Michael Nuzzo
About Michael Nuzzo
Independent director of KinderCare Learning Companies, Inc. since 2021; age 54; currently CEO of Eyemart Express (division of VSP Vision Care) since October 2022. Prior roles include EVP/CFO (2015–2021) and EVP/COO & President, Petco Services (2019–Aug 2022) at Petco; EVP/CFO at GNC (2008–2014); Chief Administrative Officer at 4moms (2014–2015); senior finance/operations roles at Abercrombie & Fitch (1999–2008). Education: B.A. Kenyon College; M.B.A. University of Chicago. Board determined him independent under NYSE rules; he serves as Audit Committee Chair and is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eyemart Express (VSP Vision Care) | Chief Executive Officer | Oct 2022–present | CEO leadership; retail operations experience |
| Petco Health & Wellness Company, Inc. | EVP, COO & President, Petco Services | 2019–Aug 2022 | Operations leadership; services expansion |
| Petco Health & Wellness Company, Inc. | EVP, Chief Financial Officer | 2015–2021 | Led IPO (Jan 2021) |
| 4moms | Chief Administrative Officer | 2014–2015 | Technology/robotics startup operations |
| GNC Holdings, Inc. | EVP, Chief Financial Officer | 2008–2014 | Led IPO (2011) |
| Abercrombie & Fitch Co. | Senior finance/retail ops roles incl. SVP Corporate Finance | 1999–2008 (SVP CF Jun–Sep 2008) | Finance, retail ops, strategic planning |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Eyemart Express (VSP Vision Care) | Chief Executive Officer | Private (division) | Retail eyewear; VSP affiliation |
| Other public company boards | — | — | None disclosed in KLC Proxy |
Board Governance
- Board tenure/classification: Class II director; term expires at 2026 annual meeting .
- Independence: Board affirmatively determined Nuzzo is independent under NYSE rules .
- Committee assignments:
- Audit Committee: Chair; independent; Audit Committee financial expert; committee met 2 times in FY2024 post-IPO .
- Compensation Committee: Member; independent; committee met 1 time in FY2024 post-IPO .
- Nominating & Corporate Governance Committee: Not listed as a member .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in FY2024 post-IPO; directors are expected to attend annual meetings .
- Lead Independent Director: Jean Desravines; executive sessions of independent directors are held .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash stipend | $100,000 | Per offer letter; paid quarterly |
| Audit Committee Chair stipend | $25,000 | Additional cash for chair role |
| Cash in lieu of equity grant | $110,000 | Company paid cash in FY2024 in lieu of director equity |
| Total fees earned/paid in cash | $235,000 | Matches Director Compensation Table |
| All other compensation | $0 | No other comp reported |
- Program note: Company expects to adopt a non-employee director program with annual retainer fees and equity awards for 2025; no non-employee director held equity awards as of FY2024 year-end .
Performance Compensation
| Element | FY2024 Status | Metrics/Terms |
|---|---|---|
| Annual director equity grant (RSUs/DSUs) | Cash paid in lieu of equity ($110,000) | No performance metrics disclosed for directors in FY2024 |
| Planned equity program (2025) | Expected adoption for non-employee directors | Specific metrics/structures not disclosed |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation Committee interlocks | None; Nuzzo, Deputy, Schwartz were not officers of KLC in past 3 years; no reciprocal board/committee relationships with KLC executives disclosed |
| PG stockholder rights | Partners Group (PG) retains nomination rights and committee appointment rights while owning specified thresholds; PG-affiliated directors do not receive director compensation |
Expertise & Qualifications
- Financial expert: Board designated Nuzzo as “audit committee financial expert”; financially literate .
- Domain expertise: Finance, marketing, general management, corporate governance; multi-site retail operations; IPO leadership at Petco and GNC .
- Education: B.A. Kenyon College; M.B.A. University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Instruments/Notes |
|---|---|---|---|
| Michael Nuzzo | 7,991 | <1% (*) | Includes 3,594 RSUs vesting within 60 days of 4/11/2025 |
- As of 4/11/2025, KLC had 118,006,326 shares outstanding . No pledging/hedging of KLC shares by Nuzzo is disclosed in the Proxy; Insider Trading Policy governs directors’ trading .
Insider Trades (Form 4 compliance overview)
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2024) | Company indicates compliance by reporting persons; late Form 4 filings noted for certain executives (Thompson, Amandi, Harrah, Wyatt) due to administrative error; no late filing identified for Nuzzo in Proxy |
Governance Assessment
- Strengths:
- Independence with significant public-company CFO/COO experience; designated audit financial expert and serving as Audit Chair enhances financial oversight quality .
- Active committee roles (Audit Chair; Compensation member) support board effectiveness in risk, financial reporting, and pay governance .
- Attendance threshold met (>75%) in FY2024 post-IPO, supporting engagement .
- Alignment and incentives:
- FY2024 director pay primarily fixed cash; includes role-based chair stipend; equity alignment expected to increase beginning in 2025 as program is adopted .
- Potential conflicts/red flags:
- No related-party transactions or director-specific conflicts involving Nuzzo disclosed; no tax gross-ups disclosed for directors; no pledging disclosed .
- PG nomination and committee appointment rights could affect committee composition; Nuzzo is not identified as PG-affiliated and is independently designated .
Overall, Nuzzo’s finance/operator background and audit leadership are positives for investor confidence; no disclosed conflicts or attendance shortfalls. Continued monitoring of equity alignment post-2025 program adoption and committee independence dynamics under PG rights is prudent.