DEF 14A of Barnes & Noble Education, Inc.
Filed May 15, 2024 · FY20240001193125-24-138851
PROPOSAL 4: ELECTION OF DIRECTORS
PROPOSAL 4: ELECTION OF DIRECTORS Pursuant to the Purchase Agreement, we have agreed to take all necessary action, including causing certain incumbent directors of the Company to resign, so that effective at the Closing, the entire Board of Directors will consist of seven members, with such members of the Board to consist of Emily S. Hoffman, Sean Madnani, William C. Martin, Elias Nader, Eric Singer, Kathryn (“Kate”) Eberle Walker and Denise Warren. We are seeking our stockholders’ approval of the election of the directors listed below, designated pursuant to the Purchase Agreement, who will take office immediately following the Closing. If our stockholders approve the election of such directors, the directors will serve until our next annual meeting of stockholders and until such directors’ successors have been elected and qualified.
Emily S. Hoffman
Emily S. Hoffman Emily S. Hoffman has served as a member of the board of directors of Immersion Corporation since 2023. Ms. Hoffman currently serves as Chief Marketing Officer of SmartPak, a division of Covetrus, a role she has held since January 2024. 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. Ms. Hoffman brings to the Board years of experience delivering financial (P&L), operational, and strategic results across a diverse set of industries including Healthcare, Health & Wellness, Vitamins & Supplements, Food, Consumer, OTC, eCommerce and Financial Services. Ms. Hoffman brings significant management experience leading and expanding businesses both in the U.S. and internationally.
Sean Madnani
Sean Madnani Sean Madnani, age 45, has served as Founder and Chief Executive Officer of Twist Capital LLC (“Twist Capital”), an investment company, since September 2019. 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 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 2005 to 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 Ltd (NYSE: LAZ), a global financial advisory and asset management firm, from 2000 to 2005. Mr. Madnani started his career as a software developer within the cooperative education program at International Business Machines Corporation (NYSE: IBM). 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. Presently, Mr. Madnani serves on the board of trustees for the Hollywood Schoolhouse, and the campaign steering committee for Rady Children’s Hospital-San Diego. Mr. Madnani holds a Bachelor of Arts in Economics, with a minor in Business Administration from the University of California at Berkeley.
William C. Martin
William C. Martin William C. 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. 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.
Elias Nader
Elias Nader Elias Nader has served as a member of the board of directors of Immersion Corporation since 2022. Mr. Nader has served as the Chief Financial Officer and Senior Vice President of Finance of QuickLogic Corporation (Nasdaq: QUIK), a publicly traded fabless semiconductor company, since February 1, 2023. Prior to that, Mr. Nader served as Chief Financial Officer and Senior Vice President of Pixelworks, Inc. (Nasdaq: PXLW), a publicly traded video processing semiconductor company, from September 2019 to January 2023. Prior to that, Mr. Nader served as the Interim President and Chief Executive Officer of Sigma Designs, Inc., a publicly traded semiconductor company that designed solutions for home connectivity, IPTV, HDTV and media processors, from January 2018 to September 2019, and as Sigma’s Chief Financial Officer from April 2014 to January 2023. Mr. Nader has Bachelor of Science Degree in Accounting, Bachelor of Arts Degree in Economics and an MBA in International Business from San Jose State University. Mr. Nader’s extensive financial and management experience with publicly traded companies, which enables him to contribute significantly to the Board in the area of finance and accounting.
Eric Singer
Eric Singer Eric 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 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 in assisting them in creating and expanding shareholder 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. 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.
