Unless otherwise stated, the compensation tables included in this section reflect amounts paid or payable or awards granted to our NEOs by the Company under the Company’s compensation plans and programs during Fiscal
20172019, Fiscal 2020 and Fiscal
2018. For Messrs. Roberts, Brover, and Maloney, all of whom were officers of Barnes & Noble College, an operating subsidiary of Barnes & Noble, Inc., amounts for Fiscal 2016 include payments by Barnes & Noble, Inc. prior to the Company’sspin-off from Barnes & Noble, Inc. on August 2, 2015 (the“Spin-Off”). Following the completion of theSpin-Off, our NEOs received compensation and benefits under our compensation plans and programs.2021.
Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Fiscal Year | | | Salary (1) | | | Stock Awards (2) | | | Non-Equity Incentive Plan Compensation (3) | | | Bonus (4) | | | All Other Compensation (5) | | | Total | |
Michael P. Huseby (7) | | | 2018 | | | $ | 866,923 | | | $ | 3,299,995 | | | $ | 1,320,000 | | | $ | 250,000 | | | $ | 38,425 | | | $ | 5,775,343 | |
Chairman and Chief Executive Officer | | | 2017 | | | $ | 500,000 | | | $ | 1,687,495 | | | $ | 852,000 | | | $ | — | | | $ | 35,194 | | | $ | 3,074,689 | |
| | 2016 | | | $ | 375,000 | | | $ | 1,499,995 | | | $ | — | | | $ | 1,000,000 | | | $ | 32,019 | | | $ | 2,907,014 | |
Barry Brover | | | 2018 | | | $ | 535,000 | | | $ | 749,996 | | | $ | 314,982 | | | $ | — | | | $ | 38,370 | | | $ | 1,638,348 | |
Executive Vice President, Chief Financial Officer | | | 2017 | | | $ | 530,385 | | | $ | 562,498 | | | $ | 289,903 | | | $ | 439,998 | | | $ | 41,752 | | | $ | 1,864,536 | |
| | 2016 | | | $ | 501,923 | | | $ | 378,739 | | | $ | 378,750 | | | $ | 489,998 | | | $ | 41,302 | | | $ | 1,790,712 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kanuj Malhotra (8) | | | 2018 | | | $ | 523,400 | | | $ | 749,996 | | | $ | 591,442 | | | $ | — | | | $ | 7,640 | | | $ | 1,872,478 | |
Executive Vice President, Corporate Development | | | 2017 | | | $ | 523,400 | | | $ | 478,117 | | | $ | 298,600 | | | $ | 527,785 | | | $ | 11,193 | | | $ | 1,839,085 | |
| | 2016 | | | $ | 389,158 | | | $ | 350,397 | | | $ | 366,380 | | | $ | 577,775 | | | $ | 13,566 | | | $ | 1,697,275 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Maloney | | | 2018 | | | $ | 767,000 | | | $ | 1,499,997 | | | $ | 743,032 | | | $ | — | | | $ | 39,333 | | | $ | 3,049,362 | |
Executive Vice President, Operations | | | 2017 | | | $ | 767,000 | | | $ | 1,725,744 | | | $ | 620,791 | | | $ | 377,775 | | | $ | 37,048 | | | $ | 3,528,358 | |
| | 2016 | | | $ | 761,615 | | | $ | 766,995 | | | $ | 934,781 | | | $ | 377,775 | | | $ | 37,136 | | | $ | 2,878,302 | |
Michael C. Miller | | | 2018 | | | $ | 475,000 | | | $ | 349,999 | | | $ | 285,000 | | | $ | — | | | $ | 6,904 | | | $ | 1,116,903 | |
Executive Vice President, Corporate Strategy and General Counsel | | | 2017 | | | $ | 9,135 | | | $ | — | | | $ | — | | | $ | 50,000 | | | $ | — | | | $ | 59,135 | |
| | 2016 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Max J. Roberts (6) | | | 2018 | | | $ | 353,077 | | | $ | — | | | $ | — | | | $ | 562,500 | | | $ | 4,432,083 | | | $ | 5,347,660 | |
Former Chief Executive Officer | | | 2017 | | | $ | 900,000 | | | $ | 3,037,501 | | | $ | 975,375 | | | $ | — | | | $ | 46,183 | | | $ | 4,959,059 | |
| | 2016 | | | $ | 896,154 | | | $ | 1,799,989 | | | $ | 1,350,000 | | | $ | — | | | $ | 46,912 | | | $ | 4,093,055 | |
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 Fiscal 2018. each fiscal year. |
(2)
