Tom Wyatt
About John T. (“Tom”) Wyatt
Wyatt, age 69, is Chairman of the Board at KinderCare Learning Companies (KLC); he has served on the board since 2012 and was CEO from 2012 to 2024 before becoming non-employee Chair in September 2021 . He is not classified as an independent director under NYSE rules; the company’s Lead Independent Director is Jean Desravines, with a board structure that separates the Chair and CEO roles . Wyatt’s core credentials are operating leadership at consumer brands (Old Navy, Cutter & Buck) and deep institutional knowledge from his long CEO tenure at KLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KinderCare Learning Companies, Inc. | Chief Executive Officer | 2012–2024 | Led company through IPO planning and transition to new CEO; continues as Chair |
| Old Navy | Senior leadership roles (prior to KLC) | Not disclosed | Consumer brand operating leadership |
| Cutter & Buck | Senior leadership roles (prior to KLC) | Not disclosed | Consumer brand operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Vishal Mega Mart Private Limited (India) | Director | Since 2019 | Retail; private company |
| Jack in the Box Inc. | Director | 2010–2020 | Quick service restaurant; public company board experience |
Board Governance
- Structure and leadership: Chair and CEO roles are separated; Wyatt is Chair; Paul Thompson is CEO; Lead Independent Director is Jean Desravines who presides over independent director executive sessions .
- Independence: Board determined independent directors are Desravines, Deputy, Nuzzo, Russell, Schwartz, Waxenberg, and Grasty; Wyatt is not listed as independent .
- Committees: Wyatt is not listed on Audit, Compensation, or Nominating & Governance committees; committee chairs are Nuzzo (Audit), Deputy (Compensation), Desravines (Nominating & Governance) .
- Attendance: All directors attended at least 75% of board and applicable committee meetings in fiscal 2024 after the IPO .
- Board design: Classified board; changes to key governance provisions require high thresholds, with enhanced rights while Partners Group (PG) retains >50% voting power; PG also has director nomination and removal rights per stockholders agreement, including committee representation rights while eligible .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Chair of the Board Retainer (Cash) | $450,000 per year | Beginning 2025 | Per March 15, 2024 letter agreement |
| Director Fees (FY24 context) | Not applicable to Wyatt in FY24 | FY2024 | Non-employee directors received cash in lieu of equity ($110k included in fees), but directors associated with Partners Group did not receive fees; Wyatt was still an employee in 2024 |
Performance Compensation
Wyatt received executive incentive pay tied to company performance during 2024 as CEO; he will not participate in the 2025 STIP as a non-employee director .
- 2024 STIP design and results (Wyatt):
- Metrics and weights: Adjusted EBITDA (50%), Net Revenue (30%), Strategic Initiatives (20%) .
- Targets and payout grid: See table below; 2024 achievement led to a 73.91% of target payout .
- Actual 2024 payout: $792,631 (73.91% of target) .
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout % of Target |
|---|---|---|---|---|---|---|
| STIP Adjusted EBITDA ($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 | 20% | 50% | 100% | 200% | 100% | 100% |
| Total STIP Payout | — | — | — | — | — | 73.91% (Wyatt $792,631) |
-
Long-Term Incentive Plan (LTIP) (cash-based):
- 2023–2025 LTIP target: $4,250,000; in connection with his transition, award payout to be prorated based on 12/31/2024 retirement from employment (continues as director) .
- 2024–2026 LTIP: Wyatt did not receive a 2024 LTIP due to planned transition .
-
Equity and IPO-related modifications (2024):
- Class B “profits interest” units vested and converted to KLC common shares at IPO; accounting created large non-cash charges in 2024; also cash payments in June 2024 to RSU/Option holders related to March 2024 distribution; Wyatt’s 2024 Summary Compensation reflects these effects .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wyatt; prior public board: Jack in the Box Inc. (2010–2020) |
| Current private company boards | Vishal Mega Mart Private Limited (since 2019) |
| Committee roles at other boards | Not disclosed |
| Interlocks | Compensation Committee interlocks disclosure identifies no interlocks involving KLC executives and other boards; committee members (Deputy, Nuzzo, Schwartz) have not been KLC officers in prior three years |
Expertise & Qualifications
- Operating leadership at major consumer brands (Old Navy, Cutter & Buck) .
- Institutional knowledge and continuity at KLC as long-time CEO, then non-executive Chair .
- Public and private board experience across retail and QSR sectors; global exposure via India retail directorship .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes (60-day RSU/Options; trust/indirect) |
|---|---|---|---|
| Tom Wyatt | 4,412,111 | 3.7% | Includes trust holdings; plus 48,940 shares issuable from RSUs within 60 days and 443,740 shares issuable upon option exercise within 60 days |
- Outstanding awards as of 12/28/2024 (select):
- Options: 2/23/22 grant 158,582 exercisable/72,083 unexercisable @ $20.61 exp. 2/23/32; 5/17/22 grant 170,883 exercisable/85,442 unexercisable @ $21.70 exp. 5/17/32 .