INFORMATION CONCERNING THE DIRECTORS
INFORMATION CONCERNING THE DIRECTORS
INFORMATION CONCERNING THE DIRECTORS
| Name | Age | Director Since | Position | | Mario R. Dell’Aera, Jr.* | 64 | 2022 | Chairman of the Board | | Kathryn Eberle Walker* | 47 | 2022 | Current Director and Director Nominee | | David G. Golden* | 65 | 2015 | Current Director | | Michael P. Huseby | 69 | 2015 | Current Director and Chief Executive Officer | | Steven G. Panagos* | 62 | 2023 | Current Director | | John R. Ryan* | 78 | 2015 | Current Director | | Rory D. Wallace* | 38 | 2022 | Current Director | | Raphael T. Wallander* | 51 | 2023 | Current Director | | Denise Warren* | 60 | 2022 | Current Director and Director Nominee | | Elias Nader | 59 | — | Director Nominee | | Emily S. Hoffman | 46 | — | Director Nominee | | Eric Singer | 50 | — | Director Nominee | | William C. Martin | 46 | — | Director Nominee | | Sean Madnani* | 45 | — | Director Nominee |
INFORMATION CONCERNING THE DIRECTORS
| * Independent for purposes of the NYSE listing standards. |
Current Directors
Current Directors Mario R. Dell’Aera, Jr. has served as Chairman of the Board following the 2023 annual meeting of stockholders held on October 5, 2023. He was initially appointed as a director in July 2022 and thereafter was elected as a director at the 2022 and 2023 annual meetings of stockholders. Mr. Dell’Aera previously served as the 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 $3.0 billion operating plan. 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. Mr. Dell’Aera also served as the Metro New York Area Audit Managing Partner for KPMG’s Technology, Media and Telecommunications audit practice from 2012 to 2019. Qualifications, Experience, Attributes and Skills. Having served as a global lead partner for several Fortune 500 companies, Mr. Dell’Aera has a proven track record of leadership, innovation and guiding public companies undergoing strategic transformations and financing transactions. Further, as a result of Mr. Dell’Aera’s professional experience and 40-year career with KPMG LLP, Mr. Dell’Aera provides the Board of Directors with substantial financial expertise, accounting insights, experience in risk management, technology innovation, executive managerial experience, business operations and matters unique to publicly-traded companies. Kathryn (“Kate”) Eberle Walker was appointed as a director in July 2022 and thereafter was elected as a director at the 2022 and 2023 annual meetings of stockholders. 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. Eberle Walker has managed strategy and investments for Kaplan, Inc. Ms. Walker began her career in investment banking at Goldman Sachs. She currently serves as a Director of Babbel, Testing Mom and 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. Qualifications, Experience, Attributes and Skills. Ms. Walker has over 20 years of experience leading education organizations and brings extensive board service on 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. David G. Golden was elected as a director in August 2015. Mr. Golden served as a director of Barnes & Noble, Inc. (“Barnes & Noble”) from October 2010 until the Company’s separation from Barnes & Noble in August 2015 (the “Spin Off”). Mr. Golden has been a Managing Partner at Revolution Ventures, an early-stage venture affiliate of Revolution LLC, since January 2013. From March 2006 until December 2011, Mr. Golden was a Partner, Executive Vice President and Strategic Advisor at Revolution LLC, a private investment company. Mr. Golden also served as Executive Chairman of Code Advisors, a private merchant bank focused on the intersections of technology and media from its founding in 2010 through 2012. Previously, Mr. Golden served in various senior positions over an 18-year period, including as Vice Chairman and Global Director of the Technology, Media and Telecom investment banking group, at JPMorgan Chase & Co. (“JPMorgan”), a financial services firm, and a predecessor company, Hambrecht & Quist, Inc. (“Hambrecht & Quist”). Prior to that, Mr. Golden worked as a corporate attorney at Davis Polk & Wardwell LLP. Mr. Golden has previously served as a member of the Board of Directors of Blackbaud and Everyday Health, where he also served on their respective Audit Committees. Mr. Golden also is a member of the Advisory Board for Partners for Growth LLC, a venture lending firm, and he is a director of several private companies. Qualifications, Experience, Attributes and Skills. Mr. Golden has over 20 years of technology and finance experience as an investment banker specializing in the technology sector at JPMorgan, Hambrecht & Quist, and more recently as a managing partner and executive of Revolution Ventures and Executive Chairman of Code Advisors LLC. Mr. Golden’s technology experience also includes his service as a director and Advisory