| This column represents, the aggregatewith respect to Fiscal 2021, cash-settled phantom shares. The grant date fair value of stock awards granted in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively, computed in accordance with Financial Accounting Standards Board of Directors (“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.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 performance in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. |
(4) | This column represents a transition bonus earned in Fiscal 2018 of $562,500 paid to Mr. Roberts; a management transition bonus earned in Fiscal 2018 of $250,000 paid to Mr. Huseby, a signing bonus earned in Fiscal 2017 of $50,000 paid to Mr. Miller; discretionary bonuses earned in Fiscal 2017 of $100,000 and $150,000, and retention payments of $339,998 and $377,785 paid to Messrs. Brover and Malhotra, respectively; discretionary bonuses earned in Fiscal 2016 of $1,000,000, $150,000, and $200,000 paid to Messrs. Huseby, Brover, and Malhotra, respectively; and retention payments paid in Fiscal 2016 of $339,998, $377,775, and $377,775 paid to Messrs. Brover, Malhotra, and Maloney, respectively, in accordance with retention bonus agreements entered into in February 2014 prior to theSpin-Off. fiscal year. |
(5)
| This column represents the value of all other compensation, as detailed in the table below. |
(6)
| Mr. RobertsMalhotra resigned from his positionthe Company, effective as of CEO effective September 19, 2017. November 30, 2020. The phantom shares and stock options reported were forfeited as of that date. |
(7) | Mr. Huseby was appointed as Executive Chairman effective August 2, 2015 and was not an officer of Barnes & Noble College prior to his appointment. Mr. Huseby was appointed to the position of CEO and Chairman of the Board following Mr. Roberts’ resignation, effective September 19, 2017.
|
TABLE OF CONTENTS
Employment Arrangements-General Provisions
Pursuant to their employment
agreements,agreement or letters, the annual base salaries of Messrs. Huseby,
Brover,Donohue, Miller, Henderson and
Maloney,Shar can be no less than $1,100,000,
$505,000,$500,000, and
$767,000,$500,000, respectively, during the terms of their employment.
With respect toEach of Messrs.
BroverHuseby, Donohue, Miller, Henderson and
Maloney, each NEO is eligible for a minimum target annual incentive compensation award of 75%, and 125% of his base salary, respectively. Mr. Huseby is entitled to receive annual bonus compensation as determined by the Compensation Committee. The annual base salary of Mr. Malhotra can be no less than $515,000 during the term of his employment, and he isShar are eligible for a minimum target annual incentive compensation award of not less than
70%150%, 85%, 85% and 85%, and 75%, respectively, of his base salary,
which we subsequently increasedas determined by the Compensation Committee. On April 1, 2020, as a result of the unusual circumstances surrounding the COVID-19 pandemic, Mr. Huseby voluntarily agreed to
100%. Mr. Miller’s initial annuala temporary reduction of his base salary
was $475,000,of 25%, effective April 13, 2020, which continued through September 19, 2020. On September 23, 2020, the Board and
heMr. Huseby agreed to amend Mr. Huseby’s employment agreement to (i) extend the term of the agreement to September 19, 2022; (ii) reduce Mr. Huseby’s annual target bonus from 150% to 125% of his base salary; and (iii) use Mr. Huseby’s annual target bonus (rather than average annual bonuses for prior years) where applicable for purposes of calculating severance amounts, which treatment is
eligible for a minimum target annual incentive compensation award of 50% of base salary (which was subsequently increased to 60% in September of 2017).consistent with the employment agreements with the Company’s other executive officers.
