DEF 14A of Barnes & Noble Education, Inc., Feb 3, 2026

DEF 14A of Barnes & Noble Education, Inc.

Filed Feb 3, 2026 · FY20250001140361-26-003440

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS

  2. Introduction

    Introduction The Company strives to maintain a Board with broad and diverse experience and judgment. Diversity is considered in a broad sense, including, among other attributes, leadership, experience, skills, perspectives, gender, ethnicity and geography. The grid below summarizes the key qualifications, skills and attributes each of our directors possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a checkmark does not mean the director does not possess that qualification or skill; rather a checkmark indicates a specific area of focus or expertise on which the Board relies most heavily. In addition, more than 50% of our directors are women or racial or ethnic minorities. Our director nominees exhibit high integrity, innovative thinking, a proven record of success, and knowledge of corporate governance. The director nominees bring a balance of important skills to our boardroom.

  3. Introduction

    | Skills and Attributes | Hoffman | Madnani | Martin | Singer | Walker | Warren | | Academia / Education | ✔ | | | | ✔ | | | Accounting, Internal Control Risk Management | | ✔ | ✔ | ✔ | ✔ | ✔ | | Business Head / Executive | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Business Operations | ✔ | | ✔ | ✔ | ✔ | ✔ | | CEO and Executive | | ✔ | ✔ | ✔ | ✔ | ✔ | | Commercial Business | ✔ | | ✔ | ✔ | ✔ | ✔ | | Corporate Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Customer Engagement / Marketing | ✔ | | ✔ | ✔ | ✔ | ✔ | | Data Analytics | ✔ | ✔ | ✔ | | | ✔ | | Defense Industry or Military | | | ✔ | | ✔ | | | Digital / e-Commerce | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Digital Experience | ✔ | | ✔ | | ✔ | ✔ | | Financial Expertise and Literacy | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financing and Investments | ✔ | ✔ | ✔ | ✔ | ✔ | | | Government / Public Policy | | | | | ✔ | | | 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 | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |

  4. Information Concerning the Directors and the Board of Directors’ Nominees

    Information Concerning the Directors and the Board of Directors’ Nominees Background information with respect to the Board of Directors’ nominees for election as directors as of January 15, 2026 appears below. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding such persons’ holdings of equity securities of the Company.

  5. Information Concerning the Directors and the Board of Directors’ Nominees

    | Name | Age | Director Since | Position | | Nominees for Election at the Annual Meeting | | | | | Emily S. Hoffman* | 48 | 2024 | Current Director, Chair of the Corporate Governance and Nominating Committee, Member of the Compensation Committee, and Director Nominee | | Sean Vijay Madnani* | 47 | 2024 | Current Director, Chair of the Audit Committee, Member of the Compensation Committee and the Corporate Governance and Nominating Committee, and Director Nominee | | William C. Martin | 48 | 2024 | Chairman of the Board, Member of the Strategy and Operational Review Committee, and Director Nominee | | Eric B. Singer | 52 | 2024 | Current Director, Chair of the Strategy and Operational Review Committee, and Director Nominee | | Kathryn (“Kate”) Eberle Walker* | 49 | 2022 | Current Director, Member of the Audit Committee, and Director Nominee | | Denise Warren* | 62 | 2022 | Current Director, Member of the Audit Committee, and Director Nominee |

