Jessica Harrah
About Jessica Harrah
Jessica Harrah, 47, serves as Chief People Officer (CPO) of KinderCare Learning Companies, Inc. (KLC) and has been with the company since 2005, holding prior HR leadership roles including Vice President of Human Resources (2019–2021) and Senior Vice President of Human Resources (2021) before becoming CPO in 2021. She holds a B.A. from the University of Portland and a J.D. from Case Western Reserve University School of Law . Company performance disclosures show 2024 Adjusted EBITDA of $298 million (up from $266 million in 2023) and Net Income of -$92.8 million; KinderCare’s total shareholder return (TSR) was -32% over the ~3-month trading period in 2024 post-IPO, underscoring near-term market pressure despite EBITDA growth . The 2024 STIP metrics used for executive pay were Adjusted EBITDA of $319.2 million and Net Revenue of $2,663.04 million, tying annual bonuses to profitability and revenue delivery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KinderCare Learning Companies, Inc. | Chief People Officer | 2021–present | Executive HR leadership across a national, multi-site education services platform |
| KinderCare Learning Companies, Inc. | Senior Vice President, Human Resources | 2021 | Senior HR leadership continuity during transition to public company compensation structure |
| KinderCare Learning Companies, Inc. | Vice President, Human Resources | 2019–2021 | Led HR functions supporting operations and talent |
| KinderCare Learning Companies, Inc. | Various HR roles | 2005–2019 | Progressive HR responsibilities since joining in 2005 |
External Roles
No external public company board roles or outside directorships disclosed for Ms. Harrah .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 355,000 | 355,000 |
| Target Bonus (% of Base) | 55% | 55% |
| Actual STIP Bonus Paid ($) | 602,280 (includes $330,092 LTIP payout from 2021–2023 period) | 144,300 |
| Other Compensation ($) | 16,419 | 14,964 (Company match $12,544; life insurance $2,420) |
Notes: 2024 “Bonus Awards” of $143,637 reflect payments to RSU/Option holders linked to a March 2024 distribution prior to IPO, not performance bonuses . 2024 “Option Awards” of $1,434,472 represent non-cash incremental fair value from modification/vesting/conversion of Class B units in connection with distribution and IPO; they do not reflect cash realized .
Performance Compensation
Annual STIP Structure and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| STIP Adjusted EBITDA ($MM) | 50% | 311.4 | 346.0 | 415.2 | 319.2 | 61.25% |
| Net Revenue ($MM) | 30% | 2,587.8 | 2,724.0 | 2,860.2 | 2,663.04 | 77.60% |
| Strategic Initiatives (discretionary) | 20% | 50% | 100% | 200% | Achieved | 100% |
| Total STIP Payout as % of Target | — | — | — | — | — | 73.91% for Ms. Harrah; Paid $144,300 |
Definitions: STIP Adjusted EBITDA and Net Revenue are specified in the proxy with adjustments and calculation methodologies aligned to reported measures; achievement is interpolated between targets .
Long-Term Incentive Plan (Cash-based LTIP)
| Grant Year | Performance Period | Metric | Threshold Payout | Target Payout | Max Payout | Target Award ($) |
|---|---|---|---|---|---|---|
| 2023 | FY2023–FY2025 | Cumulative EBITDA (LTIP Adjusted EBITDA) | 50% | 100% | 200% | 450,000 |
| 2024 | FY2024–FY2026 | Cumulative EBITDA (LTIP Adjusted EBITDA) | 50% | 100% | 200% | 450,000 |
LTIP Adjusted EBITDA excludes specified items (e.g., non-cash leasehold interests, transaction fees, restructuring) and is designed to drive long-term operational performance and value creation .
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jessica Harrah | 125,303 | <1% |
Includes 4,432 RSUs vesting within 60 days and 43,725 Options exercisable within 60 days of April 11, 2025 .
Outstanding Equity Awards (as of December 28, 2024)
| Award Type | Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration | Unvested RSUs (#) | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| Options | 2/23/2022 | 16,791 | 7,632 | 20.61 | 2/23/2032 | — | — |
| RSUs | 2/23/2022 | — | — | — | — | 3,412 | 60,768 |
| Options | 5/17/2022 | 15,920 | 7,961 | 21.70 | 5/17/2032 | — | — |
| RSUs | 5/17/2022 | — | — | — | — | 3,750 | 66,788 |
Vesting: 2/23/2022 awards vest 25% at 1-year, then quarterly to year 4; 5/17/2022 awards vest 1/3 at 1-year, then annually to year 3 .
2024 Equity Activity and Liquidity Considerations
| Measure | 2024 Value |
|---|---|
| Class B Units Vested (#) | 1,131,697 |
| Value Realized on Class B Unit Vesting ($) | 1,432,226 |
| RSUs Vested (#) | 6,480 |
| RSU Vesting Value ($) | 145,290 |
- Administrative late Form 4 filings were made for Ms. Harrah (and other NEOs) to report sales to satisfy withholding tax upon RSU vesting; the company cites an administrative error and notes remediation before the proxy filing .
- Insider Trading Policy and Code of Conduct are in place; hedging/pledging restrictions are governed by policy (full text referenced in the 10-K exhibit), supporting alignment safeguards .
