Filed by the Registrant ☒
|
| |
Filed by a Party other than the Registrant ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
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Soliciting Material under Rule 14a-12
|
BARNES & NOBLE EDUCATION, INC.
|
(Name of registrant as specified in its charter)
|
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(Name of person(s) filing proxy statement, if other than the registrant)
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Sincerely,
|
|
| |
Michael P. Huseby
Chairman of the Board of Directors
and Chief Executive Officer
|
1.
|
To elect eight directors to serve until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified;
|
2.
|
To vote to approve the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan;
|
3.
|
To vote on an advisory (non-binding) basis to approve executive compensation;
|
4.
|
To ratify the appointment of Ernst & Young LLP as the independent registered public accountants for the Company’s fiscal year ending April 30, 2022; and
|
5.
|
To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.
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Sincerely,
|
|
| |
Michael C. Miller
Corporate Secretary
Basking Ridge, New Jersey
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August 13, 2021
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General Information
|
| |||
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Date and Time
|
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September 23, 2021, at 9:00 a.m. (Eastern Time)
|
|
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Place
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Live online webcast that is available via www.virtualshareholdermeeting.com/BNED2021
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Record Date
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July 27, 2021
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Voting Matters and Recommendations
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Voting Matter
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Board of Directors Recommendations
|
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Election of eight Directors
|
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FOR ALL NOMINEES
|
|
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Vote to approve the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares authorized to be issued under the Plan
|
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FOR
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Vote, in an advisory non-binding capacity, to approve executive compensation
|
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FOR
|
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Ratification of Ernst & Young LLP as the independent registered public accountants for the Company’s fiscal year ending April 30, 2022
|
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FOR
|
|
Governance Highlights
|
|||
✔ We elect all Directors annually
✔ None of our Director nominees serves on an
excessive number of public company boards
✔ The Board of Directors follows Corporate Governance
Guidelines
✔ Each committee of our Board of Directors has a published charter that is reviewed and discussed at least
annually
✔ We have adopted a Corporate Social Responsibility
Policy
✔ The Board of Directors has a Lead Independent Director
✔ The Company has made significant progress in rolling out diversity, equity, and inclusion initiatives
|
| |
✔ We are committed to maintaining an active dialogue with our stockholders. Over the past year, we have reached out to stockholders owning approximately 50% of our outstanding common shares to discuss
governance and executive compensation issues
✔ Each committee of our Board of Directors is
100% comprised of independent Directors
✔ Independent Directors and Board of Director committees meet regularly and frequently without
management present
✔ Our Corporate Governance and Nominating Committee oversees our Board of Directors’ annual self-evaluation
|
Skills and Attributes
|
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Chiu
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DeMatteo
|
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Golden
|
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Huseby
|
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Levenick
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Robinson
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Ryan
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Thornton
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Wilson
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Academia / Education
|
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✔
|
| |
|
| |
|
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✔
|
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✔
|
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✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Accounting, Internal Control Risk Management
|
| |
|
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✔
|
| |
✔
|
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✔
|
| |
|
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✔
|
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✔
|
| |
|
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✔
|
Business Head / Executive
|
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✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
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✔
|
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✔
|
| |
✔
|
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✔
|
Business Operations
|
| |
✔
|
| |
✔
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| |
✔
|
| |
✔
|
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|
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✔
|
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✔
|
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✔
|
CEO and Executive
|
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✔
|
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✔
|
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✔
|
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|
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✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Commercial Business
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
|
| |
✔
|
| |
|
| |
✔
|
Corporate Governance
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Customer Engagement / Marketing
|
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✔
|
| |
✔
|
| |
|
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✔
|
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✔
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✔
|
Data Analytics
|
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✔
|
| |
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✔
|
Defense Industry or Military
|
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✔
|
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|
Digital / e-Commerce
|
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✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| |
|
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|
Digital Experience
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Financial Expertise and Literacy
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Financing and Investments
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Government / Public Policy
|
| |
|
| |
|
| |
|
| |
|
| |
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| |
|
| |
✔
|
| |
✔
|
| |
|
International Business
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
Knowledge of Company Business
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Legal Expertise
|
| |
✔
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operational and Strategy Planning
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Other Relevant Industry
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| |
✔
|
Public Company
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Retail Experience
|
| |
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
|
| |
|
| |
✔
|
Science, Technology, and Innovation
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
Sustainability and Corporate Responsibility
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Name
|
| |
Age
|
| |
Director Since
|
| |
Position
|
Nominees for Election at the Annual Meeting
|
| |
|
| |
|
| |
|
Emily C. Chiu*
|
| |
38
|
| |
2018
|
| |
Director
|
Daniel A. DeMatteo*
|
| |
73
|
| |
2015
|
| |
Director
|
David G. Golden*
|
| |
63
|
| |
2015
|
| |
Director
|
Michael P. Huseby
|
| |
66
|
| |
2015
|
| |
Chairman of the Board
|
Zachary D. Levenick*
|
| |
42
|
| |
2020
|
| |
Director
|
Lowell W. Robinson*
|
| |
72
|
| |
2020
|
| |
Director
|
John R. Ryan*
|
| |
76
|
| |
2015
|
| |
Lead Independent Director
|
Jerry Sue Thornton*
|
| |
74
|
| |
2015
|
| |
Director
|
*
|
Independent for purposes of the NYSE listing standards.
|
•
|
overseeing the quality and integrity of our financial statements, accounting practices and financial information we provide to the Securities and Exchange Commission (“SEC”) or the public;
|
•
|
reviewing our annual and interim financial statements, the report of our independent registered public accounting firm on our annual financial statements, Management’s Report on Internal Control over Financial Reporting and the disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations;
|
•
|
selecting and appointing an independent registered public accounting firm;
|
•
|
pre-approving all services to be provided to us by our independent registered public accounting firm;
|
•
|
reviewing with our independent registered public accounting firm and our management the accounting firm’s significant findings and recommendations upon the completion of the annual financial audit and quarterly reviews;
|
•
|
reviewing and evaluating the qualification, performance, fees and independence of our registered public accounting firm;
|
•
|
meeting with our independent registered public accounting firm and our management regarding our internal controls, critical accounting policies and practices, and other matters;
|
•
|
discussing with our independent registered public accounting firm and our management earnings releases prior to their issuance;
|
•
|
overseeing our enterprise risk assessment and management;
|
•
|
overseeing our internal audit function;
|
•
|
reviewing and approving related party transactions (see “Certain Relationships and Related Transactions” below); and
|
•
|
overseeing our compliance program, response to regulatory actions involving financial, accounting and internal control matters, internal controls and risk management policies.
|
•
|
setting and reviewing our general policy regarding executive compensation;
|
•
|
determining the compensation of our Chief Executive Officer and other executive officers;
|
•
|
approving employment agreements for our Chief Executive Officer and other executive officers;
|
•
|
reviewing the benefits provided to our Chief Executive Officer and other executive officers;
|
•
|
overseeing our overall compensation structure, practices and benefit plans;
|
•
|
administering our executive bonus and equity-based incentive plans; and
|
•
|
assessing the independence of compensation consultants, legal counsel and other advisors to the Compensation Committee and hiring, approving the fees and overseeing the work of, and terminating the services of such advisors.
|
•
|
overseeing our corporate governance practices;
|
•
|
reviewing and recommending to our Board of Directors amendments to our committee charters and other corporate governance guidelines;
|
•
|
reviewing and making recommendations to our Board of Directors regarding the structure of our various Board of Directors committees;
|
•
|
identifying, reviewing and recommending to our Board of Directors individuals for election to the Board of Directors;
|
•
|
adopting and reviewing policies regarding the consideration of Board of Directors candidates proposed by stockholders and other criteria for Board of Directors membership; and
|
•
|
overseeing our Board of Directors’ annual self-evaluation.