  6. Information Concerning the Directors and the Board of Directors’ Nominees

    | * Independent for purposes of the NYSE listing standards. |

  7. Information Concerning the Directors and the Board of Directors’ Nominees

    Nominees for Election as Director The following individuals are nominees for director at the Annual Meeting. The nominees elected at the Annual Meeting will serve for a term ending on the date of the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. The Board of Directors unanimously recommends a vote FOR each of the below nominees for director by telephone or the Internet, following the instructions outlined in this Proxy Statement and on the enclosed proxy card. Emily S. Hoffman was appointed as a director in June 2024. Ms. Hoffman has served as a member of the board of directors of Immersion Corporation since 2023. Ms. Hoffman currently serves as Chief Marketing Officer for eCornell, Cornell University’s professional education unit, a role she has held since September 2025. Previously, Ms. Hoffman served as Chief Marketing Officer of SmartPak Equine LLC, an e-commerce retailer and indirect, wholly-owned, subsidiary of Covetrus, Inc., from January 2024 to March 2025. Prior to this, she held U.S. and Global marketing roles at Nestle Health Science from 2017 through 2024. Prior to 2017, Ms. Hoffman held various positions at several multinational companies, including BlackRock, Johnson & Johnson and General Mills. Ms. Hoffman has a track record of driving financial, operational and strategic results across complex B2C and B2B portfolios in highly regulated industries in the U.S. and internationally. Ms. Hoffman has a B.S. in Engineering from Cornell University and an MBA from Harvard Business School. Qualifications, Experience, Attributes and Skills: Ms. Hoffman brings to the Board years of experience delivering financial (P&L), operational, and strategic results across a diverse set of industries including Education, Healthcare, Consumer Products, Food, eCommerce and Financial Services. Ms. Hoffman brings significant management experience leading and expanding businesses both in the U.S. and internationally. Sean Vijay Madnani was appointed as a director in June 2024. Mr. Madnani has served as Founder and Chief Executive Officer of Twist Capital LLC (“Twist Capital”), an investment company, since September 2019. Previously and in connection with his service at Twist Capital, Mr. Madnani served as Chief Executive Officer and Chairman of the board of directors of Twist Investment Corp. (intended to be listed as NYSE: TWIC.U), an unlisted blank check special purpose acquisition company, from February 2021 until its dissolution in December 2022. Prior to founding Twist Capital, Mr. Madnani served as a Senior Advisor at Guggenheim Securities LLC, a registered broker-dealer and subsidiary of Guggenheim Partners LLC, from September 2019 to March 2020, and a Senior Managing Director, from June 2015 to August 2019. Prior to that, Mr. Madnani served in a number of senior roles at Blackstone Inc. (NYSE: BX), an alternative investment management company, from July 2005 to June 2015, including most recently as Senior Managing Director, Partner, and Head of Technology M&A for the Western United States and Asia-Pacific. Earlier in his career, Mr. Madnani served as an investment banker at Lazard Inc. (NYSE: LAZ), a global financial advisory and asset management firm, from July 2000 to May 2005. Mr. Madnani started his career as a software developer within the cooperative education program at International Business Machines Corporation (NYSE: IBM). Mr. Madnani holds a Bachelor of Arts in Economics, with a minor in Business Administration from the University of California at Berkeley. Mr. Madnani has been a member of the board of trustees for the non-profit organization Hollywood Schoolhouse Inc. since October 2021. Mr. Madnani previously served as an observer on the boards of directors of Blackboxstocks, Inc. (Nasdaq: BLBX), a SaaS financial analytics company, from May 2022 to June 2022 and On the Fly Inc. (d/b/a Wingtip), an e-commerce retailer for men’s clothing and apparel, from November 2014 to June 2022. In addition, Mr. Madnani previously served on the boards of directors for the Los Angeles Opera Company from April 2018 through March 2021, and The Wang Center for the Performing Arts Inc. from September 2012 through May 2016. Moreover, Mr. Madnani served as a member of the campaign steering committee for Rady Children’s Hospital-San Diego from October 2019 until December 2024. Qualifications, Experience, Attributes and Skills: Mr. Madnani’s extensive experience serving as a senior executive in the financial industry, with a focus on the technology sector, coupled with his significant investment and financial accounting expertise, including extensive merger and acquisition experience, makes him well-qualified to serve on the Board. William C. Martin was appointed as Chairman of the Board in June 2024. Mr. Martin joined Immersion Corporation’s board of directors in August 2019 and has served as its Chief Strategy Officer since December 2021. Mr. Martin has extensive experience as a board member, investor, and entrepreneur. He previously ran a private investment fund for Raging Capital Management from 2006 to 2020 that is currently being wound down. As an entrepreneur, he co-founded a number of financial information companies, including Raging Bull in 1997 and InsiderScore in 2004. Mr. Martin has served on numerous public company boards, including nine years on the board of Bankrate, Inc., a consumer finance company, which was acquired in 2009; the board of Salary.com, Inc., a compensation data and software company, which was acquired in 2010; and the board of Vitesse Semiconductor Corp., a semiconductor company, which was acquired in 2015. Mr. Martin also manages his personal family office, Raging Capital Ventures. Qualifications, Experience, Attributes and Skills: Mr. Martin’s extensive experience and successful track record as an investor, entrepreneur and public company director enables him to provide the Board and management with valuable perspectives on our operations, capital allocation strategies and other corporate strategies to maximize stockholder value. Mr. Martin also has a long track record of investing in publicly traded companies and actively engaging in certain investments. As a result, Mr. Martin brings the perspective of a stockholder to the Board that is critical in creating and implementing strategies that increase stockholder value. Eric B. Singer was appointed as a director in June 2024. Mr. Singer has served as a member of the board of directors of Immersion Corporation since March 2020, as Immersion Corporation’s Executive Chairman from August 2020 to January 2023, and as Immersion Corporation’s Chairman of the board of directors since January 2023. Since December 2023, Mr. Singer has served as a director of Universal Electronics, a global leader in wireless universal

