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
2018,2020, Fiscal
20192021 and Fiscal
2020.2022.
Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 (6) | | | 2020 | | | $ | 1,089,423 | | | $ | — | | | $ | 1,979,996 | | | $ | 247,500 | | | $ | 37,040 | | | $ | 3,353,959 | |
Chairman and Chief Executive Officer | | | 2019 | | | $ | 1,100,000 | | | $ | — | | | $ | 1,858,467 | | | $ | 1,501,500 | | | $ | 36,105 | | | $ | 4,496,072 | |
| | 2018 | | | $ | 866,923 | | | $ | 250,000 | | | $ | 3,299,995 | | | $ | 1,320,000 | | | $ | 38,425 | | | $ | 5,775,343 | |
Thomas D. Donohue | | | 2020 | | | $ | 500,000 | | | $ | — | | | $ | 329,994 | | | $ | 42,500 | | | $ | 12,670 | | | $ | 885,164 | |
Executive Vice President, Chief Financial Officer | | | 2019 | | | $ | 462,462 | | | $ | — | | | $ | 223,466 | | | $ | 212,333 | | | $ | 13,050 | | | $ | 911,311 | |
| | 2018 | | | $ | 435,000 | | | $ | 50,000 | | | $ | 249,995 | | | $ | 143,550 | | | $ | 6,416 | | | $ | 884,961 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Kanuj Malhotra | | | 2020 | | | $ | 523,400 | | | $ | — | | | $ | 389,995 | | | $ | 327,125 | | | $ | 12,670 | | | $ | 1,253,190 | |
Executive Vice President, Corporate Development | | | 2019 | | | $ | 523,400 | | | $ | — | | | $ | 625,693 | | | $ | 362,716 | | | $ | 12,750 | | | $ | 1,524,559 | |
| | 2018 | | | $ | 523,400 | | | $ | — | | | $ | 749,996 | | | $ | 591,442 | | | $ | 7,640 | | | $ | 1,872,478 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Michael C. Miller | | | 2020 | | | $ | 500,000 | | | $ | — | | | $ | 329,994 | | | $ | 42,500 | | | $ | 1,470 | | | $ | 873,964 | |
Chief Legal Officer | | | 2019 | | | $ | 496,154 | | | $ | 200,000 | | | $ | 446,927 | | | $ | 273,000 | | | $ | 16,481 | | | $ | 1,432,562 | |
and Executive Vice | | | 2018 | | | $ | 475,000 | | | $ | — | | | $ | 349,999 | | | $ | 285,000 | | | $ | 6,904 | | | $ | 1,116,903 | |
President, Corporate Affairs | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Barry Brover (7) | | | 2020 | | | $ | 610,000 | | | $ | 445,000 | | | $ | 329,994 | | | $ | 305,000 | | | $ | 23,657 | | | $ | 1,713,651 | |
Executive Vice | | | 2019 | | | $ | 560,962 | | | $ | — | | | $ | 536,310 | | | $ | 462,583 | | | $ | 37,268 | | | $ | 1,597,123 | |
President, Operations; Executive Vice President, Barnes & Noble College | | | 2018 | | | $ | 535,000 | | | $ | — | | | $ | 749,996 | | | $ | 314,982 | | | $ | 38,370 | | | $ | 1,638,348 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
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. |
(2)
| This column represents, a cash transition payment paid inwith respect to Fiscal 2022 and 2020, of $445,000RSUs, and with respect to Mr. Brover; a retention bonus paid in Fiscal 2019 of $200,000 to Mr. Miller; and management transition bonuses paid in Fiscal 2018 of $250,000 and $50,000 to Messrs. Huseby and Donohue, respectively. See “Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table – Resignation Letter with Mr. Brover” for a description of the cash transition payment. |
(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 in
|
(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 2020 would be as follows: Mr. Huseby-$1,484,997; Mr. Brover-$247,496; Mr. Donohue-$247,496; Mr. Malhotra-$292,496; and Mr. Miller-$247,496.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) | On April 1, 2020, as a result of the unusual circumstances surrounding the COVID-19 epidemic, Mr. Huseby voluntarily agreed to a temporary reduction of his base salary of 25%, effective April 13, 2020, which will continue through September 19, 2020.