|
•
|
Stockholder’s name, number of shares owned, length of period held, and proof of ownership;
|
•
|
Name, age and address of candidate;
|
•
|
A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history for at least the previous five years, and material outside commitments (e.g., memberships on other Board of Directors and committees, charitable foundations, etc.);
|
•
|
A supporting statement which describes the candidate’s reasons for seeking election to the Board of Directors;
|
•
|
A description of any arrangements or understandings between the candidate and the Company and/or the stockholder; and
|
•
|
A signed statement from the candidate, confirming his/her willingness to serve on the Board of Directors.
|
•
|
Protecting the Environment. As a trusted partner at hundreds of college and university nationwide, we are committed to expanding our sustainability practices and integrating them into the programs and philosophy of each campus we serve. Our goal is to reduce negative impacts on the environment by working with our partners, peers and others to promote responsible environmental practices.
|
•
|
Supporting Human Rights & Fair Labor. We are proud of our commitment to apply fair labor practices, and are committed to providing equal opportunity in all aspects of employment. As a member of the Fair Labor Association (“FLA”), we require vendors who supply products to our stores to adopt the FLA’s Code of Conduct. This requires strict adherence to workers’ rights, including no forced or child labor, a workplace free of discrimination, harassment and/or abuse, a safe and healthy working environment, respect for the workers’ rights to freedom of association and collective bargaining, proper compensation for overtime hours, and paying workers’ wages and benefits in accordance with the law. Through our partnership with FLA, our campus communities can be assured that the products sold in our stores were not created using unfair labor practices. To achieve greater transparency, the majority of our vendor partners openly disclose on their websites the factories used to manufacture their products.
|
•
|
Giving Back to the Communities We Serve. We strive to understand and respect the values of the communities where we serve and actively support initiatives in these communities. This commitment is visible in our contributions of financial and volunteer support, from providing annual textbook scholarships, to supporting student clubs and organizations.
|
•
|
Professional Development. We invest in our employees’ career growth. Employee training and development opportunities are critical to our success as we believe they drive our employee’s growth, help develop leaders within our organization and support the schools and customers we serve.
|
•
|
Career & Professional Guidance. As a major employer of Millennials and Generation Z, Barnes & Noble College has become an employer of choice among students nationwide and our wholesale and digital segments also offer employment opportunities to students. Our long-time partner, National Retail Federation (“NRF”), also recognizes the importance of the opportunities offered by a career in retail. A recent Livestream event broadcasted the Student Program at the NRF’s Retail’s BIG Show event. Barnes & Noble College both sponsored and promoted the event, resulting in more than 1,000 students attending the event remotely, developing grassroots support for campus career services and resources in helping prepare students for a professional life after commencement.
|
•
|
Diversity & Inclusion Hiring. Barnes & Noble College is committed to diversity in the workplace. We believe our company’s talent should reflect the faculty, students and communities we serve on each of our campuses. We build a foundation of diversity through an Equal Employment Opportunity Policy, which requires personnel decisions to be made in a non-discriminatory manner and empowers individuals to participate equally in all employment opportunities. We offer an equal employment opportunity for all current and prospective employees, and ensure that employment, training, compensation, transfer, promotion, conditions and privileges of employment are provided without regard to race, color, religion, national origin, gender, age, disability, sexual orientation, veteran status or any other protected status.
|
•
|
Leadership. Throughout the year, the Company’s leadership team and Board of Directors received updates from management with respect to various enterprise risk management issues and dedicated a portion of their meetings to reviewing and discussing specific risks related to COVID-19. During Fiscal 2021, the Board was provided with updates on COVID-19’s impact to our business, financial condition and operations. We instituted COVID-19 protocols and will continue to evaluate our approach in addressing COVID-19-related risks as circumstances evolve, particularly with regard to the development of the Delta variant.
|
•
|
Health and Safety. Employee safety and well-being is of paramount importance to us in any year and was of particular focus in Fiscal 2021. Throughout the COVID-19 pandemic, we have remained focused on the health and safety of our associates and implemented significant changes to protect our employees, their families, our customers and consumers and the communities in which we operate.
|
•
|
Support for our Employees. For our office-based employees, during the early stages of the pandemic, we provided frequent communications on our COVID-19 health and safety protocols, as well as free access to COVID testing and associated visits through UnitedHealthcare. We also continued to provide telehealth benefits, including virtual mental health access. In connection with the temporary office closures in the U.S. and the resulting furlough of some of our employees, we offered continued support and resources, including health insurance coverage and ongoing training opportunities.
|
•
|
Impact to Executive Compensation. The Company, our executives and the Board took steps to reduce executive compensation while a majority of our Company’s campus stores temporarily closed. Our executive officers and Board believe this was the right step to take during such an uncertain time.
|
•
|
Frictionless Course Materials Delivery. We offer a robust assortment of digital course materials to answer the demand of our ever-changing environments, or in-store “pop-up” areas to provide concierge counter service for swift and efficient transactions. Our goal is to minimize the in-store course materials footprint and maximize general merchandise opportunities. We focus on plan flexibility and elasticity, as course material format continues to evolve at a rapid pace.
|
•
|
Environmentally & Socially Conscious Brands. We fully align with our school partners’ high standards and work closely alongside them to ensure these standards were upheld in every aspect of the partnership.
|
•
|
Compliance Standards. Since the earliest days of Fair Labor Association movement on college campuses in the late 1990’s, Barnes & Noble College has been in compliance with its regulations. Now more than 22 years later, we continue to require all vendors who supply products to our stores to adopt the FLA’s Code of Conduct.
|
•
|
Created a D&I Taskforce;
|
•
|
Designated Juneteenth as a company holiday;
|
•
|
Hired a DEI expert consultant;
|
•
|
Companywide D&I Assessment;
|
•
|
Shared D&I findings with all employees;
|
•
|
D&I Planning and Programming Implementation;
|
•
|
D&I Communications internally and on social media;
|
•
|
Our Chief Executive Officer hosted the ASU+GSV Summit panel In the Pursuit of Happiness: How We can Better Care for the Whole Student in Higher Ed with a panel of Gen Z mental health experts, as well as hosted How Higher Education Can Better Serve Diverse Student Populations webinar with panelists from HBCUs, Historically Black Colleges and Universities; and
|
•
|
Hosted internal learning webinar: A Year of Awareness and Learning, focused on the past year’s pandemic and DEI efforts.
|
•
|
Focus on Hiring. We aim to hire an ethnically and racially diverse overall workforce.
|
•
|
Partnerships with HBCUs. We have formed meaningful partnerships with Historically Black Colleges and Universities (“HBCUs”), supporting their academic goals for students, faculty, administrators and the local community.
|
•
|
Focus on Education and Training. We host educational trainings on Diversity Awareness, Inclusive Leadership and Confronting Unconscious Bias.