  8. Information Concerning the Directors and the Board of Directors’ Nominees

    control solutions for home entertainment and smart home devices. Since July 2019, Mr. Singer has served as a director of A10 Networks, Inc. (NYSE: ATEN), an application controller and firewall cloud security company, and has served as its lead independent director since September 2021. Mr. Singer was a founder and Managing Member of VIEX Capital Advisors, a securities investment firm. In addition to a long track record as a successful investor in technology companies, Mr. Singer has substantial experience serving on public boards and assisting them in creating and expanding stockholder value. Mr. Singer previously served on the boards of directors of Quantum Corporation, a video data storage and management company, Numerex Corp., a provider of managed machine-to-machine enterprise solutions enabling the Internet of Things, RhythmOne plc and YuMe, Inc., each a provider of brand video advertising software and audience data, Support.com, Inc., a provider of tech support and support center services, Meru Networks, Inc., a Wi-Fi network solutions company, PLX Technology, Inc., a PCI Express and ethernet semiconductor company, and Sigma Designs, Inc., an integrated circuit provider for the home entertainment market, among other companies. Mr. Singer has a B.A. from Brandeis University. Qualifications, Experience, Attributes and Skills: Mr. Singer has specific attributes that qualify him to serve as a member of the Board, including his extensive financial and operating experience and knowledge of the technology industry gained through his service on numerous public company boards. Mr. Singer also has a long track record of investing in publicly traded companies and actively engaging with certain investments. As a result, Mr. Singer brings the perspective of a stockholder to the Board that is critical in creating and implementing strategies that increase stockholder value. Kathryn (“Kate”) Eberle Walker has served as a director since July 2022. Since 2019, Ms. Walker has been the Chief Executive Officer and Board Chair of Presence Learning Inc., a provider of special education teletherapy solutions. From 2015 to 2017, she served as Chief Executive Officer of The Princeton Review and Tutor.com, and its Chief Financial Officer and Chief Strategy Officer from 2014 to 2015. Ms. Walker managed mergers and acquisitions, strategy and investments for Kaplan, Inc. from 2006 to 2014. Ms. Walker began her career in investment banking at Goldman Sachs. She currently serves as a Director of Prospect Schools, and as a Trustee of the International School of Brooklyn. Ms. Walker previously served on the Board of Directors of Rosetta Stone from 2019 until the company’s acquisition by Cambium Learning Group Inc. in 2020, and on the Board of Directors of Babbel, Inc. from 2021 to 2024. She holds an MBA from Harvard Business School. Qualifications, Experience, Attributes and Skills. Ms. Walker has over 20 years of experience leading education organizations and brings extensive board service with companies in the education industry. Ms. Walker’s experience also allows her to bring to the Board of Directors skills in diversity, equity and inclusion, management strategy, transactions, finance, leadership, change management and education technology. Denise Warren has served as a director since July 2022. Since 2016, she has also served as the Founder and Chief Executive Officer of Netlyst, LLC, a consulting and advisory firm that focuses on digital business growth and scaling consumer and enterprise recurring revenue streams. Prior to founding Netlyst, Ms. Warren served as the President of Digital and Chief Executive Officer of East Coast Publishing for Tribune Publishing from 2015 to 2016. For more than 25 years, she served in numerous capacities at The New York Times Company including as Executive Vice President of Digital Products and Services; General Manager, nytimes.com; Chief Advertising Officer; Senior Vice President of Strategic Planning; and Director of Marketing. Ms. Warren currently serves as an independent Director and member of the audit committee of Taylor Morrison Home Corporation (NYSE: TMHC), and as an independent director on the board of directors of Naviga, a Vista Equity partners backed software technology company, and McClatchy Media, a private news media, magazine, marketing and distribution company. She previously served as a Director and Chair of the Nominating and Governance Committee of Monotype Imaging Holdings Inc., a publicly traded provider of design assets, technology and expertise, and as a Director and member of the audit committee of Electronic Arts Inc. (Nasdaq: EA), a publicly traded digital interactive entertainment company. Ms. Warren holds a B.S. in management from Tulane University and an M.B.A. in communications and media management from Fordham University. Qualifications, Experience, Attributes and Skills. Ms. Warren’s long experience in operating profitable recurring revenue businesses and driving transformative change in digital operations, consumer marketing, sales and product development at the strategic, operational and financial levels of digital marketing, business operations and corporate governance make her well qualified to serve on the Board of Directors.

