Exhibit 99.1
FOR IMMEDIATE RELEASE
Barnes & Noble Education Updates Board of Directors
Three New Independent Directors Appointed as Part of Ongoing Board of Directors Refreshment Effort
Rory Wallace Appointed as Part of Renewed Cooperation Agreement with Outerbridge
BASKING RIDGE, N.J., July 18, 2022 –Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, today announced that it has appointed three new independent directors, Mario Dell’Aera, Jr., Kathryn (“Kate”) Eberle Walker and Denise Warren, to the Company’s Board of Directors (the “Board”), effective immediately. The Company also appointed Rory Wallace, Chief Investment Officer of Outerbridge Capital Management, LLC (“Outerbridge”), to the Board as an independent director as part of its renewed cooperation agreement with Outerbridge. In addition, Lowell W. Robinson and Zachary Levenick have stepped down from the Board, effective immediately.
“The appointments of Mario, Kate and Denise are the culmination of a comprehensive search process and marks significant progress on our commitment to refresh the Board with additional skills, experience and diversity,” said Vice Admiral John R. Ryan, Chairman of the Board, Barnes & Noble Education. “Each of these directors bring significant and highly relevant experience, providing additional financial, operational and industry expertise to enhance the execution of our strategy.”
“On behalf of the Board, I would like to thank Lowell and Zack for their valuable contributions and years of service to the Company,” continued Vice Admiral Ryan. “We have appreciated their insights and contributions throughout their tenure on the Board, especially as we have navigated the challenges of the pandemic over the last two years. We wish them all the best in their future endeavors.”
“We are excited to welcome Mario, Kate, Denise and Rory to the Board,” said Michael P. Huseby, Chief Executive Officer, Barnes & Noble Education. “We believe the addition of these fresh perspectives will help us continue our momentum to drive profitable growth across BNED and extend our leadership in education as we deliver best-in-class solutions for our students, schools and partners and enhance value for our shareholders.”
The Company will present the Board’s recommendation with respect to the election of directors in the Company’s definitive proxy statement and other materials, which will be filed with the U.S. Securities and Exchange Commission and made available to all stockholders eligible to vote at BNED’s 2022 Annual Meeting of Stockholders. Details regarding the 2022 Annual Meeting will be announced in due course.
New Independent Directors
Mario R. Dell’Aera, Jr.
Mario Dell’Aera previously served as Senior Audit Partner and Chief Operating Officer of U.S. Audit Operations at KPMG LLP from 2019 until his retirement in 2021, managing 16 business units encompassing over 9,000 partners and professionals and a $3.0BN operating plan. He brings nearly 40 years of accounting experience serving large, global public and private companies in the information, communications and entertainment industries. From 2012 to 2019, he served as Senior Audit Partner for KPMG’s Financial Services audit practice, comprising banking, capital markets, insurance, asset management and real estate companies. In addition to his deep audit and operational expertise, Mr. Dell’Aera brings a proven track record of leadership, innovation and guiding public companies undergoing strategic transformations and financing transactions.
