Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers (b) Previously, onDecember 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 effectiveMarch 31, 2021 . OnMarch 24, 2021 , the Board approved that effectiveMarch 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 betweenMr. 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'sNominating and Corporate Governance Committee , effectiveMarch 31, 2021 . (c) On March 24, 2021, the Board appointed Mr.Jason R. Janoff , age 49, as the Company's Chief Accounting Officer effectiveApril 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 atErnst & Young LLP ("EY"), most recently as a Partner at EY fromJuly 2005 toDecember 2020 . During his 27 years in EY'sU.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 theUniversity of Massachusetts atAmherst , where he currently sits on theirAccounting Advisory Council and is an Adjunct Lecturer. In addition,Mr. Janoff is a Trustee at theBoston 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 betweenMr. 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 betweenMr. Janoff and any of the Company's directors or executive officers. There are no transactions betweenMr. 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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