Board of Directors member of several technology companies including Blackbaud, a global provider of software services specifically designed for nonprofit organizations. Mr. Golden’s finance experience at Hambrecht & Quist and JPMorgan included significant work with mergers, capital markets and principal investing, and he has participated as lead merger advisor, equity underwriter or investor on over 150 transactions. Given this experience, Mr. Golden brings to the Board of Directors substantial knowledge of the technology sector and meaningful insight into the financial, strategic and capital-related issues technology companies face. Michael P. Huseby has served as Chief Executive Officer since September 2017, acting Chief Financial Officer (“Acting Chief Financial Officer”) from April 28, 2023 to September 6, 2023, and as a member of the Board of Directors since August 2015. Mr. Huseby served as Executive Chairman of the Board of Directors of the Company from August 2015 to June 2022. Prior to joining the Company, he was a member of the board of directors of Barnes & Noble, Inc. from January 2014 and served as the Chief Executive Officer of Barnes & Noble until August 2, 2015. Mr. Huseby was appointed Chief Executive Officer of NOOK Media LLC and President of Barnes & Noble in July 2013, and Chief Financial Officer of Barnes & Noble in March 2012. From 2004 to 2011, Mr. Huseby served as Executive Vice President and Chief Financial Officer of Cablevision Systems Corporation, a leading telecommunications and media company, which was acquired by the Altice Group in June 2016. He served on the Cablevision Systems Corporation board of directors in 2000 and 2001. Prior to joining Cablevision in 2004, Mr. Huseby served as Executive Vice President and Chief Financial Officer of Charter Communications, Inc., a large cable operator in the United States. Mr. Huseby served on the board of directors of Charter Communications from May 2013 through May 2016. From 1999 to 2002, Mr. Huseby served as Executive Vice President, Finance and Administration, of AT&T Broadband, a provider of cable television services. In addition, Mr. Huseby spent over 20 years at Arthur Andersen, LLP and Andersen Worldwide, S.C., where he held the position of Global Equity Partner serving a myriad of clients, including a number of large publicly-traded companies. Mr. Huseby also served on the board of directors of CommerceHub, Inc., a cloud-based e-commerce fulfillment and marketing software platform company previously listed on Nasdaq, from July 2016 until May 2018 with his tenure ending upon the consummation of the sale of CommerceHub to financial sponsors. While on the board of CommerceHub, Mr. Huseby served as chair of the Audit Committee and as a member of the Compensation Committee.
Current Directors
Qualifications, Experience, Attributes and Skills. Mr. Huseby has more than 30 years of financial and executive experience, having served as a senior executive at Barnes & Noble, Cablevision Systems Corporation and AT&T Broadband. Mr. Huseby’s experience also includes his service as a director and audit committee member of Charter Communications and CommerceHub, Inc., and as a member of Cablevision Systems Corporation’s board of directors. During his 23-year career as a partner of Arthur Andersen, LLP, and Andersen Worldwide S.C., Mr. Huseby provided various services to public companies and their boards of directors. This experience allows Mr. Huseby to bring to the Board of Directors substantial knowledge and a wide range and depth of insights in technology, retail, financial, business and matters unique to publicly-traded companies. Steven G. Panagos was appointed as a director in August 2023 pursuant to the Eighth Amendment (the “ABL Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders. Mr. Panagos has served as an independent director of various companies since June 2018 providing advice, guidance and governance regarding corporate transformation and turnaround management. Mr. Panagos has served as a director on numerous public and private boards of directors. Mr. Panagos currently serves as an independent director on the board of directors of several companies, including iMedia Brands, Inc., Vital Pharmaceuticals, Inc., and American Consolidated Natural Resources, Inc. In the past five years, Mr. Panagos has also served on the boards of Spirit Master Trust A, Tops Markets, Inc., PhyMed Healthcare Group, Top Golf, Inc. and Pier 1 Imports, Inc. From April 2009 to June 2019, he served as Managing Director and Vice Chairman of the Recapitalization & Restructuring Group at the investment bank Moelis & Company, where he led restructurings and reorganizations for companies and their creditors across a broad spectrum of industries. From March 1988 to March 2008, Mr. Panagos was the National Practice Leader of Kroll Zolfo Cooper’s Corporate Advisory & Restructuring