📄 What This Document Is 🗓️

This document is Bright Horizons Family Solutions Inc.’s Proxy Statement (DEF 14A). Think of this filing as a comprehensive instruction manual and report card for the company's annual shareholder meeting. It tells you exactly what decisions the company needs its owners (the shareholders) to vote on.

The filing is based on the upcoming 2026 Annual Meeting of Shareholders, which is scheduled for Wednesday, June 3, 2026, at 8:00 a.m. (Eastern Time). Because this is a proxy statement, the primary focus is on corporate governance—how the company is managed, who sits on the Board, and how executive compensation is paid—rather than quarterly sales figures.

👉 Key Dates: Shareholders of record must be as of the close of business on April 8, 2026 (the Record Date) to be entitled to vote.

🏢 What Bright Horizons Does 🧒

Bright Horizons operates in the field of family solutions, suggesting its core business is providing services related to childcare, employee benefits, and general work/life support.

While the document does not provide a detailed business model description, the recurring mentions of "child care, employee benefits and work/life solutions industries" repeatedly confirm the company's operational focus and market scope.

👉 Why it matters: The consistent focus on diverse care and benefit solutions suggests the company operates in a large, complex sector influenced by global labor trends and policy changes.

🗳️ Voting on the 2026 Annual Meeting ✨

The core purpose of this proxy statement is to gather shareholder votes on three major topics. These votes determine the composition of the Board of Directors and approve management's compensation structure.

The company is asking shareholders to vote on three key proposals:

1. Electing Directors: Shareholders will elect six director nominees for a one-year term.
2. Compensation: Shareholders will vote on an advisory basis regarding the 2025 compensation paid to named executive officers.
3. Auditors: Shareholders must ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 How to Vote: Shareholders can vote in four ways: online, by telephone, by mail, or by attending the meeting virtually. The electronic voting instructions and proxy materials can be found on the Investor Relations section of the website at investors.brighthorizons.com.

🧑‍⚖️ Board Governance and Oversight 🧭

The Board of Directors is the ultimate governing body, and the proxy statement provides a detailed look at its structure, composition, and key policies. Bright Horizons has implemented several best practices to strengthen its governance.

Key Governance Highlights:

• Separation of Roles: The Board maintains a practice of separating the roles of the Chair of the Board (currently Mr. David H. Lissy) and the Chief Executive Officer (Mr. Stephen H. Kramer). The Board believes this separation is in the best interests of the company, allowing the CEO to focus on day-to-day operations while the Chair provides strong oversight.
• Board Structure: The company is moving toward a more standardized structure by declassifying its Board, meaning all members will eventually stand for election for one-year terms.
• Independence: All standing committees (Audit, Compensation, and Nominating and Corporate Governance) are comprised entirely of independent directors, which increases oversight and objectivity.
• Mandated Best Practices: The Board has established several policies, including requiring a majority vote for director election (meaning a nominee must have more "FOR" votes than "AGAINST" votes), maintaining an anti-pledging policy, and ensuring that directors are not "overboarded" (i.e., not serving on too many other public company boards).

🏦 Board Committees and Responsibilities 🛡️

The Board relies on three specialized, standing committees to handle complex oversight tasks. These committees are composed of independent directors and report their activities back to the full Board.

• The Audit Committee: This committee is responsible for overseeing the financial integrity of the company. Its duties include pre-approving all auditing services and reviewing internal controls, making it the key gatekeeper for financial reporting. (Lawrence M. Alleva is noted as the financial expert).
• The Compensation Committee: Its role is to guide and approve the compensation structure for both directors and executive officers, ensuring plans do not encourage excessive risk-taking.
• The Nominating and Corporate Governance Committee: This group handles the company's long-term health and structure. They are responsible for identifying potential board candidates, reviewing corporate governance policies, and overseeing corporate responsibility programs (ESG).