|
Name of Beneficial Owner
|
| |
Shares
Beneficially
Owned
|
| |
Percent of
Class (1)
|
Five Percent Stockholders
|
| |
|
| |
|
BlackRock, Inc.(2)
|
| |
5,415,815
|
| |
10.50%
|
Outerbridge Capital Management, LLC(3)
|
| |
5,132,753
|
| |
9.95%
|
Leonard Riggio(4)
|
| |
4,960,206
|
| |
9.62%
|
Daniel R. Tisch(5)
|
| |
3,282,924
|
| |
6.36%
|
Dimensional Fund Advisors LP(6)
|
| |
3,160,037
|
| |
6.13%
|
|
| |
|
| |
|
Directors and Named Executive Officers(7)
|
| |
|
| |
|
Michael P. Huseby(8)(9)
|
| |
843,861
|
| |
1.61%
|
Emily C. Chiu(10)
|
| |
0
|
| |
*
|
Daniel A. DeMatteo(11)
|
| |
9,216
|
| |
*
|
David G. Golden
|
| |
169,510
|
| |
*
|
Zachary D. Levenick
|
| |
325,781
|
| |
*
|
Lowell W. Robinson
|
| |
48,781
|
| |
*
|
John R. Ryan(11)
|
| |
32,665
|
| |
*
|
Jerry Sue Thornton(11)
|
| |
9,216
|
| |
*
|
David A. Wilson(11)
|
| |
36,053
|
| |
*
|
Thomas D. Donohue(8)(9)
|
| |
185,833
|
| |
*
|
Michael C. Miller(8)(9)
|
| |
105,860
|
| |
*
|
David Henderson(8)(9)
|
| |
131,305
|
| |
*
|
Jonathan Shar(8)(9)
|
| |
68,474
|
| |
*
|
Kanuj Malhotra(12)
|
| |
185,003
|
| |
*
|
All directors and executive officers as a group (14 persons)(13)
|
| |
|
| |
3.94%
|
*
|
Less than 1%
|
(1)
|
Pursuant to SEC rules, shares of our Common Stock that an individual or group has a right to acquire within 60 days pursuant to the vesting of stock options are deemed to be beneficially owned by that individual or group and outstanding for the purpose of computing the percentage ownership of that individual or group, but are not deemed to be outstanding for computing the percentage ownership of any other person or group shown in the table. Footnote (8) sets forth the number of stock options that are included as beneficially owned.
|
(2)
|
Based on the Schedule 13G/A filed on July 12, 2021 by BlackRock, Inc. The address of BlackRock, Inc. is listed as 55 East 52nd Street, New York, New York 10055.
|
(3)
|
Based on the Schedule 13D/A filed on June 25, 2021 by each of Outerbridge Capital Management, LLC, Outerbridge Master Fund LP, Outerbridge GP, LLC, Outerbridge Partners, LP, Outerbridge Fund Ltd. and Rory Wallace. These beneficial owners collectively share the power to vote or to direct the vote, and to dispose or to direct the disposition of, the shares. The address of Outerbridge Capital Management, LLC, Outerbridge Master Fund LP, Outerbridge GP, LLC, Outerbridge Partners, LP and Rory Wallace is listed as 767 Third Avenue, 11th Floor, New York, New York 10017. The address of Outerbridge Fund Ltd. is listed as c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.
|
(4)
|
Based on the Schedule 13D/A filed on March 30, 2021 by Mr. Riggio, Mr. Riggio’s holdings are comprised of (a) 3,131,848 shares held by Mr. Riggio, of which Mr. Riggio has sole voting and investment power; (b) 732,067 shares held by Mr. Riggio’s wife, Louise Riggio; and (c) 1,096,291 shares owned by The Riggio Foundation, a charitable trust of which Mr. Riggio and Mrs. Riggio are co-trustees. Mr. Riggio and Mrs. Riggio have the power to direct the vote and disposition of the shares owned by The Riggio Foundation. Neither Mr. Riggio nor Mrs. Riggio, nor any of their family members or affiliates, have any pecuniary interest in the Riggio Foundation. The address of Mr. Riggio is in the care of Barnes & Noble, Inc., 122 Fifth Avenue, New York, New York 10011.
|
(5)
|
Based on the Schedule 13G/A filed on January 12, 2021 by Daniel R. Tisch, Daniel R. Tisch had sole voting power and sole investment power with respect to 3,282,924 shares of Common Stock of the Issuer, including 1,461,712 shares registered in the name of TowerView
|
(6)
|
Based on the Schedule 13G/A filed on February 12, 2021 by Dimensional Fund Advisors LP. The address of such persons is listed as Building One, 6300 Bee Cave Road, Austin, Texas 78746.
|
(7)
|
The address of all of the officers and directors listed above is in the care of Barnes & Noble Education, Inc., 120 Mountain View Blvd., Basking Ridge, New Jersey 07920.
|
(8)
|
Includes for each officer the following stock options that will vest on September 22, 2021, but do not currently have voting rights: Mr. Huseby-284,208; Mr. Donohue-77,510; Mr. Miller-77,510; Mr. Henderson-27,128; and Mr. Shar-54,258.
|
(9)
|
Does not include the following performance share units which do not have current voting rights: Mr. Huseby-314,285; Mr. Donohue-52,380; Mr. Miller-52,380; Mr. Henderson-52,380; and Mr. Shar-33,333 or restricted stock units which do not have current voting rights: Mr. Huseby-156,044; Mr. Donahue-27,076; Mr. Miller-36,692; Mr. Henderson-37,653; and Mr. Shar-21,368.
|
(10)
|
Does not include 108,383 restricted stock units for which the director has elected to defer receipt and which do not have current voting rights.
|
(11)
|
Does not include 140,458 restricted stock units for which the director has elected to defer receipt and which do not have current voting rights.
|
(12)
|
Mr. Malhotra’s shares beneficially owned are as of November 30, 2020, the effective date of Mr. Malhotra’s resignation from the Company. Mr. Malhotra forfeited all of his unvested equity awards upon his resignation.
|
(13)
|
Includes an aggregate of 520,614 options that will vest on September 22, 2021 held by officers as a group.
|
Named Executive Officer
|
| |
Position
|
Michael P. Huseby
|
| |
Chairman and Chief Executive Officer
|
Thomas D. Donohue
|
| |
Executive Vice President, Chief Financial Officer
|
David Henderson
|
| |
Executive Vice President, Strategic Services, and President, MBS Textbook
Exchange, LLC
|
Michael C. Miller
|
| |
Executive Vice President, Corporate Development & Affairs, Chief Legal Officer,
and Secretary
|
Jonathan Shar
|
| |
Executive Vice President, Retail
|
Kanuj Malhotra(1)
|
| |
Former Executive Vice President, Corporate Development; President, Digital
Student Solutions
|
(1)
|
Resigned effective as of November 30, 2020.
