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
2017,2020, Fiscal
20182021 and Fiscal
2019.2022.
Summary Compensation Table
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Name and Principal Position | | Fiscal Year | | | Salary (1) | | | Bonus (2) | | | Stock Awards (3) | | | Non-Equity Incentive Plan Compensation (4) | | | All Other Compensation (5) | | | Total | |
Michael P. Huseby | | | 2019 | | | $ | 1,100,000 | | | $ | — | | | $ | 1,858,467 | | | $ | 1,501,500 | | | $ | 36,105 | | | $ | 4,496,072 | |
Chairman and Chief Executive Officer | | | 2018 | | | $ | 866,923 | | | $ | 250,000 | | | $ | 3,299,995 | | | $ | 1,320,000 | | | $ | 38,425 | | | $ | 5,775,343 | |
| | 2017 | | | $ | 500,000 | | | $ | — | | | $ | 1,687,495 | | | $ | 852,000 | | | $ | 35,194 | | | $ | 3,074,689 | |
Barry Brover | | | 2019 | | | $ | 560,962 | | | $ | — | | | $ | 536,310 | | | $ | 462,583 | | | $ | 37,268 | | | $ | 1,597,123 | |
Executive Vice President, Operations; Former Chief Financial Officer | | | 2018 | | | $ | 535,000 | | | $ | — | | | $ | 749,996 | | | $ | 314,982 | | | $ | 38,370 | | | $ | 1,638,348 | |
| | 2017 | | | $ | 530,385 | | | $ | 439,998 | | | $ | 562,498 | | | $ | 289,903 | | | $ | 41,752 | | | $ | 1,864,536 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thomas Donohue | | | 2019 | | | $ | 462,462 | | | $ | — | | | $ | 223,466 | | | $ | 212,333 | | | $ | 13,050 | | | $ | 911,311 | |
Executive Vice President, Chief Financial Officer | | | 2018 | | | $ | 435,000 | | | $ | 50,000 | | | $ | 249,995 | | | $ | 143,550 | | | $ | 6,416 | | | $ | 884,961 | |
| | 2017 | | | $ | 433,462 | | | $ | 132,222 | | | $ | 393,754 | | | $ | 141,810 | | | $ | 10,913 | | | $ | 1,112,161 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kanuj Malhotra | | | 2019 | | | $ | 523,400 | | | $ | — | | | $ | 625,693 | | | $ | 362,716 | | | $ | 12,750 | | | $ | 1,524,559 | |
Executive Vice President, Corporate Development | | | 2018 | | | $ | 523,400 | | | $ | — | | | $ | 749,996 | | | $ | 591,442 | | | $ | 7,640 | | | $ | 1,872,478 | |
| | 2017 | | | $ | 523,400 | | | $ | 527,785 | | | $ | 478,117 | | | $ | 298,600 | | | $ | 11,193 | | | $ | 1,839,095 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Maloney (6) | | | 2019 | | | $ | 767,000 | | | $ | 657,448 | | | $ | 934,073 | | | $ | — | | | $ | 1,876,765 | | | $ | 4,235,286 | |
Former Executive Vice President, Operations | | | 2018 | | | $ | 767,000 | | | $ | — | | | $ | 1,499,997 | | | $ | 743,032 | | | $ | 39,333 | | | $ | 3,049,362 | |
| | 2017 | | | $ | 767,000 | | | $ | 377,775 | | | $ | 1,725,744 | | | $ | 620,791 | | | $ | 37,048 | | | $ | 3,528,358 | |
Michael C. Miller | | | 2019 | | | $ | 496,154 | | | $ | 200,000 | | | $ | 446,927 | | | $ | 273,000 | | | $ | 16,481 | | | $ | 1,432,562 | |
Executive Vice President, Corporate Strategy and General Counsel | | | 2018 | | | $ | 475,000 | | | $ | — | | | $ | 349,999 | | | $ | 285,000 | | | $ | 6,904 | | | $ | 1,116,903 | |
| | 2017 | | | $ | 9,135 | | | $ | 50,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 59,135 | |
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Michael P. Huseby
Chief Executive Officer
| | | 2022 | | | $1,100,000 | | | $— | | | $1,650,002 | | | $1,877,394 | | | $— | | | $38,710 | | | $4,666,106 |
| 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 |
Thomas D. Donohue
Executive Vice President, Chief Financial Officer
| | | 2022 | | | $600,000 | | | $— | | | $600,005 | | | $682,695 | | | $— | | | $8,892 | | | $1,891,592 |
| 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 |
Michael C. Miller
Chief Legal Officer and Executive Vice President, Corporate Development & Affairs, and Secretary
| | | 2022 | | | $600,000 | | | $— | | | $600,005 | | | $682,695 | | | $— | | | $7,970 | | | $1,890,670 |
| 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 |
David W. B. Nenke
Executive Vice President, Consumer Digital and President, Digital Student Solutions
| | | 2022 | | | $550,000 | | | $— | | | $500,008 | | | $568,910 | | | $116,875 | | | $8,720 | | | $1,744,513 |
