continuation increase stickiness; UK service agreement includes garden leave; restrictive covenants mitigate competitive exit risk .
- Alignment safeguards: Anti-hedging/pledging and ownership guidelines (3× salary within 5 years) are positives; Marshall is within her 5-year compliance window after becoming an NEO in 2022 .
- Company execution backdrop: Solid revenue growth and rising Adjusted EBITDA support LTIP performance pathways; TSR improved in 2024, enhancing realized compensation alignment and potential PRSU outcomes .