|
✔
|
Tie a majority of executive pay to performance-based cash and equity incentives
|
✔
|
Align annual incentive payouts to individual and company-based performance goals
|
✔
|
Vest equity awards over time to promote retention and require a one-year minimum vesting period for equity awards
|
✔
|
Require one additional year of time-based vesting for performance shares earned following the achievement of performance measures
|
✔
|
Accelerate equity only upon termination of employment following a change in control (double trigger)
|
✔
|
Subject incentive compensation (including cash and equity) to a clawback policy
|
✔
|
Require executive officers and directors to meet stock ownership targets and retention guidelines
|
✔
|
Engage with stockholders regarding governance and/or executive compensation issues
|
✔
|
Conduct an annual risk assessment of our executive compensation program
|
✔
|
Conduct an annual say-on-pay vote
|
✕
|
Pay current dividends or dividend equivalents on unearned performance shares and unvested restricted stock units
|
✕
|
Permit option repricing without stockholder approval
|
✕
|
Provide significant perquisites
|
✕
|
Pay tax gross-ups to executives
|
✕
|
Provide supplemental executive retirement benefits
|
✕
|
Permit hedging for any employee or, without the approval of the Audit Committee, pledging by executive officers or directors
|
✕
|
Pay discretionary bonuses to executive officers
|
Stockholders Were Concerned About
|
| |
How We Addressed Their Concerns
|
||||||
•
|
| |
Alignment between Company performance, compensation and run rate
|
| |
•
|
| |
In Fiscal 2021 granted to the majority of the NEOs 50% of the long-term equity incentives in the form of time-based cash-settled restricted stock units (“phantom shares”); 25% in the form of fair market value stock options, and 25% in the form of stock options with an exercise price above the fair market value of the shares of common stock on the date of grant (“premium priced stock options”); two NEOs received 65% of their long-term equity incentives in the form of phantom shares; 17.5% in the form of fair market value stock options, and 17.5% in the form of premium priced stock options
|
|
|||||||||
|
| |
|
| |
•
|
| |
In Fiscal 2019 and Fiscal 2020 the fair value of grants to executives were reduced to address equity run-rate and mitigate dilution
|
|
| |
|
| |||||
•
|
| |
No stock ownership guidelines for executive officers
|
| |
•
|
| |
Adopted stock ownership targets and retention guidelines for executive officers in 2016 (in addition to the existing guidelines for directors)
|
|
| |
|
| |||||
•
|
| |
Clawback provisions only applied to equity awards
|
| |
•
|
| |
Adopted a compensation recoupment policy (“clawback policy”) that applies to all incentive compensation (cash and equity)
|
|
| |
|
| |||||
•
|
| |
Discretionary bonuses for executive officers
|
| |
•
|
| |
No portion of the Annual Incentive Plan is discretionary
|
•
|
Consolidated fiscal year sales of $1,433.9 million decreased 22.5% as compared to the prior year.
|
•
|
Consolidated fiscal year GAAP net loss was $(131.8) million, compared to a net loss of $(38.3) million in the prior year.
|
•
|
Consolidated fiscal year non-GAAP Adjusted EBITDA loss was $(65.6) million, as compared to non-GAAP Adjusted EBITDA of $42.2 million in the prior year.
|
•
|
Consolidated fiscal year non-GAAP Adjusted Earnings was $(89.0) million, compared to non-GAAP Adjusted Earnings of $(21.1) million in the prior year.
|
•
|
Total Fiscal 2021 borrowings increased by only $2.9 million to $177.6 million as compared to the prior year period, led by working capital improvements, the sale of logo and emblematic merchandise inventory to Fanatics Lids College, Inc., and the strategic equity investment in the Company by Fanatics, Inc. (“Fanatics”) and Lids Holdings, Inc. (“Lids”).
|
•
|
BNC First Day® digital course delivery model year-over-year revenue increased 94%, benefitting from the accelerated move
|
•
|
to digital courseware.
|
•
|
Reached agreements for 64 campus stores to support the BNC First Day® Complete courseware delivery program in Fall Term 2021, representing approximately 300,000 in total undergraduate enrollment; up from 12 campus stores and 43,000 in total undergraduate enrollment in Fall Term 2020.
|
•
|
Gained over 300,000 gross subscribers for the bartleby® suite of services in Fiscal 2021, with DSS revenue increasing 15.7% for the same period.
|
•
|
Launched beta release of bartleby Expert Live Chat, a text-based tutoring offering that connects students to our expert network for students who have follow-up questions on a bartleby solution, need more clarity on a textbook question, or want to speak to a tutor as soon as possible.
|
•
|
Continued to attract new clients and generate new business growth, signing over $103 million in gross new business in fiscal year 2021 and expanding the Company’s footprint by 52 institutions and 31 K-12 schools.
|
•
|
Entered into a long-term strategic omnichannel merchandising partnership with Fanatics and Lids, forging an alliance with the two retail and ecommerce leaders in the licensed sports and emblematic merchandise category. Significant joint go-to-market activity planned with Fanatics and Lids to attract new business through enhanced offering.
|
•
|
attract, retain, and motivate talented executives responsible for the success of our organization;
|
•
|
provide compensation to executives that is externally competitive, internally equitable, performance-based, and aligned with stockholder interests; and
|
•
|
ensure that total compensation levels are reflective of company and individual performance and provide executives with the opportunity to receive above-market total compensation for exceptional business performance.
|
|
Adtalem Global Education Inc.
|
| |
John Wiley & Sons, Inc.
|
|
|
American Eagle Outfitters, Inc.
|
| |
K12 Inc.
|
|
|
Bright Horizons Family Solutions Inc.
|
| |
Lands’ End, Inc.
|
|
|
Chegg, Inc.
|
| |
Meredith Corporation
|
|
|
Graham Holdings Company
|
| |
Scholastic Corporation
|
|
|
Grand Canyon Education, Inc.
|
| |
Urban Outfitters, Inc.
|
|
|
Houghton Mifflin Harcourt Company
|
| |
|
|
Named Executive Officer
|
| |
Base Salary in
Fiscal 2020
|
| |
Base Salary in
Fiscal 2021
|
| |
Percentage Change
|
Michael P. Huseby
|
| |
$1,100,000(1)
|
| |
$1,100,000(1)
|
| |
0%
|
Thomas D. Donohue
|
| |
$500,000
|
| |
$600,000
|
| |
20%
|
David Henderson
|
| |
$500,000
|
| |
$550,000
|
| |
10%
|
Michael C. Miller
|
| |
$500,000
|
| |
$600,000
|
| |
20%
|
Jonathan Shar
|
| |
$500,000
|
| |
$550,000
|
| |
10%
|
Kanuj Malhotra
|
| |
$523,400
|
| |
$550,000
|
| |
5%
|
(1)
|
On April 1, 2020, as a result of the unusual circumstances surrounding the COVID-19 pandemic, Mr. Huseby voluntarily agreed to a temporary reduction of his base salary of 25%, effective April 13, 2020 through September 19, 2020. Mr. Huseby’s base salary was returned to its contractual level on September 20, 2020.
|
Named Executive Officer
|
| |
Annual
Target as Percentage of
Salary(1)
|
Michael P. Huseby(2)
|
| |
137.5%(2)
|
Thomas D. Donohue
|
| |
85 %
|
David Henderson
|
| |
85 %
|
Michael C. Miller
|
| |
85 %
|
Jonathan Shar
|
| |
85 %
|
Kanuj Malhotra
|
| |
100 %
|
(1)
|
As discussed herein, the annual target established was subsequently capped at 75% of target.
|
(2)
|
On September 23, 2020, the Board and Mr. Huseby agreed to amend Mr. Huseby’s employment agreement to, among other things, reduce Mr. Huseby’s annual target bonus from 150% to 125% of his base salary. This figure represents the blended annual target bonus target for Fiscal 2021. See the discussion in “Executive Compensation-Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table-Employment Arrangements-General Provisions.”
|
Company EBITDA Performance
Relative to Target
|
| |
Payout Percentage
(% of Target Payout)
|
At Budget or more
|
| |
100%
|
63% to less than 100%
|
| |
50-100%*
|
Less than 63%
|
| |
0%
|
*
|
Payout percentage is interpolated for results within range.
|
|
| |
Target ($)
(in millions)
|
| |
Actual ($)
(in millions)
|
| |
% Target
Achieved
|
| |
% Target
Payout
|
Second Half FY 2021 Company EBITDA*
|
| |
$(33.0)
|
| |
$(52.1)
|
| |
37%
|
| |
0%
|
*
|
Company EBITDA is used in our compensation programs and is presented in order to show the correlation between these financial measures and compensation to our NEOs. Both target Company EBITDA and actual Company EBITDA were determined by using Adjusted EBITDA, as calculated and reported in the Company’s SEC filings and disclosure. The Compensation Committee chose Company EBITDA as a performance measure because it is the measure management reviews internally to evaluate the Company’s performance and manage its operations. For a reconciliation of Adjusted EBITDA to net loss and discussion of the Company’s use of Adjusted EBITDA, please refer to page 0 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2021.