  9. Meetings and Committees of the Board of Directors

    | • | setting and reviewing director compensation; |

  10. Certain Board of Directors’ Policies and Practices

    Certain Board of Directors’ Policies and Practices Corporate Governance Guidelines and Code of Business Conduct and Ethics The Board of Directors has adopted Corporate Governance Guidelines applicable to the members of the Board of Directors, which, among other things, sets forth our definition for an “independent director.” The Board of Directors has also adopted a Code of Business Conduct and Ethics applicable to the Company’s employees, directors, agents and representatives, including consultants. The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on the Company’s website at www.bned.com. Copies of the Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available in print to any stockholder who requests them in writing to the Company’s Corporate Secretary, Barnes & Noble Education, Inc., 180 Park Avenue, Suite 301, Florham Park, New Jersey 07932. Board of Directors Leadership Structure The roles of CEO and Chairman of the Board are currently separately held by Mr. Jonathan Shar and Mr. William C. Martin, respectively. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEO, sets the agenda for Board meetings and presides over meetings of the full Board and executive sessions of non-management and independent directors. This separation of the roles of the Chairman of the Board and the CEO allows for greater oversight of the Company by the Board. The Board has determined that our Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company, and the skills and experience of Mr. Shar and Mr. Martin. In accordance with the Corporate Governance Guidelines, non-management directors meet in executive sessions at every Board of Directors meeting. Independent directors also meet at least once a year in an executive session of only independent directors. Currently, all of the non-management directors are independent directors. Outside Board Service Directors may not serve on the boards of more than four other publicly traded companies in addition to the Company’s Board, which does not include service on the boards of subsidiary companies, non-profit organizations and non-public for-profit organizations. In addition, we understand that the policy of ISS Proxy Advisory Services (“ISS”) is to recommend a “Withhold” vote for directors who serve on more than three public boards, while also serving as a CEO of a publicly traded company, which ISS refers to as being “overboarded.” We understand that ISS policy allows for an exception to its CEO-related “overboarded” rule when a director’s service on a board is integral to their duties as CEO. Mr. Singer serves on the board of Immersion Corporation (Immersion), where Mr. Singer is also CEO. In addition to Mr. Singer’s service on Immersion’s board and on the Company’s Board, he serves on the board of two other publicly traded companies, A10 Networks, Inc. (A10) and Universal Electronics Inc. (UEI). We believe Mr. Singer falls within the ISS exception to its CEO-related “overboarded” policy, because Mr. Singer’s service on the Company’s Board, UEI’s board and Immersion’s board is directly tied to his CEO responsibilities at Immersion. Immersion is the largest shareholder of both the Company and UEI, and it holds a material financial interest in those companies relative to Immersion’s balance sheet. Specifically, with respect to the Company, Immersion owns approximately 32.9% of the outstanding shares of BNED and is required to consolidate its financial results with the Company. Mr. Singer’s role as a director of the Company is therefore essential to providing oversight of a business, the performance of which has a direct and material impact on Immersion’s financial results. Similarly, Immersion owns approximately 11.9% of UEI’s outstanding shares, making Mr. Singer’s board role at UEI equally critical. In both cases, Mr. Singer’s service on the board of the Company and UEI is not separate from, but rather a key component of, his responsibilities as CEO of Immersion. As such, we believe this is a compelling case for ISS to grant an exception to its “overboarded” policy with respect to Mr. Singer’s board service at the Company, Immersion, A10 and UEI. As a director of the Company, Mr. Singer has been involved in advising management and providing oversight on several operational and corporate matters. By way of example, he has:

  11. Certain Board of Directors’ Policies and Practices

    | • | Worked closely with management to assess corporate strategy and define goals, helping to ensure alignment with shareholder interests. |

  12. Certain Board of Directors’ Policies and Practices

    | • | Provided guidance to management to help shape and refine the Company’s corporate strategy, supporting effective execution while facing a significant need to implement operating discipline to support the necessary strengthening of the Company’s balance sheet. |

  13. Certain Board of Directors’ Policies and Practices

    Mr. Singer has maintained perfect attendance at all meetings of the Company’s Board and the committees upon which he serves, and he continues to dedicate significant time to the Company, well beyond what is typically expected of a non-executive director. When considering whether to recommend the nomination of Mr. Singer to the Company’s Board, the Nominating and Corporate Governance Committee and the Board took all of this into account and evaluated the factors discussed above. On behalf of the Board, we respectfully request your support by voting “FOR” each of our director nominees, including Mr. Singer. Risk Oversight The Board of Directors’ primary function is one of oversight. In connection with its oversight function, the Board of Directors oversees the Company’s policies and procedures for managing risk. The Board of Directors administers its risk oversight function primarily through its Committees. Board of Directors Committees have assumed oversight of various risks that have been identified through the Company’s enterprise risk assessment. The Audit Committee reviews the Company’s risk assessment and risk management policies, and the Audit Committee reports to the Board of Directors on the Company’s enterprise risk assessment. The Compensation Committee oversees compensation risk through its review of compensation practices and assessment of the potential impact of those practices on risk-taking. Our Board of Directors, Audit Committee and Legal team oversee the cybersecurity processes of identifying and mitigating cybersecurity risks. Reporting directly to our Chief Information Officer, our Chief Information Security Officer (“CISO”) leads the charge, ensuring that our cybersecurity posture remains robust and adaptive. Through quarterly updates to the Audit Committee and periodic briefings to the Board of Directors, senior management keeps governance structures informed and aligned with our evolving cybersecurity landscape. Communications between Stockholders and the Board of Directors Stockholders and other interested persons seeking to communicate with the Board of Directors should submit any communications in writing to the Company’s Corporate Secretary, Barnes & Noble Education, Inc., 180 Park Avenue, Suite 301, Florham Park, New Jersey 07932. Any such communication must state the number of shares beneficially owned by the stockholder making the communication. The Company’s Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors (including the non-management directors as a group) to whom the communication is directed. Attendance at Annual Meetings All Board of Directors members are expected to attend the Company’s annual meetings of stockholders and be available to address questions or concerns raised by stockholders. All of the Board of Directors members then serving attended the 2024 Annual Meeting of Stockholders.

  14. What we do

    | ✔ | Tie a majority of executive officer pay to performance-based cash and equity incentives; |

  15. What we do

    | ✔ | Align annual incentive payouts to individual and company-based performance goals; |

  16. What we do

    | ✔ | Vest equity awards to named executive officers over a three-year period and only if performance metrics are attained; |

  17. What we don’t do

    | ✗ | Pay current dividends or dividend equivalents on unearned performance shares and unvested restricted stock units; |

  18. Governance Policies

    | • | a balance among short- and long-term incentives; cash and equity-based compensation; and fixed and variable pay; |

  19. Governance Policies

    | • | multiple performance metrics; |

  20. Governance Policies

    | • | limited change-in-control benefits. |

  21. Governance Policies

    The Compensation Committee concluded the Company has a balanced pay-for-performance executive compensation program that does not encourage excessive risk-taking and the Company does not maintain compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. Equity Grant Practices We have not granted stock options since 2022, and we do not make any grants of stock appreciation rights or similar option-like instruments. Although we do not have a formal policy with respect to the timing of our equity award grants, in the recent past, the majority of our equity awards have been granted on an annual basis in the first quarter of the fiscal year. New hire and ad hoc grants may be granted throughout the year. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. Tax and Accounting Considerations The overriding consideration when evaluating the pay level or design component of any portion of our executives’ compensation is the effectiveness of the pay component and the stockholder value that management and the Compensation Committee believe the pay component reinforces. In structuring the compensation for our NEOs, our Compensation Committee will review a variety of factors, including the possible tax and accounting consequences applicable to the Company or its executives. In particular, section 162(m) of the Code limits our ability to deduct remuneration paid to our executives exceeding $1 million. However, this is not the driving or most influential factor and the Compensation Committee has approved in the past and specifically reserves the right to pay or approve nondeductible compensation currently and in the future.

