Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


               of Certain Officers; Compensatory Arrangements of Certain Officers


(b) Previously, on December 18, 2020, Bright Horizons Family Solutions Inc. (the
"Company") announced that Ms. Linda Mason, Mr. Roger Brown and Ms. Marguerite
Kondracke, the founders of the Company (the "Founders") and current members of
the Board of Directors (the "Board"), were retiring from the Board effective
March 31, 2021.
On March 24, 2021, the Board approved that effective March 31, 2021, following
the retirement of the Founders, the authorized size of the Board will be reduced
to ten (10) members and the Board will reclassify the members of the Board into
three classes of nearly equal size. To effect this change, Mr. David H. Lissy
will resign as a Class I director and immediately be reappointed to the Board as
a Class III director, to stand for reelection at the annual meeting of
shareholders in 2022 (the "Reclassification"). Mr. Lissy did not enter into any
new plan, contract, arrangement or compensatory plan in connection with the
Reclassification, and there is no arrangement or understanding between Mr. Lissy
and any other person pursuant to which he was appointed to serve as a Class III
director. The Reclassification is being effected solely to reclassify the Board,
and for all other purposes, Mr. Lissy's service on the Board will be deemed to
have continued uninterrupted without any break in service.
In connection with the Founders' retirements, Ms. Laurel J. Richie will replace
Ms. Marguerite Kondracke as Chair of the Board's Nominating and Corporate
Governance Committee, effective March 31, 2021.
(c) On March 24, 2021, the Board appointed Mr. Jason R. Janoff, age 49, as the
Company's Chief Accounting Officer effective April 5, 2021 (the "Effective
Date"). At such time, Mr. Janoff will also assume the role as the Company's
principal accounting officer. Mr. Janoff has over 27 years of experience at
Ernst & Young LLP ("EY"), most recently as a Partner at EY from July 2005 to
December 2020. During his 27 years in EY's U.S. Assurance practice, Mr. Janoff
served as Global Client Service Audit Partner, Partner within their National
Accounting - Professional Practice Group, Northeast Retail and Consumer Products
("RCP") Assurance Leader, New England RCP Markets Leader and as an auditor. Mr.
Janoff is a Certified Public Accountant and holds a Bachelor of Business
Administration degree in accounting from the University of Massachusetts at
Amherst, where he currently sits on their Accounting Advisory Council and is an
Adjunct Lecturer. In addition, Mr. Janoff is a Trustee at the Boston Children's
Museum, where he serves on the audit, finance and facility committees.
As of the Effective Date, Mr. Janoff will receive a base salary in the amount of
$260,000, an annual target cash bonus award of 30% of his base salary, and will
be eligible to participate in the Company's annual Equity Choice Plan program.
In connection with his appointment, Mr. Janoff will receive an at-hire equity
award equal to a choice of up to 15,000 stock options, purchased restricted
stock or a combination of the two, subject to standard vesting terms as
previously disclosed in the Company's proxy statement. In addition, Mr. Janoff
will enter into the Company's standard form of indemnification agreement and
standard form of non-compete agreement.
There are no arrangements or undertakings between Mr. Janoff and other persons
pursuant to which he was selected to serve as the Company's Chief Accounting
Officer, nor are there any family relationships between Mr. Janoff and any of
the Company's directors or executive officers. There are no transactions between
Mr. Janoff and the Company that would be required to be reported under Item
404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934,
as amended.

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