|
Named Executive
Officer
|
| |
Target Annual
Incentive
|
| |
First Quarter
Payout
|
| |
Second Quarter
Payout(1)
|
| |
Second Half
Payout
|
| |
Total
Payout
|
| |
Total Payout
as a % of
Target(2)
|
Michael P. Huseby
|
| |
$1,512,500
|
| |
$—
|
| |
$290,000
|
| |
$0
|
| |
$290,000
|
| |
19%
|
Thomas D. Donohue
|
| |
$425,000
|
| |
$100,000
|
| |
$75,000
|
| |
$0
|
| |
$175,000
|
| |
41%
|
David Henderson
|
| |
$425,000
|
| |
$100,000
|
| |
$60,000
|
| |
$0
|
| |
$160,000
|
| |
37%
|
Michael C. Miller
|
| |
$425,000
|
| |
$100,000
|
| |
$75,000
|
| |
$0
|
| |
$175,000
|
| |
41%
|
Jonathan Shar
|
| |
$425,000
|
| |
$100,000
|
| |
$60,000
|
| |
$0
|
| |
$160,000
|
| |
37%
|
Kanuj Malhotra
|
| |
$523,400
|
| |
$100,000
|
| |
$99,000
|
| |
$—
|
| |
$199,000
|
| |
19%
|
(1)
|
As discussed above, the Committee exercised negative discretion in determining the second quarter payout for each NEO other than Mr. Malhotra. The amounts that each NEO would have earned prior to the Committee’s adjustment were as follows: Mr. Huseby-$359,000; Mr. Donohue-$92,000; Mr. Henderson-$84,000; Mr. Miller-$92,000 and Mr. Shar-$76,000. In connection with the terms of Mr. Malhotra’s resignation, he was paid the unadjusted earned amount of $99,000.
|
(2)
|
As discussed above, the Committee determined to cap the total payout at 75% of target. Amounts shown represent the total payout as a percentage of the original target annual incentive (before any adjustments as a result of base compensation increases effective as of October 1, 2021, where applicable).
|
Named Executive
Officer
|
| |
Fair Market
Value
Options(1)
|
| |
Premium
Options(2)
|
| |
Phantom
Shares
|
| |
Aggregate Award
Target ($)
|
Michael P. Huseby
|
| |
568,417
|
| |
568,417
|
| |
670,732
|
| |
$3,300,000
|
Thomas D. Donohue
|
| |
155,023
|
| |
155,023
|
| |
182,927
|
| |
$900,000
|
David Henderson
|
| |
54,258
|
| |
54,258
|
| |
118,902
|
| |
$650,000
|
Michael C. Miller
|
| |
155,023
|
| |
155,023
|
| |
182,927
|
| |
$900,000
|
Jonathan Shar
|
| |
108,516
|
| |
108,516
|
| |
237,805
|
| |
$900,000
|
Kanuj Malhotra(3)
|
| |
155,023
|
| |
155,023
|
| |
182,907
|
| |
$900,000
|
(1)
|
The fair market value options have an exercise price of $2.46, the fair market value of the common stock on the date of grant.
|
(2)
|
The premium options have an exercise price of $5.00.
|
(3)
|
These awards were forfeited by Mr. Malhotra upon his resignation from the Company, effective as of November 30, 2020.
|
—
|
a balance among short- and long-term incentives; cash and equity based compensation; and fixed and variable pay;
|
—
|
multiple performance metrics;
|
—
|
the Clawback Policy;
|
—
|
the “Stock Ownership Guidelines” and holding guidelines;
|
—
|
the Company’s anti-hedging and pledging policies; and
|
—
|
limited change-in-control benefits.
|
|
| |
Compensation Committee
|
|
| |
|
|
| |
David G. Golden, Chair
Daniel A. DeMatteo
John R. Ryan
Jerry Sue Thornton
Lowell W. Robinson
|
Name and
Principal Position
|
| |
Fiscal
Year
|
| |
Salary(1)
|
| |
Bonus
|
| |
Stock
Awards(2)
|
| |
Option
Awards(3)
|
| |
Non-Equity
Incentive Plan
Compensation(4)
|
| |
All Other
Compensation(5)
|
| |
Total
|
Michael P. Huseby
Chairman and Chief Executive Officer
|
| |
2021
|
| |
$1,031,250
|
| |
$—
|
| |
$1,260,976
|
| |
$1,625,673
|
| |
$290,000
|
| |
$26,271
|
| |
$4,234,170
|
|
2020
|
| |
$1,089,423
|
| |
$—
|
| |
$1,979,996
|
| |
$—
|
| |
$247,500
|
| |
$37,040
|
| |
$3,353,959
|
||
|
2019
|
| |
$1,100,000
|
| |
$—
|
| |
$1,858,467
|
| |
$—
|
| |
$1,501,500
|
| |
$36,105
|
| |
$4,496,072
|
||
Thomas D. Donohue
Executive Vice President, Chief Financial Officer
|
| |
2021
|
| |
$557,693
|
| |
$—
|
| |
$343,903
|
| |
$443,365
|
| |
$175,000
|
| |
$1,855
|
| |
$1,521,816
|
|
2020
|
| |
$500,000
|
| |
$—
|
| |
$329,994
|
| |
$—
|
| |
$42,500
|
| |
$12,670
|
| |
$885,164
|
||
|
2019
|
| |
$462,462
|
| |
$—
|
| |
$223,466
|
| |
$—
|
| |
$212,333
|
| |
$13,050
|
| |
$911,311
|
||
Michael C. Miller
Chief Legal Officer and Executive Vice President, Corporate Development & Affairs, and Secretary
|
| |
2021
|
| |
$557,693
|
| |
$—
|
| |
$343,903
|
| |
$443,365
|
| |
$175,000
|
| |
$1,470
|
| |
$1,521,431
|
|
2020
|
| |
$500,000
|
| |
$—
|
| |
$329,994
|
| |
$—
|
| |
$42,500
|
| |
$1,470
|
| |
$873,964
|
||
|
2019
|
| |
$496,154
|
| |
$200,000
|
| |
$446,927
|
| |
$—
|
| |
$273,000
|
| |
$16,481
|
| |
$1,432,562
|
||
David Henderson
Executive Vice President Strategic Services, and President, MBS Textbook Exchange, LLC
|
| |
2021
|
| |
$526,923
|
| |
$—
|
| |
$223,536
|
| |
$155,178
|
| |
$160,000
|
| |
$29,151
|
| |
$1,094,788
|
|
2020
|
| |
$500,000
|
| |
$—
|
| |
$329,994
|
| |
$—
|
| |
$42,500
|
| |
$37,608
|
| |
$910,102
|
||
|
2019
|
| |
$500,000
|
| |
$—
|
| |
$469,274
|
| |
$—
|
| |
$225,600
|
| |
$40,531
|
| |
$1,235.405
|
||
Jonathan Shar
Executive Vice President, BNED Retail
|
| |
2021
|
| |
$526,923
|
| |
$—
|
| |
$447,073
|
| |
$310,355
|
| |
$160,000
|
| |
$1,778
|
| |
$1,446,129
|
|
2020
|
| |
$400,000
|
| |
$—
|
| |
$209,998
|
| |
$—
|
| |
$30,000
|
| |
$12,670
|
| |
$652,668
|
||
|
2019
|
| |
$304,616
|
| |
$150,000
|
| |
$171,697
|
| |
$—
|
| |
$200,000
|
| |
$5,458
|
| |
$831,771
|
||
Kanuj Malhotra(6)
Executive Vice President, Corporate Development
|
| |
2021
|
| |
$362,112
|
| |
$—
|
| |
$343,903
|
| |
$443,365
|
| |
$199,000
|
| |
$1,142,869
|
| |
$2,491,249
|
|
2020
|
| |
$523,400
|
| |
$—
|
| |
$389,995
|
| |
$—
|
| |
$327,125
|
| |
$12,670
|
| |
$1,253,190
|
||
|
2019
|
| |
$523,400
|
| |
$—
|
| |
$625,693
|
| |
$—
|
| |
$362,716
|
| |
$12,750
|
| |
$1,524,559
|
(1)
|
This column represents base salary earned during each fiscal year.