|
(7) | Mr. Brover resigned from his position of Executive Vice President, Operations of the Company and Executive Vice President of Barnes & Noble College, effective as of May 2, 2020.
|
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
| | | | | | | | | | | | | | | | | | | | |
Event | | Michael P. Huseby | | | Thomas D. Donohue | | | Kanuj Malhotra | | | Michael C. Miller | | | Barry Brover | |
Involuntary Termination or Voluntary Termination with Good Reason | | | | | | | | | | | | | | | | | | | | |
Cash severance payment (2) | | $ | 4,540,549 | | | $ | 937,670 | | | $ | 1,086,371 | | | $ | 953,371 | | | $ | — | |
Accelerated equity-based awards (3) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,540,549 | | | $ | 937,670 | | | $ | 1,086,371 | | | $ | 953,371 | | | $ | — | |
Death | | | | | | | | | | | | | | | | | | | | |
Cash severance payment (2) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Accelerated equity -based awards (3) | | | 1,838,284 | | | | 250,928 | | | | 420,558 | | | | 313,836 | | | | — | |
Health benefits (4) | | | 6,692 | | | | 0 | | | | 6,692 | | | | 6,692 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,844,976 | | | $ | 250,928 | | | $ | 427,250 | | | $ | 320,528 | | | $ | — | |
Disability | | | | | | | | | | | | | | | | | | | | |
Cash severance payment (2) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Accelerated equity -based awards (3) | | | 1,838,284 | | | | 250,928 | | | | 420,558 | | | | 313,836 | | | | — | |
Health benefits (5) | | | 12,023 | | | | — | | | | 12,023 | | | | 12,023 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,850,307 | | | $ | 250,928 | | | $ | 432,581 | | | $ | 325,859 | | | $ | — | |
Change of Control with Involuntary Termination (without Cause) or Termination with Good Reason
| | | | | | | | | | | | | | | |
Cash severance payment(2) | | | $7,627,026 | | | $1,982,786 | | | $2,038,204 | | | $1,818,690 | | | $1,875,068 |
Accelerated equity-based awards(3) | | | 5,241,991 | | | 1,546,977 | | | 1,546,977 | | | 497,359 | | | 1,367,897 |
Total | | | $12,869,017 | | | $3,529,763 | | | $3,585,181 | | | $2,316,049 | | | $3,242,965 |
| | | | | | | | | | | | | | | | | | | | |
Event | | Michael P. Huseby | | | Thomas D. Donohue | | | Kanuj Malhotra | | | Michael C. Miller | | | Barry Brover | |
Change of Control with Involuntary Termination (without Cause) or Termination with Good Reason | | | | | | | | | | | | | | | | | | | | |
Cash severance payment (2) | | $ | 6,810,824 | | | $ | 1,875,340 | | | $ | 2,172,742 | | | $ | 1,906,742 | | | $ | — | |
Accelerated equity- based awards (3) | | | 1,838,284 | | | | 250,928 | | | | 420,558 | | | | 313,836 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 8,649,108 | | | $ | 2,126,268 | | | $ | 2,593,300 | | | $ | 2,220,578 | | | $ | — | |
(1)
| The values in this table reflect estimated payments associated with various termination scenarios, assume a stock price of $1.69$3.04 (closing price of our Common Stock on May 1, 2020,April 29, 2022, the last trading day of Fiscal 2020)2022) and include all outstanding grants through the assumed termination date of May 1, 2020.April 30, 2022. Actual value will vary based on changes in the Company’s Common Stock price. As previously disclosed, Barry Brover, pursuant to the terms of his resignation letter agreement, received a cash payment in the aggregate amount of $1,995,000 |
(2)
| Cash severance is equal to the sum of (i) the NEO’s annual base salary, (ii) with respect to Mr. Huseby, the average of annual incentive compensation actually paid to the NEO with respect to the three completed years preceding the date of termination, and with respect to Messrs. Brover, Donohue, Malhotra and Miller, the target annual incentive compensation for the fiscal year in which termination takes place except for Mr. Nenke 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’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. |
For the table above, the amount of potential payments to our NEOs other than Mr. Brover, in the event of a termination of their employment in connection with a change of control was calculated assuming that a change of control occurred on the last business day of Fiscal 2020 (May 2, 2020)2022 (April 29, 2022), each NEO’s employment terminated on that date due to involuntary termination without “cause” or for “good reason” and the successor company did not assume the NEO’s equity awards. Mr. Brover’s employment was terminated effective May 2, 2020, and, in connection with that termination, he was paid the amounts described under “Resignation Letter Agreement with Mr. Brover.”
