BRIGHT HORIZONS FAMILY SOLUTIONS INC. (BFAM): director Mary Ann Tocio to retire

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On October 26, 2026, Mary Ann Tocio, a member of the Company’s Board of Directors (the “Board”), informed the Board of her intent to retire from the Board, effective December 1, 2026. Ms. Tocio currently serves as a member of the Board's Audit Committee. Ms. Tocio’s retirement is not due to any disagreement with the Company.
(d) On October 28, 2026, the Board appointed Seth Siegel to serve as a member of the Board effective December 1, 2026. Mr. Siegel will fill the vacancy left by Ms. Tocio’s retirement and will serve as a member of the Board’s Audit Committee. Mr. Siegel will stand for reelection at the 2027 annual meeting of shareholders.
Mr. Siegel, age 53, served as Chief Executive Officer (CEO) of Grant Thornton, a leading global audit, tax and advisory firm, from August 2022 through January 2025 and subsequently served as Senior Advisor until April 2025. Prior to his tenure as CEO, Mr. Siegel served in various leadership roles at Grant Thornton including Managing Partner, Practice Leader and Audit Partner. During his 30 years with the firm, Mr. Siegel audited and advised Fortune 1000 and other large, complex private companies on financial reporting, M&A, capital markets transactions, governance and business matters across the financial services, real estate, hospitality, technology and consumer sectors. Mr. Siegel served on the board of directors of Grant Thornton from 2017 to 2025 and has served on the board of directors of numerous non-profit organizations, including the Joe DiMaggio Children’s Hospital Foundation and The Center for Audit Quality. Mr. Siegel holds a B.S. in Accounting from Florida Atlantic University and is a licensed C.P.A.
There are no arrangements or understandings between Mr. Siegel and any other person pursuant to which Mr. Siegel was appointed as a director and there are no transactions between Mr. Siegel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with his service on the Board, Mr. Siegel will participate in the Company’s non-employee director compensation program as set forth in the Company’s 2026 Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, including receiving an approximate pro-rata equity award. In addition, Mr. Siegel and the Company have entered into an indemnification agreement on the same terms as the Company has previously entered into with its other directors, a form of which has been previously filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.