|
(2)
|
This column represents, with respect to Fiscal 2021, cash-settled phantom shares. The grant date fair value of stock awards granted computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation (“ASC 718”). The stock awards value is determined to be the fair market value of the underlying Company shares on the grant date, which is determined based on the closing price of the Company’s Common Stock on the grant date. These amounts reflect an estimate of the grant date fair value and may not be equivalent to the actual value recognized by the NEO.
|
(3)
|
This column represents the dollar value of options granted at the average fair value price.
|
(4)
|
This column represents the dollar value of performance-based annual incentive compensation earned for fiscal year.
|
(5)
|
This column represents the value of all other compensation, as detailed in the table below.
|
(6)
|
Mr. Malhotra resigned from the Company, effective as of November 30, 2020. The phantom shares and stock options reported were forfeited as of that date.
|
Name
|
| |
Fiscal
Year
|
| |
Long-Term
Disability
Insurance(1)
|
| |
Life and
AD&D
Insurance(2)
|
| |
401(k)
Company
Match
|
| |
Cell
Phone
|
| |
Total
Other
Income
|
Michael P. Huseby
|
| |
2021
|
| |
$13,086
|
| |
$11,985
|
| |
$—
|
| |
$1,200
|
| |
$26,271
|
|
2020
|
| |
$13,086
|
| |
$11,985
|
| |
$10,769
|
| |
$1,200
|
| |
$37,040
|
||
|
2019
|
| |
$13,086
|
| |
$12,065
|
| |
$10,154
|
| |
$800
|
| |
$36,105
|
||
Thomas D. Donohue
|
| |
2021
|
| |
$—
|
| |
$270
|
| |
$385
|
| |
$1,200
|
| |
$1,855
|
|
2020
|
| |
$—
|
| |
$270
|
| |
$11,200
|
| |
$1,200
|
| |
$12,670
|
||
|
2019
|
| |
$—
|
| |
$350
|
| |
$11,900
|
| |
$800
|
| |
$13,050
|
||
Michael C. Miller
|
| |
2021
|
| |
$—
|
| |
$270
|
| |
$—
|
| |
$1,200
|
| |
$1,470
|
|
2020
|
| |
$—
|
| |
$270
|
| |
$—
|
| |
$1,200
|
| |
$1,470
|
||
|
2019
|
| |
$—
|
| |
$350
|
| |
$14,731
|
| |
$1,400
|
| |
$16,481
|
||
David Henderson(3)
|
| |
2021
|
| |
$576
|
| |
$1,013
|
| |
$797
|
| |
$—
|
| |
$2,386
|
|
2020
|
| |
$576
|
| |
$1,013
|
| |
$10,430
|
| |
$—
|
| |
$12,019
|
||
|
2019
|
| |
$612
|
| |
$983
|
| |
$12,981
|
| |
$—
|
| |
$14,576
|
||
Jonathan Shar
|
| |
2021
|
| |
$—
|
| |
$270
|
| |
$308
|
| |
$1,200
|
| |
$1,778
|
|
2020
|
| |
$—
|
| |
$270
|
| |
$11,200
|
| |
$1,200
|
| |
$12,670
|
||
|
2019
|
| |
$—
|
| |
$350
|
| |
$4,308
|
| |
$800
|
| |
$5,458
|
||
Kanuj Malhotra(4)
|
| |
2021
|
| |
$—
|
| |
$166
|
| |
$403
|
| |
$800
|
| |
$1,142,869
|
|
2020
|
| |
$—
|
| |
$270
|
| |
$11,200
|
| |
$1,200
|
| |
$12,670
|
||
|
2019
|
| |
$—
|
| |
$350
|
| |
$11,000
|
| |
$1,400
|
| |
$12,750
|
(1)
|
This represents the premiums paid by the Company for the long-term disability insurance.
|
(2)
|
This represents the premiums paid by the Company for life and accidental death and dismemberment insurance.
|
(3)
|
Total other income for Mr. Henderson also includes 1) leased vehicle expense of $18,103; $17,178; and $17,484 for 2021, 2020 and 2019, respectively; and 2) reimbursement of country club fees of $8,662; $8,411; and $8,471 for 2021, 2020 and 2019, respectively.
|
(4)
|
Total other income for Mr. Malhotra also includes $1,141,500 paid to Mr. Malhotra pursuant to the terms of his resignation letter. See “Resignation Letter Agreement with Mr. Malhotra.”
|
Name
|
| |
Award(1)
|
| |
Grant
Date
|
| |
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards(2)
|
| |
All Other
Stock Awards:
Number of
Shares of
Stock or Units (#)
|
| |
All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
|
| |
Exercise or
Base Price of
Option
Awards
($/Share)
|
| |
Grant Date
Fair Value of
Stock and
Option Awards
|
||||||
|
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |||||||||||||||||||
Michael P. Huseby
|
| |
AIP
|
| |
|
| |
$756,250
|
| |
$1,134,375
|
| |
$1,512,500
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
670,732
|
| |
|
| |
|
| |
$1,260,976
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
568,417
|
| |
$2.46
|
| |
$898,099
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
568,417
|
| |
$5.00
|
| |
$727,574
|
||
Thomas D. Donahue
|
| |
AIP
|
| |
|
| |
$255,000
|
| |
$382,500
|
| |
$510,000
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
182,927
|
| |
|
| |
|
| |
$343,903
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$2.46
|
| |
$244,936
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$5.00
|
| |
$198,429
|
||
Michal C. Miller
|
| |
AIP
|
| |
|
| |
$255,000
|
| |
$382,500
|
| |
$510,000
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
182,927
|
| |
|
| |
|
| |
$343,903
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$2.46
|
| |
$244,936
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$5.00
|
| |
$198,429
|
||
David Henderson
|
| |
AIP
|
| |
|
| |
$233,750
|
| |
$350,625
|
| |
$467,500
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
118,902
|
| |
|
| |
|
| |
$233,536
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
54,258
|
| |
$2.46
|
| |
$85,728
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
54,258
|
| |
$5.00
|
| |
$69,450
|
||
Jonathon Shar
|
| |
AIP
|
| |
|
| |
$233,750
|
| |
$350,625
|
| |
$467,500
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
237,805
|
| |
|
| |
|
| |
$447,073
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
108,516
|
| |
$2.46
|
| |
$171,455
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
108,516
|
| |
$5.00
|
| |
$138,900
|
||
Kanuj Malhotra
|
| |
AIP
|
| |
|
| |
$275,000
|
| |
$412,500
|
| |
$550,000
|
| |
|
| |
|
| |
|
| |
|
|
PS
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
182,927
|
| |
|
| |
|
| |
$343,903
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$2.46
|
| |
$244,936
|
||
|
Options
|
| |
9/22/20
|
| |
|
| |
|
| |
|
| |
|
| |
155,023
|
| |
$5.00
|
| |
$198,429
|
(1)
|
Forms of awards granted to executive officers during Fiscal 2021 include Phantom Shares (“PS”), bonus payments under the Company’s Annual Incentive Plan (“AIP”) and Stock Options (“Options”).