The employment agreements or employment letters also provide that the NEO is eligible for grants of equity-based awards under the Barnes & Noble Education, Inc. Equity Incentive Plan. With respect to Messrs.
Brover, Maloney, MalhotraDonohue, Miller, Henderson and
Miller,Shar the amounts of such grants are determined by the Compensation Committee, and with respect to Mr. Huseby, the amount of such equity award shall have an aggregate target value of 300% of his base salary. The employment
agreements provideagreement for
a $1,500 monthly car allowance, with the exception of Messrs. Huseby, Malhotra and Miller. The employment agreements for Messrs. Brover, Maloney andMr. Huseby also
provideprovides for $1,000,000 of life insurance and long-term disability (providing for monthly payments of $12,800) payable during the disability period through the earlier of death or the attainment of age 65. Each of our NEOs is entitled to all other benefits afforded to executive officers and employees of the Company.
Under their respective employment agreements or employment letters with the Company, our NEOs are subject to certain restrictive covenants regarding competition, solicitation, confidentiality and disparagement. TheMr. Huseby’s agreement contains non-competition andnon-solicitation covenants that apply during each of the employment terms of Messrs. Brover, Maloney, and Husebyterm and for thetwo-year period following the termination of employment of employment.
Messrs.
Brover, MaloneyDonohue, Miller and
Huseby.Messr. Malhotra and MillerHenderson are restricted by anon-competition andnon-solicitation covenant during their term of employment and for aone-year period thereafter. The confidentiality andnon-disparagement covenants apply during the term of each respective employment agreementletters of each NEO and at all times thereafter.
Employment Arrangements-Severance and Change of Control Benefits
The
Mr. Huseby’s employment
agreements provideagreement provides that
the employment of Messrs. Huseby, Brover, and Maloneyhe may be terminated by the Company upon death or disability or for “cause”, and by
the NEOMr. Huseby without “good reason”. If
theMr. Huseby’s employment
of Messrs. Brover, Maloney, or Huseby is terminated by the Company upon death, disability or for “cause,” or by the NEO without “good reason”,
the NEOMr. Huseby is entitled to payment of base salary through the date of death, disability or termination of employment.
If the employment of Messrs. Huseby, Brover, MaloneyDonohue, Miller, Henderson or MalhotraShar is terminated by the Company without “cause” or by the NEO for “good reason,” the NEO is entitled, provided he signs a release of claims
against the Company, to alump-sum severance payment equal toone-time (or, in the case of Mr. Huseby, two times) (a) annual base salary,salary; (b) the averagetarget annual incentive compensation paid to him with respect tofor the preceding three completed years,fiscal year in which termination takes place; and (c) the cost of benefits. If the employment of Mr. Miller is terminated by the Company without “cause” or by Mr. Miller for “good reason,” Mr. Miller is entitled, provided he signs a release of claims against the Company, to his annual base salary.
Further, if the employment of any NEO is terminated by the Company without “cause” or by the NEO for “good reason” within two years (or the remainder of his term of employment under his employment agreement, whichever is longer) following a “change of control” of the Company, the NEO is entitled, regardless of whether he signs a release of claims against the Company, to a
lump-sum severance payment equal to two times (or, in the case of Mr. Huseby, three times) (a) annual base
salary,salary; (b) the
averagetarget annual incentive compensation
paid to him with respect tofor the
preceding three completed years,fiscal year in which termination takes place; and (c) the cost of benefits. However, if such severance payments trigger the “golden parachute” excise tax under Sections 280G and 4999 of the Code, the severance benefits for an NEO would be reduced if such reduction would result in a greater
after-tax benefit to him.
