Tony Amandi
About Tony Amandi
Tony Amandi, 46, is Chief Financial Officer of KinderCare Learning Companies, Inc. (KLC) and has served as CFO since 2019 following roles as SVP, FP&A (2015–2019) and Corporate Controller (2011–2015); he previously worked in audit and assurance at PwC, holds a B.S. from Oregon State University, a Master of Accounting from USC Marshall, and is a CPA (Oregon) and Certified Treasury Professional . He signs KLC’s SOX 302/906 certifications, underscoring accountability for disclosure controls and financial reporting quality . Performance context: 2024 TSR was approximately -32% over the first ~3 months post-IPO, Net Income was -$92.8 million, and Adjusted EBITDA increased to $298 million from $266 million in 2023, with STIP built around Net Revenue and Adjusted EBITDA execution . In public remarks, Amandi emphasized maintaining a positive tuition-vs-wage spread, G&A leverage, and operational playbooks (quintile strategy) to navigate occupancy headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KinderCare Learning Companies | Chief Financial Officer | 2019–Present | Focus on tuition vs wage spread, G&A leverage, and margin recovery amid occupancy normalization . |
| KinderCare Learning Companies | SVP, FP&A | 2015–2019 | Finance leadership supporting pricing processes and operational playbooks (quintile strategy introduced 2016–2017) . |
| KinderCare Learning Companies | Corporate Controller | 2011–2015 | Financial reporting and controls foundation prior to CFO elevation . |
| PricewaterhouseCoopers LLP | Audit & Assurance | Pre-2011 | External audit/assurance experience prior to joining KLC . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Schoolhouse Supplies Inc. | Board Member | 2013–2018 | Nonprofit education focus . |
| Oregon State University College of Business | Dean’s Council of Excellence | 2020–Present | Advisory/leadership council role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (Rate) | $525,000 | $525,000 |
| Salary Paid (Summary Comp Table) | $519,231 | $525,000 |
Performance Compensation
Annual Cash Incentive (STIP) – Design and FY 2024 Outcomes
| Component | Weight | Threshold | Target | Maximum | FY 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| STIP Adjusted EBITDA ($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 | $2,663.04 | 77.60% |
| Strategic Initiatives | 20% | 50% | 100% | 200% | 100% | 100% |
| Amandi STIP Target (% of Salary) | 70% | — | — | — | — | — |
| Amandi FY 2024 STIP Paid ($) | — | — | — | — | $271,601 | 73.91% of target |
Notes:
- STIP metrics (Adjusted EBITDA and Net Revenue) are consistent with KLC’s pay-for-performance philosophy; achievement interpolated between thresholds .
Long-Term Incentive Plan (LTIP) – Cash-Based
| Plan | Performance Period | Metric | Payout Range | Amandi Target ($) |
|---|---|---|---|---|
| LTIP 2023 Grant | FY 2023–FY 2025 | Cumulative EBITDA (LTIP Adjusted EBITDA) | 0–200% (50% threshold, 100% target, 200% max) | $1,050,000 |
| LTIP 2024 Grant | FY 2024–FY 2026 | Cumulative EBITDA (LTIP Adjusted EBITDA) | 0–200% (50% threshold, 100% target, 200% max) | $1,050,000 |
Equity-Based Awards:
- No equity awards were granted to named executive officers in FY 2024; prior 2022 RSUs and Options remain outstanding and converted to company stock upon IPO; equity awards under the 2022 Plan generally vest over 3–4 years and accelerate on certain terminations/transactions (see Equity Ownership & Alignment) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Vesting ≤60 Days | Options Exercisable ≤60 Days |
|---|---|---|---|---|
| Tony Amandi | 422,774 | <1% | 11,105 | 106,885 |
- Company-wide, 118,006,326 shares outstanding as of April 11, 2025 .
Outstanding Awards and Vesting Schedules (as of Dec 28, 2024)
| Grant Type | Grant Date | Options Exercisable | Options Unexercisable | Strike ($) | Expiration | Unvested RSUs | Vesting Cadence |
|---|---|---|---|---|---|---|---|
| Options | 2/23/2022 | 39,179 | 17,809 | 20.61 | 2/23/2032 | — | 25% at 1st anniversary; quarterly to 4 years |
| RSUs | 2/23/2022 | — | — | — | — | 7,963 | 25% at 1st anniversary; quarterly to 4 years |
| Options | 5/17/2022 | 40,388 | 20,194 | 21.70 | 5/17/2032 | — | 1/3 at 1st anniversary; annual to 3 years |
| RSUs | 5/17/2022 | — | — | — | — | 9,512 | 1/3 at 1st anniversary; annual to 3 years |
- Equity acceleration: unvested awards fully accelerate upon death or disability; unassumed awards accelerate on Change in Control; and double-trigger acceleration if terminated (other than for Cause) within 12 months post-Change in Control .