  22. Summary Compensation Table

    Summary Compensation Table

  23. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jonathan Shar(7) Chief Executive Officer | 2025 | 571,154 | 200,000 | $3,458,400 | — | | 1,718 | 4,231,272 | | | 2024 | 550,000 | 600,000 | — | — | | 8,097 | 1,158,097 | | | 2023 | 550,000 | 150,000 | 109,261 | 118,477 | | 12,593 | 940,331 | | Jason Snagusky(8) Executive Vice President, Chief Financial Officer | 2025 | 379,808 | — | $793,333 | — | | 1,718 | 1,174,859 | | Christopher Neumann(9) General Counsel and Corporate Secretary | 2025 | 77,885 | — | 670,133 | — | | 304 | 748,322 | | Michael P. Huseby(5) Former Chief Executive Officer | 2025 | 221,941 | | — | — | 440,000 | 1,500,284 | 2,162,225 | | | 2024 | 1,100,000 | 660,000 | — | — | | 27,099 | 1,787,099 | | | 2023 | 1,100,000 | — | 360,556 | 390,970 | | 39,257 | 1,890,783 | | Michael C. Miller(10) Former Chief Legal Officer and Executive Vice President, Corporate Development & Affairs, and Secretary | 2025 | 289,872 | — | — | — | | 510,732 | 800,604 | | | 2024 | 600,000 | 600,000 | — | — | | 4,574 | 1,204,574 | | | 2023 | 600,000 | 150,000 | 131,112 | 142,172 | | 11,485 | 1,034,769 |

  24. Summary Compensation Table

    | (1) This column represents base salary earned during each fiscal year. Fiscal year 2025 includes 27 bi-weekly payrolls instead of the usual 26 bi-weekly payrolls. |

  25. Summary Compensation Table

    | (2) Amounts reported under this column represent discretionary cash bonuses for Fiscal 2025 for Mr. Shar, and retention and incentive bonus awards earned and paid during fiscal 2024. |

  26. Summary Compensation Table

    | (3) Amounts reported under the Stock Awards column represent, with respect to Fiscal 2023, Restricted Stock Unit (“RSU”) grants and with respect to Fiscal 2025, Performance Share Unit (“PSU”) grants. The grant date fair value of RSU and PSU awards is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 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 do not reflect compensation actually received by the NEO. |

  27. Summary Compensation Table

    | (4) Amounts reported under the Option Awards column represent the grant date fair value of option awards determined pursuant to FASB ASC 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 12 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the applicable fiscal year. These amounts do not reflect compensation actually received by the NEO. |

  28. Summary Compensation Table

    | (5) Mr. Huseby received a performance bonus in connection with the approval of certain equity financing and debt restructuring transactions and achievement of second quarter Fiscal 2024 EBITDA goals. |

  29. Summary Compensation Table

    | (6) This column represents the value of all other compensation, as detailed in the table below. |

  30. Summary Compensation Table

    | (7) Mr. Shar was appointed Chief Executive Officer upon the resignation of Mr. Huseby effective June 11, 2024. |

  31. Summary Compensation Table

    | (8) Mr. Snagusky was appointed Chief Financial Officer upon the resignation of Mr. Watson effective January 4, 2025. Mr. Snagusky was not an NEO in Fiscal 2023 or Fiscal 2024 |

  32. Summary Compensation Table

    | (9) Mr. Neumann was appointed General Counsel and Corporate Secretary on March 3, 2025. |

  33. Summary Compensation Table

    | (10) Mr. Miller resigned his position with the Company effective September 23, 2024. |

  34. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes the equity awards the Company made to our NEOs that were outstanding as of the end of Fiscal 2025. In accordance with the applicable SEC disclosure guidance, this table and the accompanying footnotes do not account for any awards that may have been exercised or have vested or been forfeited pursuant to their terms in the ordinary course since the end of Fiscal 2025. Stock Awards