For a summary of the provisions of the employment agreements with our NEOs that were effective as of May 2, 2020April 30, 2022 and the outstanding equity awards that were held by our NEOs as of May 2, 2020,April 30, 2022, and therefore affect the amounts set forth in the table above in the event of involuntary termination without “cause” or for “good reason” or a “change of control”,control,” see the discussions in the “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table-Employment Arrangements-General Provisions” and “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table-Employment Arrangements-Severance and Change of Control Benefits” sections of this Proxy Statement.
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 the Spin-Off in 2015.
Each
non-employee director is eligible for equity award grants under the Company’s Equity Incentive Plan. In Fiscal
2020,2022, these awards were in the form of restricted stock units with a grant date value of
$120,000approximately $125,000 for each
non-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,$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% 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, other than Mr. Robinson, who recentlyDell’Aera, Ms. Eberle Walker and Ms. Warren (who joined the Board.Board in July 2022).
Director Compensation Table
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)
| Each of the Directors hold the following unvested restricted units or shares; Chiu – 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 effective July 15, 2022. |
TABLE OF CONTENTS
| | | | | | | | | | | | | | | | |
Name | | Paid in Cash | | | Number of Restricted Stock Units (Number of Shares) | | | Value | | | Total Compensation | |
| | | | |
Emily C. Chiu | | $ | 68,833 | | | | 38,096 | | | $ | 120,002 | | | $ | 188,835 | |
| | | | |
Daniel A. DeMatteo | | $ | 90,000 | | | | 38,096 | | | $ | 120,002 | | | $ | 210,002 | |
| | | | |
David G. Golden | | $ | 100,000 | | | | 38,096 | | | $ | 120,002 | | | $ | 220,002 | |
| | | | |
John R. Ryan | | $ | 117,500 | | | | 38,096 | | | $ | 120,002 | | | $ | 237,502 | |
| | | | |
Jerry Sue Thornton | | $ | 85,000 | | | | 38,096 | | | $ | 120,002 | | | $ | 205,002 | |
| | | | |
David A. Wilson | | $ | 105,000 | | | | 38,096 | | | $ | 120,002 | | | $ | 225,002 | |
| | | | |
Lowell W. Robinson | | $ | 56,667 | | | | — | | | $ | — | | | $ | 56,667 | |
Mr. Robinson was appointed to the board on July 20, 2020 and also appointed to the Audit Committee effective immediately, and the Compensation Committee agreed to pay Mr. Robinson in advance for his pro rata July 2020 and August 2020 through October 2020 quarterly payments for an aggregate of $56,667, including an upfront cash payment of $30,000 due to the Company’s inability to grant equity during the pendency of the Company’s strategic review process and as compensation for his efforts associated with such process following his election to the Board. In connection with his service on the Board, Mr. Robinson is entitled to receive the compensation and equity awards applicable to all of the Company’s non-employee directors. Accordingly, Mr. Robinson is entitled to an annual retainer fee of $65,000, payable in quarterly installments, and equity awards with a target value of $120,000 per year. Mr. Robinson is also eligible to receive incremental annual retainer fees for service on one or more of the Board’s committees. The Company entered into a standard form of indemnification agreement with Mr. Robinson.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policy and Procedures Governing Related Person Transactions
Our Audit Committee of the Board