Practice, where he provided restructuring advice to numerous companies and creditors. Qualifications, Experience, Attributes and Skills. Mr. Panagos was selected to serve as a director based on his extensive experience with restructurings and corporate transformation and his other qualifications and skills. John R. Ryan was elected to the Board of Directors in July 2015 and served as Chairman of the Board from June 23, 2022 to October 5, 2023. Prior to his appointment to Chairman of the Board, Mr. Ryan served as the Lead Independent Director. Vice Admiral Ryan served as director of Barnes & Noble from July 2014 until the Spin-Off. Vice Admiral Ryan joined the Center for Creative Leadership’s Board of Governors in 2002 and served as its President and Chief Executive Officer from 2007 until 2022. From 2005 to 2007, he served as Chancellor of the State University of New York. Previously, Vice Admiral Ryan served as President of the State University of New York Maritime College from 2002 to 2005, Interim President of the State University of New York at Albany from 2004 to 2005 and Superintendent of the United States Naval Academy, Annapolis, Maryland from 1998 to 2002. Vice Admiral Ryan served in the United States Navy from 1967 until his retirement in 2002, including as Commander of the Fleet Air Mediterranean from 1995 to 1998, Commander of the Patrol Wings for the United States Pacific Fleet from 1993 to 1995 and Director of Logistics for the US Pacific Command from 1991 to 1993. Vice Admiral Ryan also served as the lead director of CIT Group, Inc. from 2008 until their merger with First Citizens Bank in 2022. He then served as a director of First Citizens Bank from January 2022 to April 2023, which included the significant acquisition of Silicon Valley Bank. Vice Admiral Ryan also currently serves as a Commissioner of the Council on Higher Education as a Strategic Asset. Qualifications, Experience, Attributes and Skills. Vice Admiral Ryan has a total of more than 35 years in military service, more than 10 years as a leader at major universities, and over two decades of executive and Board of Directors-level experience, including his service as lead director of CIT Group. Vice Admiral Ryan has substantial experience serving on public company Board of Directors undergoing multiple strategic transactions, such as mergers and separations, including serving as a director of Cablevision during its 2010 spinoff of Madison Square Garden, L.P., its 2011 spinoff of AMC Networks, Inc., and its 2013 sales of Clearview Cinemas and Optimum West to Bow Tie Cinemas and Charter Communications, respectively. Vice Admiral Ryan has also gained experience through the acquisition of Cablevision Systems Corporation by the Altice Group in June 2016 and was one of two independent directors on the Special Committee of the Board of Directors involved in the acquisition of MBS Textbook Exchange, LLC. He also participated in First Citizens Bank’s acquisition of Silicon Valley Bank in March 2023. This experience allows Vice Admiral Ryan to bring to the Board of Directors leadership and expertise in managing large complex organizations, and in particular the environment in which the Company operates. Rory Wallace was appointed as a director in July 2022, pursuant to a Cooperation Agreement between the Company and Outerbridge Capital Management, LLC and certain of its affiliates, dated June 25, 2022, and thereafter was elected as a director at the 2022 and 2023 annual meetings of stockholders. Mr. Wallace serves as the Founder and Managing Member of Outerbridge Capital Management, LLC, an investment advisor to private investment funds, for which Mr. Wallace has served as the Chief Investment Officer since December 2014. In his role at Outerbridge, Mr. Wallace conducts significant due diligence on public companies in the technology, media, retail, and education sectors, engaging constructively with both management teams and boards where appropriate. From January 2013 to December 2014, Mr. Wallace was the Founder and Chief Investment Officer of DHC Asset Management, LLC, an investment adviser that focused its investments in technology, media, and retail. Earlier in his career, Mr. Wallace served in various positions at Straus Asset Management LLC, an investment management firm, including as an analyst and then as a Portfolio Manager. Qualifications, Experience, Attributes and Skills. Mr. Wallace contributes extensive knowledge of finance and small-cap companies, particularly in the technology, media, retail, and education sectors, a detailed knowledge of the Company and its industry as its largest stockholder, a deep history advising public companies on managing the capital markets including from an investor relations perspective, as well as extensive experience with financial forecasting and accounting, strategic transformations, and turnarounds.