Deferred Compensation and Perquisites
| Item | FY 2024 Amount |
|---|---|
| Company Match to Nonqualified Deferred Comp Plan | $20,643 |
| Aggregate Deferred Comp Balance (Year-End) | $619,480 |
| Executive Life Insurance Premiums | $2,940 |
Policy Notes:
- Clawback policy adopted in connection with IPO in compliance with Dodd-Frank/SEC/NYSE rules .
- Compensation Committee oversees stock ownership guideline recommendations/assessment (no specific multiples disclosed in the proxy) .
Employment Terms
| Topic | Detail |
|---|---|
| Employment Agreement | None for Amandi . |
| Severance Policy (Non-CIC) | If terminated without Cause: 12 months base salary; prorated bonus based on actual performance; employer-paid portion of COBRA up to 12 months (Good Reason not available to Amandi under non-CIC policy) . |
| CIC Severance Plan (Double-Trigger) | If terminated without Cause or for Good Reason within CIC window: 1.5× (base + target bonus) paid within 60 days (subject to 409A as applicable); prorated bonus (actual performance); employer-paid portion of COBRA up to 18 months . |
| Equity Treatment | Death/disability or unassumed CIC awards accelerate; double-trigger acceleration on qualifying termination within 12 months post-CIC . |
| Clawback | Adopted in connection with IPO, compliant with SEC/NYSE . |
Potential Payments (Assuming Event on Dec 28, 2024)
| Scenario | Cash ($) | Equity Acceleration ($) | COBRA/Other ($) | Total ($) |
|---|---|---|---|---|
| Voluntary Termination due to Retirement | 1,417,500 | 311,230 | — | 1,728,730 |
| Termination Without Cause (Non-CIC) | 1,942,500 | 311,230 | 7,107 | 2,260,837 |
| CIC with Involuntary Termination | 2,756,250 | 311,230 | 10,661 | 3,078,141 |
| Death | 1,417,500 | 311,230 | — | 1,728,730 |
Performance & Track Record
- Tuition vs wage spread: Amandi targets tuition growth outpacing wage growth by ~50–100 bps and plans tuition from wage baselines; states this has been achieved in most years except COVID disruption .
- Margin path: Expects G&A leverage to improve as public company costs anniversary and as occupancy stabilizes, with incremental labor efficiency from workforce tools (Legion) rolling out next year .
- Operational playbooks: Reintroduced a data-driven quintile strategy first deployed in 2016–2017 to improve center performance distribution and enrollment .
- FY 2024 results context: TSR ~ -32% over post-IPO trading period; Net Income -$92.8 million; Adjusted EBITDA $298 million, up from $266 million in 2023 .
- Certifications: Signed SOX 302 and 906 certifications for Q3 FY2026 10-Q (filed Nov 12, 2025), reinforcing control and reporting accountability .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 compensation features base salary and STIP; LTIP is cash-based (not equity), while legacy 2022 RSUs/Options continue to vest; no new equity grants in 2024, reducing incremental new equity-based dilution for NEOs .
- Performance metrics rigor: STIP tied 80% to quantitative measures—Adjusted EBITDA (50%) and Net Revenue (30%)—with 20% discretionary strategic initiatives; FY 2024 under-target results produced a 73.91% of target payout, signaling sensitivity to operating shortfalls .
- Policy safeguards: Clawback policy in place; no general tax gross-ups; Compensation Committee oversight of ownership guidelines and risk assessment of compensation programs .
Equity Ownership & Alignment Considerations
- Skin-in-the-game: Amandi beneficially owns 422,774 shares (<1%), with additional near-term vesting of 11,105 RSUs and 106,885 options exercisable within 60 days as of the ownership snapshot .
- Vesting overhang and selling pressure: 2022 RSUs/Options vest through 2025–2026 on quarterly/annual schedules; expirations in 2032 may limit near-term forced exercises; potential liquidity events subject to trading windows, with one late Form 4 noted for tax withholding sales (administrative error, later filed) .
Investment Implications
- Pay-for-performance alignment: CFO incentives are tightly linked to Adjusted EBITDA and Net Revenue, with below-target FY 2024 results translating to sub-target bonus (73.91% of target), reinforcing linkage and limiting windfalls in softer operating environments .
- Retention and change-in-control: Standard severance (12 months salary plus prorated bonus) and 1.5× CIC multiple provide meaningful, but not excessive, protection; double-trigger equity acceleration supports retention through strategic transactions without single-trigger windfalls .
- Near-term supply from vesting: Scheduled RSU/option vesting in 2025–2026 could add modest discretionary selling pressure when windows open, though Amandi’s sub-1% ownership limits stock overhang risk; monitor Form 4s for patterns post-earnings windows .
- Execution focus: Management’s emphasis on tuition-wage spread, G&A leverage, and operational playbooks (quintiles) is critical to margin stabilization as occupancy normalizes; watch for occupancy trends and labor efficiency tool deployment (Legion) as catalysts for EBITDA margin inflection .