  35. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date | Type of Award | 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) ($) | | Jonathan Shar | 9/20/24 | PSU | 360,000 | $3,729,600 | | | 6/16/22 | RSU | 154 | $1,595 | | Jason Snagusky | 2/21/25 | PSU | 60,000 | $621,600 | | | 9/20/24 | PSU | 20,000 | $207,200 | | | 6/16/22 | RSU | 31 | $321 | | Christopher Neumann | 3/12/25 | PSU | 80,000 | $828,800 |

  36. Outstanding Equity Awards at Fiscal Year End

    | (1) The Fiscal 2025 PSU Awards vest upon achievement of both a service condition and market condition, as described above under the heading “Compensation Overview—Overview of Compensation Program Design—Long-Term Equity Design—Fiscal 2025 PSU Awards”. |

  37. Outstanding Equity Awards at Fiscal Year End

    | (2) Market values have been calculated using the closing price of our Common Stock on May 2, 2025, the last trading day of Fiscal 2025, which was $10.36. |

  38. Outstanding Equity Awards at Fiscal Year End

    Option Awards

  39. Outstanding Equity Awards at Fiscal Year End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(1) | Option Expiration Date | | Jonathan Shar | 1,085 | — | 246 | 9/22/30 | | | 1,085 | — | 500 | 9/22/30 | | | 297 | 99 | 1,080 | 9/23/31 | | | 321 | 107 | 1,330 | 9/23/31 | | | 99 | 297 | 236 | 6/16/32 | | | 107 | 321 | 486 | 6/16/32 |

  40. Outstanding Equity Awards at Fiscal Year End

    | (1) Share numbers and option exercise prices reflect adjustments following the Company’s 1-for-100 reverse stock split effective June 11, 2024. |

  41. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  42. Pay versus Performance

    | Fiscal Year | Summary Compensation Table Total for CEO 1 ($)(1) | Summary Compensation Table Total for CEO 2 ($)(2) | Compensation Actually Paid to CEO 1 ($)(1)(3) | Compensation Actually Paid to CEO 2 ($)(2)(3) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (“NEOs”) ($)(4) | Average Compensation Actually Paid to Non-CEO NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(5) | Net Income ($ thousands) | | 2025 | 2,162,225 | 4,231,272 | 2,111,019 | 4,441,154 | 907,928 | 960,830 | 3.41 | (65,825) | | 2024 | 1,787,099 | — | 895,431 | — | 985,254 | 838,305 | 6.54 | (75,749) | | 2023 | 1,890,783 | — | (134,970) | — | 1,045,680 | 478,125 | 51.32 | (101,862) |

  43. Pay versus Performance

    | (1) Mr. Huseby was the CEO each of Fiscal 2023, 2024, and Fiscal 2025 through June 10th. |

  44. Pay versus Performance

    | (2) Mr. Shar was appointed CEO on June 10, 2024 |

  45. Pay versus Performance

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine Compensation Actually Paid as reported in the Pay versus Performance Table. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of the end of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. |

  46. Pay versus Performance

    | (4) The non-CEO named executive officers include the following individuals in each year: |

  47. Pay versus Performance

    2025: Messrs. Shar, Miller, Snagusky, and Neumann, in each case for the portion of the year in which each such person served as an NEO (and in the case of Mr. Shar for the period in which he was an NEO, but not CEO) 2024: Messrs. Watson, Miller, Shar and Henderson and Ms. Paul 2023: Messrs. Donohue, Miller, Nenke, Shar and Henderson

  48. Pay versus Performance

    | (5) Total Stockholder Return is determined based on the value of an initial fixed investment of $100 on May 1, 2022. |

  49. Pay versus Performance

    The following table outlines the adjustments made to the compensation earned by our CEO and non-CEO NEOs, as presented in the Summary Compensation Table, to derive the Compensation Actually Paid to our CEO and non-CEO NEOs.