of Directors of Directors utilizes procedures in evaluating the terms and provisions of proposed related party transactions or agreements in accordance with the fiduciary duties of directors under Delaware law. Our related party transaction procedures contemplate Audit Committee review and approval of all new agreements, transactions or courses of dealing with related parties, including any modifications, waivers or amendments to existing related party transactions. We conduct tests to ensure that the terms of related party transactions are at least as favorable to us as could have been obtained from unrelated parties at the time of the transaction. The Audit Committee considers, at a minimum, the nature of the relationship between us and the related party, the history of the transaction (in the case of modifications, waivers or amendments), the terms of the proposed transaction, our rationale for entering into the transaction and the terms of comparable transactions with unrelated third parties. In addition, management and internal audit annually analyze all existing related party agreements and transactions and review them with the Audit Committee.
Related
PartyPerson Transactions
We believe that the transactions and agreements discussed below between us and related third parties are at least as favorable to us as could have been obtained from unrelated parties at the time they were entered into.
MBS Lease. MBS Textbook Exchange, LLC (“MBS”), which was majority-ownedmajority owned by Leonard Riggio (“Mr. Riggio”), a principal owner holding substantial shares of our common stock, was acquired in February 2017, and is now a wholly-owned subsidiary of the Company. MBS leases its main warehouse and distribution facility located in Columbia, Missouri from MBS Realty Partners, L.P., which is majority-owned by Mr. Riggio, with the remaining ownership by other sellers of MBS. The lease was originally entered into in 1991 and included a renewal option that extended the lease term through September 1, 2023. Based upon a valuation performed as of the acquisition date, the lease was determined to be favorable from a lessee perspective with below market rent. Rental payments to MBS Realty Partners L.P. were approximately $1.4 million in both Fiscal 20202022 and Fiscal 2019.
2021.Independent Registered Public Accountants
The Audit Committee has retained Ernst & Young LLP (“E&Y”) as the Company’s independent auditor for Fiscal
2021.2023. E&Y served as our independent auditors for Fiscal
20202022 and has served as the independent auditor for the Company since 2015. E&Y, as the independent registered public accountants, examine annual financial statements and provide
tax-related services for the Company.
Audit Fees.
For Fiscal 20202022 and Fiscal 2019,2021, the Company was billed $2,033,094$2,211,485 and $2,029,763,$1,998,449, respectively, by E&Y for audit services, including (a) the annual audit (including quarterly reviews) and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements, (b) the audit of the effectiveness of the Company’s internal control over financial reporting, (c) consultation with management as to the accounting or disclosure treatment of transactions or events, (d) international statutory audits, and (e) services that only the independent auditor reasonably can provide, such as services associated with SEC registration statements, periodic reports and other documents filed with the SEC and review of draft responses to SEC comment letters.
Audit-Related Fees
. For each of Fiscal 20202022 and Fiscal 2019,2021, the Company was billed $33,300$37,000 and $41,700,$33,300, respectively, by E&Y for sales audits.
Tax Fees.
For Fiscal 20202022 and Fiscal 2019,2021, the Company was billed $1,500$1,625 and $20,700,$23,247, respectively, by E&Y for services related to consultation on tax matters.
The Audit Committee assists the Board of Directors with its oversight responsibilities regarding the Company’s financial reporting process. The Company’s management is responsible for the preparation, presentation and integrity of the Company’s financial statements and the reporting process, including the Company’s accounting policies, internal audit function, internal control over financial reporting and disclosure controls and procedures. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.