📋 Director Slate & Expertise Profiles 👨‍💼

The Board currently has nine members, divided into two classes of terms (2026 and 2027). The current nominees standing for election are: Lawrence M. Alleva, Joshua Bekenstein, Stephen H. Kramer, David H. Lissy, Laurel J. Richie, and Jennifer Schulz.

Expertise Analysis:

• The Board emphasizes its diverse mix of skills, ranging from multi-site operations and child care experience to financial expertise, marketing, and digital strategy.
• Director Laurel J. Richie and Joshua Bekenstein bring strong backgrounds in brand development, marketing, and large investment firm leadership, respectively.
• Director Mary Ann Tocio, who served as former President and Chief Operating Officer, brings over 30 years of experience managing complex, multi-site service organizations, lending deep operational knowledge to the Board.

👉 Why it matters: The breadth of experience, particularly across finance, HR, and operations, suggests the Board is strategically positioned to oversee multiple complex aspects of the family solutions industry.

💰 Director Compensation Structure 💸

The Board Compensation Program details how directors are compensated. The Board approved a new program for non-employee directors, effective January 1, 2025. This program consists of two parts: annual cash retainers and annual equity grants.

Compensation Details:

• Annual Equity Grant: Each non-employee director receives a grant of restricted stock units (RSUs) valued at $125,000. These grants are fully vested on the grant date and settle on the earliest of three events: termination, fifth anniversary of the grant, or a change of control.
• Stock Ownership: Directors are expected to own company shares with a market value equal to five times (5x) the annual cash retainer.
• Historical Payout: The table shows the actual compensation paid for the year ended December 31, 2025 (which used the prior compensation program). For instance, Mr. David H. Lissy received a total compensation of $300,000 ($175,000 in cash and $125,000 in stock awards).

🛡️ Board Risk Oversight and Cybersecurity 🚨

The Board’s role is not just to manage day-to-day operations, but to monitor and oversee potential risks. The proxy statement lays out a detailed risk oversight structure, confirming that risk management is a key responsibility of the full Board and its committees.

Key Areas of Oversight:

• Enterprise Risk Management (ERM): The Board annually reviews the ERM Program. This formal process ensures that the company identifies, assesses, and plans for major risks, such as financial, strategic, and operational challenges.
• Cybersecurity Risk: The Audit Committee, in conjunction with management, regularly discusses and reviews cyber risks. This oversight includes analyzing cyber threats, data privacy and security programs, and managing disaster recovery.
• Functional Reports: Management must provide regular updates to the Board from numerous specialized groups, including the Chief Information Officer (CIO), Chief Information Security Officer (CISO), General Counsel, and the Internal Audit function.

🌐 Global Operations and Reporting Links ✉️

For shareholders needing to take action or learn more, the filing provided specific logistical information.

• Websites: Proxy materials and the 2025 Annual Report are available online at www.proxyvote.com and investors.brighthorizons.com.
• Virtual Meeting Access: Shareholders must log in at www.virtualshareholdermeeting.com/BFAM2026 using their 16-digit control number.
• Contact: The company's main address is 2 Wells Avenue, Newton, Massachusetts 02459.

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🧠 The Analogy

Think of the Bright Horizons Board of Directors like the captain and crew of a very large, sophisticated cruise ship (the Company). This Proxy Statement is the annual "Health and Safety Inspection" of the ship. The Board is responsible for making sure all the vital systems—the engine (operations), the navigation (strategy), the finances (accounting), and the security (cybersecurity)—are functioning safely and efficiently. By detailing who the crew members are, how they are paid, and what policies they follow, the Board reassures the passengers (the Shareholders) that the ship is well-managed and ready for the journey ahead.

🧩 Final Takeaway

This filing confirms that Bright Horizons is highly focused on reinforcing strong corporate governance, running a stable, professional, and diverse Board structure that emphasizes oversight. The company is proactively managing its reputation and risk exposure, making governance and accountability the primary story.