Current Directors
Raphael T. Wallander was appointed as a director in August 2023 pursuant to the ABL Amendment. Since April 2018, Mr. Wallander has served as the Chairman and Chief Executive Officer of Maxwell Bay Advisors, LLC, a platform created for independent director services, restructuring and consulting. Through Maxwell Bay Advisors, Mr. Wallander has served on the boards of over ten private companies and provided consulting services. Since 2007, Mr. Wallander has held various roles with Wayzata Investment Partners, LLC, including Corporate Counsel, Principal, and General Counsel. Wayzata is an SEC-registered investment adviser focused on distressed debt, special situations, and underperforming assets. Prior to joining Wayzata, Mr. Wallander worked as an attorney in private practice, with a focus on bankruptcy, restructuring and litigation. Qualifications, Experience, Attributes and Skills. Mr. Wallander was selected to serve as a director based on his extensive experience with restructurings and corporate transformation and his other qualifications and skills. Denise Warren was appointed as a director in July 2022 and thereafter was elected as a director at the 2022 and 2023 annual meetings of stockholders. 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 accelerate360, a privately backed omni-commerce sales, distribution, logistics, marketing and media 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. 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.
Director Nominees
Director Nominees Elias Nader has served as a member of the board of directors of Immersion Corporation since 2022. Mr. Nader has served as the Chief Financial Officer and Senior Vice President of Finance of QuickLogic Corporation (Nasdaq: QUIK), a publicly traded fabless semiconductor company, since February 1, 2023. Prior to that, Mr. Nader served as Chief Financial Officer and Senior Vice President of Pixelworks, Inc. (Nasdaq: PXLW), a publicly traded video processing semiconductor company, from September 2019 to January 2023. Prior to that, Mr. Nader served as the Interim President and Chief Executive Officer of Sigma Designs, Inc., a publicly traded semiconductor company that designed solutions for home connectivity, IPTV, HDTV and media processors, from January 2018 to September 2019, and as Sigma’s Chief Financial Officer from April 2014 to January 2023. Mr. Nader has Bachelor of Science Degree in Accounting, Bachelor of Arts Degree in Economics and an MBA in International Business from San Jose State University. Qualifications, Experience, Attributes and Skills: Mr. Nader brings to the Board extensive financial and management experience with publicly traded companies, which enables him to contribute significantly to the Board in the area of finance and accounting. Emily S. Hoffman has served as a member of the board of directors of Immersion Corporation since 2023. Ms. Hoffman currently serves as Chief Marketing Officer of SmartPak, a division of Covetrus, a role she has held since January 2024. 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 Healthcare, Health & Wellness, Vitamins & Supplements, Food, Consumer, OTC, eCommerce and Financial Services. Ms. Hoffman brings significant management experience leading and expanding businesses both in the U.S. and internationally. Eric 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 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 in assisting them in creating and expanding shareholder 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. William C. 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. Sean 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.
Director Nominees
Mr. Madnani has been a member of the board of trustees for the non-profit organization Hollywood Schoolhouse Inc. since October 2021, and a member of the campaign steering committee for Rady Children’s Hospital-San Diego since October 2019. 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. 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.
