Joel Schwartz

About Joel Schwartz

Joel Schwartz (age 56) is an independent director of KinderCare Learning Companies, Inc. (KLC) and has served on the board since 2015. He is a Partner at Partners Group, leading the Private Equity Services business unit and serving as Co-Chairman of the Private Equity Direct Services Vertical Investment Committee; previously he was a Managing Director at Goldman Sachs and Angelo, Gordon & Co., and a Partner at Apax Partners. He holds a B.S. and B.A.S. from the University of Pennsylvania and an M.B.A. from Harvard Business School .

Past Roles

External Roles

Board Governance

• Class III director; current term expires at the 2027 annual meeting; board is classified with three classes; the board determined Schwartz is independent under NYSE rules .
• Committee assignments: Member, Compensation Committee (chair: Christine Deputy; other members: Michael Nuzzo); the committee met once post-IPO in FY2024 and oversees CEO/NEO pay, incentive/equity plans, stock ownership guidelines, and clawback administration .
• Attendance: Board met four times post-IPO in FY2024; all directors attended at least 75% of board and applicable committee meetings; directors are expected to attend annual meetings .
• Leadership: Chair of the Board is John T. (“Tom”) Wyatt; Lead Independent Director is Jean Desravines, who presides over executive sessions of independent directors .
• Governance structure and control: Partners Group (“PG”) owns ~69% and holds nomination rights proportionate to ownership; PG may designate directors and appoint a director to each committee while it retains such rights; PG also has special removal/replacement rights for its designees .

Fixed Compensation

• PG-affiliated directors (Schwartz, Russell, Grasty) did not receive additional compensation for board service in FY2024; other non-employee directors received cash stipends and cash in lieu of equity; no non-employee director held equity awards as of year-end FY2024; the company expects to adopt a director program with annual retainers and equity grants for the 2025 cycle .

Performance Compensation

• None disclosed for directors in FY2024; director compensation consisted of cash stipends (with PG-affiliated directors receiving none), and the proxy states no equity awards were held by non-employee directors at FY2024 year-end; there are no performance metric linkages disclosed for director pay in FY2024 .

Other Directorships & Interlocks

• Current external boards include Premistar, BluSky Restoration, and Foundation Risk Partners; prior public company board service includes MultiPlan Inc. (2014–2016). These are services-oriented businesses, aligning with Schwartz’s Partners Group role; no explicit committee roles disclosed for these boards .
• Compensation Committee interlocks: The proxy states no interlocks or insider participation involving KLC executives on external boards; Compensation Committee members (including Schwartz) were not KLC officers or employees in the prior three years .

Expertise & Qualifications

• Deep private equity and services sector expertise; significant board experience across multi-site and services-oriented companies .
• Formal credentials: B.S. and B.A.S. (University of Pennsylvania), M.B.A. (Harvard Business School) .
• Governance skills: Active on KLC’s Compensation Committee and signatory to the Compensation Committee Report, evidencing engagement on pay governance, stock ownership guidelines, and clawback policy oversight .

Equity Ownership

• No pledging, hedging, or deferred comp elections disclosed for Schwartz; Section 16 compliance notes one late Form 4 for certain executives due to administrative error, with no mention of Schwartz .

Governance Assessment

• Strengths:

  • Independence determination under NYSE standards; service since 2015 provides continuity and institutional knowledge .
  • Active on Compensation Committee with clear mandate over CEO/NEO pay, stock ownership guidelines, and clawback policy; committee produced the required report .
  • Board maintained majority independent structure and held executive sessions led by the Lead Independent Director .

• Risks and red flags:

  • Control and nomination rights: PG’s 69% ownership and extensive nomination/removal rights (including committee representation) materially influence board composition and committee oversight; this concentration may limit minority shareholder influence on governance outcomes .
  • Related-party history: Pre-IPO Services Agreement paid ~$3.8 million in FY2024 to a PG advisory affiliate (terminated upon IPO); while ended, it evidences prior related-party economics under PG control .
  • Alignment signals: PG-affiliated directors (including Schwartz) received no KLC director compensation in FY2024 and hold no direct KLC equity, potentially aligning primarily with PG’s economic interests rather than with independent minority shareholders; expected 2025 program may add equity but is not yet detailed .
  • Board classification and supermajority thresholds may entrench governance structure and slow board turnover, with heightened thresholds for amendments post-PG control reduction .

• Attendance/engagement:

  • All directors met at least the 75% attendance threshold; Compensation Committee met once post-IPO, which is low but consistent with a partial year as a newly public company; continued monitoring of committee cadence is warranted .

• Policies supportive of investor confidence:

  • Adoption of a Dodd-Frank-compliant clawback policy and robust insider trading compliance policy; governance guidelines publicly available .

Overall, Schwartz brings seasoned PE and services-sector governance expertise and is considered independent; however, PG’s dominant ownership and governance rights, his PG affiliation, absence of direct KLC equity, and prior related-party arrangements constitute structural governance risks that investors should monitor for potential conflicts and minority shareholder protections .