| 2021 | | | $74,038 | | | $— | | | $303,541 | | | $— | | | $— | | | $200 | | | $377,779 |
| 2020 | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
Jonathan Shar
Executive Vice President, BNED Retail
| | | 2022 | | | $550,000 | | | $— | | | $500,008 | | | $568,910 | | | $— | | | $8,277 | | | $1,627,195 |
| 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 |
(1)
| This column represents base salary earned during each fiscal year 2019. year. |
(2)
| This column represents, a retention bonus paid inwith respect to Fiscal 2019 of $200,0002022 and 2020, RSUs, and with respect to Mr. Miller; management transition bonuses earned in Fiscal 2019 of $657,448 paid to Mr. Maloney and in Fiscal 2018 of $250,000 and $50,000 paid to Messrs. Huseby and Donohue, respectively; a signing bonus earned in Fiscal 2017 of $50,000 to Mr. Miller; discretionary bonuses earned in Fiscal 2017 of $100,000, $132,222 and $150,000, paid to Messrs. Brover, Donohue and Malhotra, respectively; and retention payments earned in Fiscal 2017 of $339,998, $377,785, and $377,775 paid to Messrs. Brover, Malhotra, and Maloney, respectively. |
(3) | This column represents the aggregate2021, cash-settled phantom shares. The grant date fair value of stock awards granted 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. The amounts reported inNEO. |
(3)
| This column represents the Summary Compensation Table for the performance-based awards assume a future payoutdollar value of options granted at the target level and may not represent the amounts that the NEOs will actually realize from the awards. Whether and to what extent an NEO realizes value with respect to these performance-based awards will depend on our actual performance and the NEO’s continued employment. If our performance results in a future payout at the maximum level (150% of target), the aggregate grant dateaverage fair value of the performance-based stock awards granted in 2019 would be as follows: Mr. Huseby-$1,500,018; Mr. Brover-$224,994; Mr. Donohue-$93,750; Mr. Malhotra-$262,504; Mr. Maloney-$391,881; and Mr. Miller-$187,492.price. |
(4)
| This column represents the dollar value of performance-based annual incentive compensation earned for fiscal year. year. |
(5)
| This column represents the value of all other compensation, as detailed in the table below. |
(6) | Mr. Maloney resigned from his position of Executive Vice President, Operations of the Company, effective as of April 27, 2019.
|
All Other Compensation Table
Michael P. Huseby | | | 2022 | | | $13,718 | | | $12,023 | | | $11,769 | | | $1,200 | | | $38,710 |
| 2021 | | | $13,086 | | | $11,985 | | | $— | | | $1,200 | | | $26,271 |
| 2020 | | | $13,086 | | | $11,985 | | | $10,769 | | | $1,200 | | | $37,040 |
Thomas D. Donohue | | | 2022 | | | $— | | | $308 | | | $7,385 | | | $1,200 | | | $8,892 |
| 2021 | | | $— | | | $270 | | | $385 | | | $1,200 | | | $1,855 |
| 2020 | | | $— | | | $270 | | | $11,200 | | | $1,200 | | | $12,670 |
Michael C. Miller | | | 2022 | | | $— | | | $308 | | | $6,462 | | | $1,200 | | | $7,970 |
| 2021 | | | $— | | | $270 | | | $— | | | $1,200 | | | $1,470 |
| 2020 | | | $— | | | $270 | | | $— | | | $1,200 | | | $1,470 |
David W. B. Nenke | | | 2022 | | | $— | | | $308 | | | $7,212 | | | $1,200 | | | $8,720 |
| 2021 | | | $— | | | $— | | | $— | | | $200 | | | $200 |
| 2020 | | | $— | | | $— | | | $— | | | $— | | | $— |
TABLE OF CONTENTS
Effective September 2021, the annual retainer fee for each non-employee director
receives anwas increased from $65,000 to $85,000. The additional annual
retainer paid to the Lead Independent Director of the Board of Directors
retainer fee(until the discontinuance of
$65,000, paid in quarterly installments. The Lead Directorthe role pursuant to the Cooperation Agreement) increased from $35,000 to $55,000. In connection with the separation of the roles of Chief Executive Officer and Chairman of the Board, the Chairman of the Board of Directors receives an additional
$25,000 annual
retainer.retainer of $145,000. 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 theSpin-Off in 2015.