Except as 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 will not be accelerated. Under the restricted stock unit award agreements, if the holder were terminated other than for “cause” at any time following a change of control, then the unvested restricted stock units underlying the award would immediately vest.
TABLE OF CONTENTS
Each
non-employee director receives an annual Board of Directors retainer fee of $65,000, paid in quarterly installments. The Lead Director of the Board of Directors receives an additional $25,000 annual retainer. Audit Committee members receive an additional $15,000 annual retainer, and the Chair of the Audit Committee receives an additional $30,000 annual retainer. Compensation Committee members receive an additional $10,000 annual retainer, and the Chair of the Compensation Committee receives an additional $20,000 annual retainer. Corporate Governance and Nominating Committee members receive an additional $10,000 annual retainer, and the Chair of the Corporate Governance and Nominating Committee receives an additional $17,500 annual retainer. All retainer fees are paid quarterly in cash. Directors who are our employees will not receive additional compensation for serving on our Board of Directors or its committees. All directors are also reimbursed for travel, lodging and related expenses incurred in attending Board of Directors meetings. The Company has not increased the compensation paid to directors since the Spin-Off in 2015.
Eachnon-employee director is eligible for equity award grants under the Company’s Equity Incentive Plan. In Fiscal 2018,2021, these awards were in the form of restricted stock units with a grant date value of $120,000approximately $117,000 for eachnon-employee director. Such awards are granted the day following the Annual Meeting at which each individual director is elected by a majority of stockholders voting and vest after one year. Directors have the option to defer receipt of such awards under the Company’s director’s deferral plan.
Director Stock Ownership and Retention Guidelines
In 2016, the Board of Directors adopted Director Stock Ownership and Retention Guidelines, which require each
non-employee director to maintain a minimum stock ownership amount equal to four times the annual cash retainer of $65,000, which currently equals $260,000. Directors have a three-year period following their appointment or election to the Board to achieve the minimum ownership level. Shares beneficially owned by a director and vested shares or units are deemed to be owned for purposes of the ownership guidelines. A director is deemed to have complied with these guidelines once they hold a number of shares sufficient to satisfy the minimum ownership level, regardless of subsequent fluctuations in the market price of the Company’s common stock. Directors are required to retain 100% of
net-after-tax shares earned from the annual equity grants until the then-current minimum ownership level is met and may not sell or otherwise transfer common stock unless he or she has satisfied the then-current minimum ownership level. All of the Company’s directors are in compliance with the current Director Stock Ownership and Retention
Guidelines.Guidelines, other than Mr. Robinson (who joined the Board in July 2020).
Director Compensation Table
| | | | | | | | | | | | | | | | |
Name | | Paid in Cash | | | Number of Restricted Stock Units (Number of Shares) | | | Value | | | Total Compensation | |
Emily C. Chiu (1) | | $ | — | | | | — | | | $ | — | | | $ | — | |
Daniel A. DeMatteo | | $ | 90,000 | | | | 19,704 | | | $ | 119,997 | | | $ | 209,997 | |
David G. Golden | | $ | 100,000 | | | | 19,704 | | | $ | 119,997 | | | $ | 219,997 | |
John R. Ryan | | $ | 117,500 | | | | 19,704 | | | $ | 119,997 | | | $ | 237,497 | |
Jerry Sue Thornton | | $ | 85,000 | | | | 19,704 | | | $ | 119,997 | | | $ | 204,997 | |
David A. Wilson | | $ | 105,000 | | | | 19,704 | | | $ | 119,997 | | | $ | 224,997 | |
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)
| Emily C.Each of the Directors hold the following unvested restricted units or shares; Chiu was appointed to the Board on June 19, 2018, and has not yet been appointed to any Board committees. It is anticipated that Ms. Chiu will be assigned to one or more Board committees assuming her election to the Board at the Company’s 2018 Annual Meeting of Stockholders. – 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. |