- RSUs unvested: 32,232 (2/23/22) and 40,247 (5/17/22); market values $574,052 and $716,799 at 12/27/2024 close .
Employment & Contracts (Transition Terms)
- 3/15/2024 letter: Continued vesting of incentive equity awards (even if board service ceases), payout of 2024 STIP, and prorated payout of 2023 LTIP; beginning 2025, annual cash retainer $450,000 for Chair role .
- Restrictive covenants: Non-solicitation and non-competition through one year after last company payment; 3-year post-termination non-disparagement; perpetual confidentiality .
Director Compensation (FY2024 context)
| Director Compensation Element | Wyatt (FY2024) | Non-Employee Directors (FY2024) |
|---|---|---|
| Cash Fees | N/A—was an employee in FY2024 | $100,000 annual stipend; additional cash of $110,000 in lieu of equity; role premia: $35,000 Lead Independent Director; $25,000 Audit Chair; $15,000 Comp Chair |
| Equity | N/A (for directors in FY2024); no non-employee director held equity at 12/28/2024 | No equity outstanding at 12/28/2024; cash paid in lieu for FY2024 |
| 2025 Program | Chair retainer $450,000 (Wyatt) | Company expects to adopt program with annual retainers and equity awards at 2025 meeting |
Compensation & Incentives (Executive 2024 detail for context)
| Item | Amount | Notes |
|---|---|---|
| Salary (2024) | $975,000 | As CEO through 2024; ceased receiving salary on 1/1/2025 |
| STIP (2024) | $792,631 | 73.91% of target |
| “Option Awards” (Acct. non-cash) | $55,618,552 | Accounting for Class B unit vesting/IPO conversion |
| Bonus awards (distribution-related) | $1,451,646 | Cash related to March 2024 distribution for outstanding RSUs/Options |
| All Other Comp (2024) | $133,230 | Includes $50,521 deferred comp match; $26,760 executive life; $55,949 benefit premiums |
- Deferred compensation: Executive contribution $1,555,901; company match $50,521; aggregate year-end balance $5,060,670 .
Insider Transactions and Section 16
| Type | Detail |
|---|---|
| Award vesting/realization (2024) | Class B units vested 20,091,902 with value realized $48,196,440; RSUs vested 66,032 with value $1,481,392 (values use IPO initial stock price) |
| Section 16 filing status | One late Form 4 (administrative error) to report sale for tax withholding upon RSU vesting; similar late filings for certain other officers; subsequently filed |
Related Party and Control Considerations
- Partners Group (PG) beneficially owns ~69% and has robust nomination/removal rights and committee placement rights while its ownership thresholds apply; a classified board and elevated amendment thresholds further entrench governance structure; Audit Committee oversees related-party transactions .
- Services Agreement with a PG affiliate terminated upon IPO; ~$3.8–4.9 million in fees paid in 2023–2024 before termination (no termination fee beyond unpaid amounts) .
Governance Assessment
-
Strengths
- Separation of Chair/CEO and presence of Lead Independent Director; independent committee chairs across Audit, Compensation, and Nominating .
- Full-year attendance threshold met by all directors; policy to attend annual meetings .
- Clawback policy adopted at IPO; explicit oversight of related-party transactions by Audit Committee .
-
Key concerns / RED FLAGS
- Wyatt is a non-independent Chair and former CEO; potential for management influence despite separation of roles .
- Control provisions: Classified board, PG nomination/removal rights and high voting thresholds can reduce board refreshment and investor influence; PG entitled to committee representation while rights persist .
- Optics of large IPO-related realizations and accounting charges tied to legacy “profits interests” and award modifications; while largely structural/accounting, may raise pay-for-performance scrutiny; Wyatt realized significant value upon vesting .
- Late Form 4 filing (administrative) for tax withhold sales, though corrected .
-
Alignment and incentives
- Wyatt holds 3.7% ownership, aligning economic interests with shareholders; continued vesting post-transition enhances alignment but may be viewed as generous if not performance-conditioned .
- 2024 bonus rigor: STIP used EBITDA and Net Revenue with below-target financial outcomes yielding 73.91% payout, indicating metric-based discipline .
Overall implication: Wyatt’s deep operating experience and significant ownership support board continuity, but the non-independent chair role under a controlled and classified board structure elevates governance risk; investors should monitor independent director influence, upcoming 2025 director compensation/equity program design, and post-IPO pay practices relative to performance and shareholder feedback (first Say-on-Pay vote slated for 2025) .