Eachnon-employee director is eligible for equity award grants under the Company’s Equity Incentive Plan. In Fiscal 2019,2022, these awards were in the form of restricted stock units with a grant date value of $120,000approximately $125,000 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 eachnon-employee director to maintain a minimum stock ownership amount equal to four times the annual cash retainer of $65,000,$85,000, which currently equals $260,000.$340,000. 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% ofnet-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. Dell’Aera, Ms. Eberle Walker and Ms. Warren (who joined the Board in July 2022).
TABLE OF CONTENTS
Director Compensation Table
| | | | | | | | | | | | | | | | |
Name | | Paid in Cash | | | Number of Restricted Stock Units (Number of Shares) | | | Value | | | Total Compensation | |
| | | | |
Emily C. Chiu (1) | | $ | 68,833 | | | | 21,506 | | | $ | 120,003 | | | $ | 188,836 | |
| | | | |
Daniel A. DeMatteo | | $ | 90,000 | | | | 21,506 | | | $ | 120,003 | | | $ | 210,003 | |
| | | | |
David G. Golden | | $ | 100,000 | | | | 21,506 | | | $ | 120,003 | | | $ | 220,003 | |
| | | | |
John R. Ryan | | $ | 117,500 | | | | 21,506 | | | $ | 120,003 | | | $ | 237,503 | |
| | | | |
Jerry Sue Thornton | | $ | 85,000 | | | | 21,506 | | | $ | 120,003 | | | $ | 205,003 | |
| | | | |
David A. Wilson | | $ | 105,000 | | | | 21,506 | | | $ | 120,003 | | | $ | 225,003 | |
Emily C. Chiu | | | $100,000 | | | 11,804 | | | $125,004 | | | $225,004 |
Mario R. Dell’Aera, Jr.(3) | | | $— | | | — | | | $— | | | $— |
Daniel A. DeMatteo | | | $100,000 | | | 11,804 | | | $125,004 | | | $225,004 |
Kathryn Eberle Walker(3) | | | $— | | | — | | | $— | | | $— |
David G. Golden | | | $110,000 | | | 11,804 | | | $125,004 | | | $235,004 |
Zachary D. Levenick(2) | | | $100,000 | | | 11,804 | | | $125,004 | | | $225,004 |
Lowell W. Robinson(2) | | | $108,750 | | | 11,804 | | | $125,004 | | | $233,754 |
John R. Ryan | | | $132,500 | | | 11,804 | | | $125,004 | | | $257,504 |
Jerry Sue Thornton | | | $95,000 | | | 11,804 | | | $125,004 | | | $220,004 |
Rory Wallace(3) | | | $— | | | — | | | $— | | | $— |
Denise Warren(3) | | | $— | | | — | | | $— | | | $— |
(1)
| Ms.Each of the Directors hold the following unvested restricted units or shares; Chiu was appointed– 120,187 RSU; DeMatteo – 152,262 RSU; Golden – 11,804 RS; Ryan – 152,262 RSU; Thornton – 152,262 RSU; Robinson – 11,804 RS; Levenick – 11,804 RS.
|
(2)
| Resigned from the Board of Directors effective July 15, 2022. |
(3)
| Appointed to the Board of Directors in June 2018, and received Committee assignments in September 2018.effective July 15, 2022. |