Mary Ann Tocio
Burlington StoresAbout Mary Ann Tocio
Mary Ann Tocio (age 76) is an independent director of Burlington Stores, Inc. (BURL), serving on the Board since 2015; she is Chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee . She is the retired President and Chief Operating Officer of Bright Horizons Family Solutions (served as COO from 1993 and President/COO from 2000 to 2015), bringing deep operating and governance experience to BURL . The Board affirmatively determined she is independent under NYSE standards and she met Compensation Committee independence requirements; each director attended at least 75% of Board and committee meetings in fiscal 2024 (Board met 4x) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons Family Solutions, Inc. | President & Chief Operating Officer | 2000–2015 (COO since 1993) | Led growth, acquisitions, and business transformation |
| Wellesley Medical Management, Inc. (Health Stop) | Senior Vice President of Operations | Prior to Bright Horizons | Senior operating leadership in healthcare services |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Bright Horizons Family Solutions, Inc. | Director | Since 2001 | Current public company directorship |
| 1Life Healthcare, Inc. | Director | 2021–2023 | Prior public board |
| Civitas Solutions, Inc. | Director | 2015–2019 | Prior public board |
| Mac-Gray Corporation | Director | 2006–2013 | Prior public board |
| Dana-Farber Cancer Institute | Governing Trustee | 2016–2024 | Non-profit governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Independence and attendance: Board determined she is independent and meets Compensation Committee independence standards; each director attended ≥75% of Board/committee meetings in fiscal 2024 (Board met 4x) .
- Committee meeting cadence: Compensation Committee met 4x; Nominating & Corporate Governance Committee met 4x in fiscal 2024 .
- Board structure and refreshment: Board declassification approved in 2024, with full declassification by the 2027 Annual Meeting—an action overseen by Nominating & Corporate Governance (chaired by Tocio) and responsive to shareholder feedback .
- Stockholder engagement and governance practices: Majority voting/resignation policy, proxy access, independent Chair, and robust stock ownership guidelines (directors 5x cash retainer) .
- Say-on-Pay context: 2024 Say-on-Pay support ~83%, indicating solid investor backing of compensation oversight (she serves on Compensation Committee) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer (Director) | $95,000 | Standard non-employee director cash retainer |
| Committee Chair retainer (NCGC Chair) | $22,500 | Chair, Nominating & Corporate Governance Committee |
| Committee member retainer (Compensation) | $12,000 | Non-chair member, Compensation Committee |
| Fiscal 2024 cash fees actually paid (Tocio) | $129,150 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation
| Equity Instrument | Grant date | Shares/Units | Grant-date fair value per unit | Vesting | Total equity value (FY24) |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 910 | $186.64 | Vest on May 23, 2025, subject to service; no single-trigger CIC vesting | $169,842 (aggregate grant-date value) |
- Directors receive majority of compensation in stock; no options are granted to directors under the program described .
- Hedging/pledging prohibition for directors; robust clawback policy applies to executives (broader governance protection) .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Public company directorships | Bright Horizons (current); previously 1Life Healthcare, Civitas Solutions, Mac-Gray |
| Compensation Committee interlocks | None disclosed for Compensation Committee members (English, Hitch, Tocio) under SEC rules |
| Shared directorships (network interlock) | Tocio and BURL director Jordan Hitch both serve on Bright Horizons’ board—an information-flow interlock to note, while independence standards are met |
Expertise & Qualifications
- Skills matrix indicates strengths in broad-based business, M&A/business development, finance, leadership, public company board, real estate, and sales/marketing—aligned with retail strategy and governance oversight .
- Prior large-scale operating leadership in services sector (Bright Horizons) provides change-management and risk oversight experience .
Equity Ownership
| Holder | Total beneficial ownership | % of shares outstanding | Notes |
|---|---|---|---|
| Mary Ann Tocio | 11,427 shares | <1% | Includes 910 unvested RSUs scheduled to vest within 60 days of Mar 26, 2025 |
- Director ownership guideline: 5x annual base cash retainer; directors either meet the guideline or comply with retention requirements as of fiscal 2024 year-end .
- No hedging or pledging permitted by directors .
Governance Assessment
- Positives: Independent status; leadership as NCGC Chair during declassification and governance enhancements; solid attendance; majority-in-stock director pay; no related-party transactions disclosed since start of fiscal 2024; strong shareholder engagement; Compensation Committee free of interlocks; robust ownership guidelines and anti-hedging policy .
- Watch items: Shared external board with fellow BURL director (Hitch) at Bright Horizons—create awareness of potential information interlocks, though independence criteria are satisfied . Board has no mandatory retirement age (Board eschews fixed term limits/retirement age in favor of evaluations), so ongoing refreshment oversight remains important .
- Investor signal: 2024 Say-on-Pay approval (~83%) supports compensation oversight effectiveness while the committee continues to refine LTIP design (e.g., PSU weighting increase to 65% and elimination of options for 2025), reflecting responsiveness to shareholder input .
Related-Party & Conflict Checks
- Policy and review: The Audit Committee reviews related-party transactions under a formal policy .
- Disclosure: No related person transactions requiring disclosure since beginning of fiscal 2024 through the proxy filing date—no flagged conflicts for Tocio at BURL during the period .