|
(2)
|
These columns represent the threshold payout level, target payout level and maximum payout level for the performance-based incentive compensation awards under the Company’s AIP. For additional information regarding the performance-based annual incentive compensation program, see the discussion in the “Compensation Discussion and Analysis-Overview of Compensation Program Design-Performance-Based Annual Incentive Compensation” section of this Proxy Statement.
|
Stock Awards
|
| |
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Stock
Award
Grant
Date
|
| |
RSU/
PSU/
PS
|
| |
Number of Shares
or Units of Stock
That Have Not
Vested(1)
|
| |
Market Value of
Shares or Units of
Stock That Have
Not Vested(2)
|
| |
Vesting Dates
|
Michael P. Huseby
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
9/26/18
|
| |
RSU
|
| |
51,282
|
| |
$405,641
|
| |
9/26/21
|
||
|
6/19/19
|
| |
PSU
|
| |
99,408
|
| |
$786,320
|
| |
6/19/22
|
||
|
6/19/19
|
| |
RSU
|
| |
104,762
|
| |
$828,667
|
| |
6/19/22
|
||
|
9/22/20
|
| |
PS
|
| |
670,732
|
| |
$5,305,490
|
| |
9/22/21, 9/22/22, 9/22/23
|
||
Thomas D. Donohue
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
9/26/18
|
| |
RSU
|
| |
9,616
|
| |
$76,063
|
| |
9/26/21
|
||
|
6/19/19
|
| |
PSU
|
| |
16,568
|
| |
$131,051
|
| |
6/19/22
|
||
|
6/19/19
|
| |
RSU
|
| |
17,460
|
| |
$138,109
|
| |
6/19/22
|
||
|
9/22/20
|
| |
PS
|
| |
182,927
|
| |
$1,446,953
|
| |
9/22/21, 9/22/22, 9/22/23
|
||
David Henderson
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
9/26/18
|
| |
RSU
|
| |
20,193
|
| |
$159,727
|
| |
9/26/21
|
||
|
6/19/19
|
| |
PSU
|
| |
16,568
|
| |
$131,051
|
| |
6/19/22
|
||
|
6/19/19
|
| |
RSU
|
| |
17,460
|
| |
$138,109
|
| |
6/19/22
|
||
|
9/22/20
|
| |
PS
|
| |
118,902
|
| |
$940,515
|
| |
9/22/21, 9/22/22, 9/22/23
|
||
Michael C. Miller
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
9/26/18
|
| |
RSU
|
| |
19,232
|
| |
$152,125
|
| |
9/26/21
|
||
|
6/19/19
|
| |
PSU
|
| |
16,568
|
| |
$131,051
|
| |
6/19/22
|
||
|
6/19/19
|
| |
RSU
|
| |
17,460
|
| |
$138,109
|
| |
6/19/22
|
||
|
9/22/20
|
| |
PS
|
| |
182,927
|
| |
$1,466,953
|
| |
9/22/21, 9/22/22, 9/22/23
|
||
Jonathan Shar
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
9/26/18
|
| |
RSU
|
| |
10,257
|
| |
$81,133
|
| |
9/26/21
|
||
|
6/19/19
|
| |
PSU
|
| |
10,543
|
| |
$83,397
|
| |
6/19/22
|
||
|
6/19/19
|
| |
RSU
|
| |
11,111
|
| |
$87,888
|
| |
6/19/22
|
||
|
9/22/20
|
| |
PS
|
| |
237,805
|
| |
$1,881,038
|
| |
9/22/21, 9/22/22, 9/22/23
|
||
Kanuj Malhotra(3)
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
This column represents outstanding grants of shares of restricted stock units (RSU), performance share units (PSU) and phantom shares (PS).
|
(2)
|
Market values have been calculated using a stock price of $7.91 (closing price of our Common Stock on May 1, 2021, the last trading day of Fiscal 2021), and assuming target level performance is achieved.
|
(3)
|
Mr. Malhotra forfeited outstanding equity awards effective with his resignation on November 30, 2020.
|
Option Awards
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option Exercise
Price ($)
|
| |
Option Expiration Date
|
Michael P. Huseby
|
| |
|
| |
|
| |
|
| |
|
|
—
|
| |
568,417
|
| |
$2.46
|
| |
9/22/30
|
||
|
—
|
| |
568,417
|
| |
$5.00
|
| |
9/22/30
|
||
Thomas D. Donohue
|
| |
|
| |
|
| |
|
| |
|
|
—
|
| |
155,023
|
| |
$2.46
|
| |
9/22/30
|
||
|
—
|
| |
155,023
|
| |
$5.00
|
| |
9/22/30
|
||
Michael C. Miller
|
| |
|
| |
|
| |
|
| |
|
|
—
|
| |
155,023
|
| |
$2.46
|
| |
9/22/30
|
||
|
—
|
| |
155,023
|
| |
$5.00
|
| |
9/22/30
|
||
David Henderson
|
| |
|
| |
|
| |
|
| |
|
|
—
|
| |
54,258
|
| |
$2.46
|
| |
9/22/30
|
||
|
—
|
| |
54,258
|
| |
$5.00
|
| |
9/22/30
|
||
Jonathan Shar
|
| |
|
| |
|
| |
|
| |
|
|
—
|
| |
108,516
|
| |
$2.46
|
| |
9/22/30
|
||
|
—
|
| |
108,516
|
| |
$5.00
|
| |
9/22/30
|
|
| |
|
| |
Stock Awards
|
|||
Name
|
| |
Fiscal Year
|
| |
Number
of
Shares
Acquired
on Vesting
(#)
|
| |
Value Realized
on Vesting(1)
($)
|
Michael P. Huseby
|
| |
2021
|
| |
331,817
|
| |
$715,457
|
Thomas D. Donohue
|
| |
2021
|
| |
40,260
|
| |
$81,237
|
Michael C. Miller
|
| |
2021
|
| |
56,567
|
| |
$120,519
|
David Henderson
|
| |
2021
|
| |
66,046
|
| |
$141,537
|
Jonathan Shar
|
| |
2021
|
| |
21,368
|
| |
$44,121
|
Kanuj Malhotra
|
| |
2021
|
| |
87,108
|
| |
$185,004
|
(1)
|
The amounts in this column are calculated by multiplying the number of shares vested by the closing price of our Common Stock on the date of vesting.
|
Event
|
| |
Michael P.
Huseby
|
| |
Thomas D.
Donohue
|
| |
Michael C.