  50. Pay versus Performance

    | Item and Value Added (Deducted) | 2025 ($) | 2024 ($) | 2023 ($) | | For CEO 1 (Huseby): | | | | | Summary Compensation Table Total | 2,162,225 | 1,787,099 | 1,890,783 | | - Summary Compensation Table “Option Awards” column value | — | — | (390,970) | | - Summary Compensation Table “Stock Awards” column value | — | — | (360,556) | | + Year End fair value of outstanding and unvested equity awards granted in the fiscal year | — | — | 468,285 | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | — | (660,563) | (1,247,961) | | + vest date fair value of equity awards granted in the covered year | — | — | — | | +/- change in fair value of prior-year equity awards vested in the fiscal year | — | (231,105) | (494,551) | | - fair value of awards granted during prior year forfeited during year determined as of prior year end | (51,206) | — | — | | Compensation Actually Paid | 2,111,019 | 895,431 | (134,970) | | For CEO 2 (Shar): | | | | | Summary Compensation Table Total | 4,231,272 | — | — | | - Summary Compensation Table “Option Awards” column value | (3,458,400) | — | — | | - Summary Compensation Table “Stock Awards” column value | — | — | — |

  51. Pay versus Performance

    | Item and Value Added (Deducted) | 2025 ($) | 2024 ($) | 2023 ($) | | + Year End fair value of outstanding and unvested equity awards granted in the fiscal year | 3,669,662 | — | — | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | 233 | — | — | | + vest date fair value of equity awards granted in the covered year | — | — | — | | +/- change in fair value of prior-year equity awards vested in the fiscal year | (1,613) | — | — | | - Fair value of awards granted during prior year forfeited during year determined as of prior year end | — | — | — | | Compensation Actually Paid | 4,441,154 | — | — | | For Non-CEO NEOs (Average) | | | | | Summary Compensation Table Total | 907,928 | 985,254 | 1,045,680 | | - Summary Compensation Table “Option Awards” column value | — | — | (114,923) | | - Summary Compensation Table “Stock Awards” column value | (487,822) | — | (105,983) | | + Year End fair value of outstanding and unvested equity awards granted in the fiscal year | 543,596 | — | 96,692 | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | (99) | (86,179) | (173,534) | | + vest date fair value of equity awards granted in the covered year | — | — | — | | +/- change in fair value of prior-year equity awards vested in the fiscal year | (806) | (32,382) | (76,849) | | - fair value of awards granted during prior year forfeited during year determined as of prior year end | (1,967) | (28,388) | (192,960) | | Compensation Actually Paid | 960,830 | 838,305 | 478,125 |

  52. Pay versus Performance

    Relationship Between Compensation Actually Paid and Company Performance The following graphs graphically address the relationship over the past three years between Compensation Actually Paid (CAP) for our CEO and non-CEO NEOs as compared to our cumulative Total Stockholder Return (TSR) and GAAP net income.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  54. Director Compensation Table

    Director Compensation Table The compensation for our directors who served as directors for the Company in Fiscal 2025 is as follows:

  55. Director Compensation Table

    | Name | Paid in Cash | Number of Restricted Stock Units (Number of Shares) | Value | Total Compensation | | Mario R. Dell’Aera, Jr.(1) | $147,500 | — | $— | $147,500 | | David G. Golden(1) | $80,000 | — | $— | $80,000 | | Emily Hoffman(2) | $89,011 | 20,430 | $200,101 | $289,021 | | Sean V. Madnani(2) | $89,011 | 20,430 | $200,010 | $289,021 | | William C. Martin(2) | $267,033 | 20,430 | $200,010 | $467,043 | | Elias Nader(2) | $89,011 | 20,430 | $200,010 | $289,021 | | Steven Panagos(1) | $90,000 | — | $— | $90,000 | | John R. Ryan(1) | $75,500 | — | $— | $75,500 | | Eric Singer(2) | $244,780 | 20,430 | $200,010 | $444,790 | | Rory Wallace(1) | $54,534 | — | $— | $54,534 | | Raphael Wallander(1) | $90,000 | — | $— | $90,000 | | Kathryn Eberle Walker(3) | $201,250 | 20,430 | $200,010 | $401,260 | | Denise Warren(3) | $204,375 | 20,430 | $200,010 | $404,385 |

  56. Director Compensation Table

    | (1) Each of Messrs. Dell’Aera, Golden, Panagos, Ryan, Wallace, and Wallander served on the Board of Directors from the beginning of Fiscal 2025 through June 11, 2025. |

  57. Director Compensation Table

    | (2) Appointed to the Board of Directors effective June 11, 2024. |

  58. Director Compensation Table

    | (3) In November 2023, as a result of the then current depreciated stock price, the Compensation Committee of the Board granted each eligible director the right to receive up to $200,000 in either cash or equity, of which $100,000 was paid in cash in Fiscal 2024, and $100,000 was paid in cash in Fiscal 2025. |