Employment Terms
Agreements and Policies
- Employment Agreement: None for Ms. Harrah .
- Executive Severance Policy (May 2022): If terminated without Cause, benefits include 12 months base salary continuation, pro-rated bonus based on actual performance, and COBRA premium reimbursements for up to 12 months; Good Reason protection under this policy applies to the CEO (Mr. Thompson) but not to Ms. Harrah .
- Change in Control Severance Plan (May 2022): If terminated without Cause or for Good Reason within the CIC window, benefits include 1.5x base salary + target bonus in cash, pro-rated bonus, and COBRA premium reimbursements for up to 18 months; the CEO has higher multiples, but Ms. Harrah’s disclosures reflect standard plan terms .
- Clawback: Dodd-Frank-compliant clawback policy adopted in connection with the IPO .
Potential Payments (as of December 28, 2024)
| Scenario | Cash ($) | Equity Acceleration ($) | COBRA Reimbursement ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Retirement | 645,250 | 127,555 | — | 772,805 |
| Termination Without Cause | 1,000,250 | 127,555 | 10,639 | 1,138,444 |
| Change in Control (no termination) | — | — | — | — |
| Change in Control + Involuntary Termination | 1,470,625 | 127,555 | 15,959 | 1,614,139 |
| Death | 645,250 | 127,555 | — | 772,805 |
Equity acceleration reflects unvested awards calculated at the closing price on December 27, 2024 . Under the 2022 Plan, equity accelerates if not assumed on a Change in Control (single trigger) or if terminated without Cause within 12 months post-CIC (double trigger) .
Deferred Compensation
| Measure | 2024 Amount |
|---|---|
| Executive Contributions ($) | 43,903 |
| Company Matching Contributions ($) | 12,544 |
| Aggregate Earnings ($) | 42,304 |
| Aggregate Balance at FYE ($) | 349,226 |
Compensation Structure vs Performance Metrics
- Pay design ties annual cash incentives to Adjusted EBITDA (50%) and Net Revenue (30%), plus strategic initiatives (20%), reinforcing profitability and growth focus; 2024 payout equaled 73.91% of target for Ms. Harrah .
- Long-term incentives (LTIP) use multi-year cumulative EBITDA (0–200% payout) to align management with sustained performance; Ms. Harrah holds $450,000 targets for each of the 2023–2025 and 2024–2026 cycles .
- Equity-based awards (RSUs, Options) with time-based vesting create retention incentives; vesting accelerates under specified CIC conditions to balance retention and transaction outcomes .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 total comp includes non-cash option award accounting from Class B unit conversion; no new equity grants in 2024, with first public-company annual equity grants made March 14, 2025 (not specific to Ms. Harrah) .
- Shift from Options to RSUs: Program includes both RSUs and Options under the 2022 Plan; prior to IPO, profits interests (Class B Units) were central, converted at IPO—a structural change from private to public equity alignment .
- Discretionary Bonuses: 20% of STIP linked to strategic initiatives provides committee discretion within a structured framework; 2024 strategic initiatives achieved at 100% .
- Repricing/Modification: RSUs/Options were amended pre-IPO for cash settlement and later for stock settlement post-IPO; 2024 Class B Units vested and converted leading to large non-cash accounting charges—no option repricing is disclosed .
Risk Indicators & Red Flags
- Administrative late Section 16(a) Form 4 filings (withholding tax settlements) noted and corrected—monitor controls but not indicative of misconduct .
- No related party transactions tied to Ms. Harrah disclosed; general related-party services with Partners Group ended at IPO .
- Hedging/pledging not disclosed; insider trading policy in place .
Equity Ownership & Alignment Considerations
| Alignment Factor | Detail |
|---|---|
| Ownership vs SO | 125,303 shares; <1% of shares outstanding |
| Vested vs Unvested | Unvested RSUs: 7,162 shares; Unexercisable Options: 15,593; Exercisable Options: 32,711 |
| Near-term Supply | RSU vesting and option exercisability contribute to controlled, time-based supply; 2024 RSUs vested 6,480 shares |
| Ownership Guidelines | Committee oversees guidelines; specific multiple not disclosed |
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to EBITDA and revenue, plus multi-year LTIP tied to cumulative EBITDA, suggest strong linkage to operational execution and profitability targets; 2024 payout was below target, consistent with measured performance delivery .
- Retention risk: No individual employment agreement; standard severance and CIC protections apply with meaningful cash severance and equity acceleration in CIC termination scenarios, supporting retention but not creating outsized parachutes; severance without Cause totals $1.14 million; CIC+termination totals $1.61 million .
- Insider supply/pressure: 2024 vesting/conversion of legacy Class B units and RSUs created realized values and withholding-related sales; while structural and IPO-driven, monitor subsequent Form 4 activity for incremental selling pressure as RSUs continue to vest and options approach exercisability .
- Alignment magnitude: Direct ownership is <1%; incentive exposure via unvested RSUs/options remains a key alignment lever; absence of pledging disclosures and presence of a clawback policy reduce governance risk .
- Execution track record and performance backdrop: EBITDA grew year-over-year, but early public TSR was negative in 2024 post-IPO; compensation structures appropriately reflect the dual focus on profitable growth and retention of key talent during the transition to public-company norms .