Miller
|
| |
David
Henderson
|
| |
Jonathan
Shar
|
Involuntary Termination or Voluntary Termination with Good Reason
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash severance payment(2)
|
| |
$4,575,145
|
| |
$984,355
|
| |
$1,010,896
|
| |
$931,363
|
| |
$929,329
|
Accelerated equity-based awards(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
$4,575,145
|
| |
$984,355
|
| |
$1,010,896
|
| |
$931,363
|
| |
$929,329
|
Death
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash severance payment(2)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Accelerated equity-based awards(3)
|
| |
16,318,475
|
| |
4,244,639
|
| |
4,320,701
|
| |
2,227,763
|
| |
3,850,178
|
Health benefits(4)
|
| |
6,866
|
| |
6,866
|
| |
7,377
|
| |
6,866
|
| |
|
Total
|
| |
$16.325,341
|
| |
$4,244,639
|
| |
$4,327,567
|
| |
$2,235,140
|
| |
$3,857,044
|
Disability
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash severance payment(2)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Accelerated equity-based awards(3)
|
| |
16,318,475
|
| |
4,244,639
|
| |
4,320,701
|
| |
2,227,763
|
| |
3,850,178
|
Health benefits(5)
|
| |
12,038
|
| |
—
|
| |
12,038
|
| |
11,789
|
| |
12,038
|
Total
|
| |
$16,330,513
|
| |
$4,244,639
|
| |
$4,332,739
|
| |
$2,239,552
|
| |
$3,862,216
|
Change of Control with Involuntary Termination (without Cause) or Termination with Good Reason
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash severance payment(2)
|
| |
$6,862,717
|
| |
$1,968,710
|
| |
$2,021,793
|
| |
$1,862,726
|
| |
$1,858,659
|
Accelerated equity-based awards(3)
|
| |
16,318,475
|
| |
4,244,639
|
| |
4,320,701
|
| |
2,227,763
|
| |
3,850,178
|
Total
|
| |
$23,181,192
|
| |
$6,213,349
|
| |
$6,342,494
|
| |
$4,090,489
|
| |
$5,708,837
|
(1)
|
The values in this table reflect estimated payments associated with various termination scenarios, assume a stock price of $7.91 (closing price of our Common Stock on May 1, 2021, the last trading day of Fiscal 2021) and include all outstanding grants through the assumed termination date of May 1, 2021. Actual value will vary based on changes in the Company’s Common Stock price. As previously disclosed, Kanuj Malhotra, pursuant to the terms of his resignation letter agreement, received a cash payment in the aggregate amount of $1,141,500.
|
(2)
|
Cash severance is equal to the sum of (i) the NEO’s annual base salary, (ii) the target annual incentive compensation for the fiscal year in which termination takes place and (iii) the aggregate annual cost of benefits, times the named executive officer’s severance multiple as follows: one time (or, in the case of Mr. Huseby, two times) for non-change of control and two times (or, in the case of Mr. Huseby, three times) for change of control.
|
(3)
|
This row represents the value of restricted stock unit awards and performance shares and performance share units at expected vested amounts that would automatically vest upon a termination due to death or disability and the value restricted stock unit awards upon a termination following a change of control. Except as provided below, in the event of a change of control, unless otherwise provided by the applicable award agreement, if the successor company assumes or substitutes for an outstanding equity award such award will continue in accordance with its applicable terms and not be accelerated. Absent a change of control, in the event of involuntary termination, termination for “cause” or resignation for any reason, each restricted stock unit award will be forfeited. In the event of an involuntary termination other than for “cause” within 24 months following a change of control, each restricted stock unit award will immediately vest.
|
(4)
|
Following the termination of employment due to death, the Company provides the NEO’s spouse three months’ of premiums for medical and dental insurance in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).
|
(5)
|
Following the termination of employment due to disability, the Company provides the NEO a seven-month subsidy for premiums for medical and dental insurance in accordance with COBRA.
|
Name
|
| |
Paid in
Cash
|
| |
Number of
Restricted Stock
Units (Number of
Shares)(1)
|
| |
Value
|
| |
Total
Compensation
|
Emily C. Chiu
|
| |
$90,000
|
| |
48,781
|
| |
$117,075
|
| |
$207,075
|
Daniel A. DeMatteo
|
| |
$90,000
|
| |
48,781
|
| |
$117,075
|
| |
$207,075
|
David G. Golden
|
| |
$100,000
|
| |
48,781
|
| |
$117,075
|
| |
$217,075
|
John R. Ryan
|
| |
$117,500
|
| |
48,781
|
| |
$117,075
|
| |
$234,575
|
Jerry Sue Thornton
|
| |
$85,000
|
| |
48,781
|
| |
$117,075
|
| |
$202,075
|
David A. Wilson
|
| |
$105,000
|
| |
48,781
|
| |
$117,075
|
| |
$222,075
|
Lowell W. Robinson
|
| |
$101,936
|
| |
48,781
|
| |
$117,075
|
| |
$219,011
|
Zachary D. Levenick
|
| |
$47,500
|
| |
48,781
|
| |
$117,075
|
| |
$164,575
|
(1)
|
Each of the Directors hold the following unvested restricted units or shares; Chiu – 108,383 RSU; DeMatteo – 140,458 RSU; Golden – 48,781 RS; Ryan – 140,458 RSU; Thornton – 140,458 RSU; Wilson – 140,458 RSU; Robinson – 48,781 RS; Levenick – 48,781 RS.
|
|
| |
Audit Committee
|
|
| |
|
|
| |
David A. Wilson, Chair
Emily C. Chiu
Daniel A. DeMatteo
David G. Golden
Zachary D. Levenick
Lowell W. Robinson
|
•
|
No participant may be granted awards with respect to more than 1.5 million shares in the aggregate. Canceled awards, and awards settled in cash, will continue to be counted towards this limitation.
|
•
|
The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director during any single fiscal year, together with any amounts paid to such Directors for annual and committee retainer fees, during any 12-month period shall not exceed $700,000.
|
•
|
Remaining shares available under the Equity Incentive Plan after the September 2020 equity award grant,
|
•
|
Projected equity granting practices, and
|
•
|
Current and total potential dilution of outstanding awards, remaining available shares, and newly requested shares.
|
i.
|
during any period of 24 consecutive months, a change in the composition of a majority of the Board, as constituted on the first day of such period, that was not supported by a majority of the incumbent directors;
|
ii.
|
the consummation of certain mergers or consolidations of the Company with any other corporation, or the sale of all or substantially all the assets of the Company, following which the Company’s then current stockholders cease to own more than 50% of the combined voting power of the surviving entity; or
|
iii.
|
the acquisition by a third party (other than Mr. Leonard Riggio and his affiliates) of 40% or more of the combined voting power of the then outstanding voting securities of the Company. An award agreement may provide for a different definition of Change of Control than is provided for in the Equity Incentive Plan, any definition of Change of Control set forth in any award agreement will provide that a Change of Control would not occur until consummation or effectiveness of a Change of Control of the Company, rather than upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change of control of the Company.
|
•
|
Incentive Stock Options. A participant will not recognize any taxable income on grant or exercise of an incentive stock option. The exercise of an incentive stock option may, however, result in the imposition of the alternative minimum tax. The Company is not entitled to a deduction on grant or exercise of an incentive stock option unless the participant disposes of the shares within 12 months after exercise.
|
•
|
Other Awards. A participant will not recognize any taxable income on grant of non-statutory stock options, stock appreciation rights, restricted stock units or performance awards. On exercise of non-statutory stock options or stock appreciation rights, on expiration of a restriction period for restricted shares or restricted share units, or on expiration of a performance period for performance awards, the participant will recognize compensation income and the Company may be entitled to a deduction equal to the value of the Common Stock or cash the participant receives (minus, in the case of a non-statutory stock option, the option exercise price paid by the participant).
|
|
| |
[a]
|
| |
[b]
|
| |
[c]
|
Plan category
|
| |
Number of securities
to be issued upon
exercise of
outstanding options,
warrants
and rights(1)
|
| |
Weighted-average
exercise price of
outstanding
options,
warrants and
rights(1)
|
| |
Number of securities
remaining available for
future issuance under
equity
compensation plans
(excluding securities
reflected in column [a])
|
Equity compensation plans approved by stockholders
|
| |
4,132,417
|
| |
$2.20
|
| |
702,461
|
Equity compensation plans not approved by stockholders
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Total
|
| |
4,132,417
|
| |
$2.20
|
| |
702,461
|
(1)
|
Represents shares of Common Stock to be issued upon vesting of outstanding restricted stock units, which shares are issued for no additional consideration.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
|
|
| |
Michael P. Huseby, Chairman of the Board of Directors and Chief Executive Officer
|
|
| |
August 13, 2021
|