Meetings and Committees of the Board of Directors
| • | setting and reviewing Director compensation; |
What we do
| | Tie a majority of executive pay to performance-based cash and equity incentives; |
What we do
| | Align annual incentive payouts to individual and company-based performance goals; |
What we do
| | Vest equity awards over time to promote retention and require a one-year minimum vesting period for equity awards; |
What we do
| | Accelerate equity only upon termination of employment following a change in control (double trigger); Subject incentive compensation (including cash and equity) to a clawback policy; |
What we don’t do
| | Pay current dividends or dividend equivalents on unearned performance shares and unvested restricted stock units; |
What we don’t do
| • | The Company did not issue equity awards to executive officers and directors during Fiscal 2024. |
What we don’t do
| • | On September 6, 2023, the Company announced the appointment of Mr. Watson as the Company’s Executive Vice President, Chief Financial Officer effective September 7, 2023. In connection with Mr. Watson’s appointment, Mr. Watson entered into an offer letter dated August 28, 2023 with the Company which provides for (i) an annual base salary of $540,000, (ii) a $5,000 sign on bonus and (iii) eligibility to earn an annual bonus with a target payout of 85% of his annual base salary. For Fiscal 2024, Mr. Watson’s bonus opportunity will be guaranteed and prorated based on his time employed during the applicable fiscal year. Mr. Watson will also be eligible to participate in the Company’s next stock grant, at levels commensurate with other similarly situated executives. On January 31, 2024, the Compensation Committee approved an amendment to the existing offer letter between the Company and Mr. Watson. Pursuant to the amendment, the Company agreed to accelerate a portion of the payment of his annual bonus for Fiscal 2024 ($191,250) and pay such portion to Mr. Watson on or around February 2, 2024. The remaining portion of the annual bonus for Fiscal 2024 ($114,750) was paid on May 3, 2024, following the end of Fiscal 2024. |
What we don’t do
| • | On September 14, 2023, the Company and Mr. Huseby entered into a performance incentive agreement, pursuant to which the Company would pay Mr. Huseby a cash performance incentive bonus as follows: (i) $220,000 on or about September 15, 2023, (ii) $220,000 if the Company’s second quarter Fiscal 2024 EBITDA meets or exceeds the Company’s plan, (iii) $220,000 if the Company remains in compliance with its existing credit agreements through December 31, 2023, (iv) $220,000 upon completion of a transaction approved by the Alternative Transactions Committee (the “ATC”) of the Company’s Board of Directors and (v) $220,000 if awarded by the Board in its discretion upon a recommendation from the ATC. Under the performance incentive agreement, the Company is obligated to pay the performance incentive bonus payments in the event that the Company terminates the employment of Mr. Huseby without Cause (as defined in the performance incentive agreement) or if Mr. Huseby’s employment ends prior to the date such bonus payments are due because of Disability or for Good Reason (each as defined in the performance incentive agreement). If, prior to December 31, 2023, Mr. Huseby’s employment with the Company is terminated (other than due to Disability or for Good Reason (each as defined in the performance incentive agreement)), the Company reserves the right to clawback, in its sole and exclusive discretion, the performance incentive bonus payments paid through such date on a pro rata basis. |
What we don’t do
| • | On April 15, 2024, in connection with the Purchase Agreement, Mr. Huseby entered into a letter agreement with the Company related to his compensation. Pursuant to the letter agreement, Mr. Huseby agreed to amendments to his employment agreement, pursuant to which, among other things, he agreed to a revised decreased severance amount of $750,000. Mr. Huseby also agreed to provide transition services as a consultant for six months following the effective date of any termination of his employment that triggers a right to receive such severance in return for compensation of $750,000 to be paid at the end of such six month period regardless of whether the Company requests that he render any transition services. The amendments contained in the letter agreement are contingent upon the successful consummation of the transactions contemplated by the Purchase Agreement. |
Compensation Market References
Compensation Market References In establishing compensation for Fiscal 2024, the Compensation Committee worked with Mercer, its compensation consultant, to develop a peer group for the Company and review executive compensation against that peer group. In support of its compensation philosophy, the Compensation Committee reviews the following: (a) base salary; (b) target short-term incentive; (c) target total cash compensation; (d) actual total cash compensation; (e) target or grant date fair value of long-term incentive; and (f) target total direct compensation. Executives are matched to market positions based on titles, responsibilities and contributions to the Company. The Compensation Committee reviewed compensation among the peer group companies to determine the competitiveness of pay levels and pay mix for executives. Although no other public companies are directly comparable to the Company and its businesses, the Compensation Committee considers the Company’s competitors for executive talent to be companies engaged in retail and education services. Our peer group, which is reviewed annually, includes companies that are similar in size to the Company based on revenues and market capitalization and also companies with overlapping business model characteristics (e.g., education / technology focus, combination of products and services, strong relationships with business partners, go-to-market strategy, and geographic footprint) as follows:
Compensation Market References
| 2U, Inc. | Grand Canyon Education, Inc. | | Adtalem Global Education Inc. | John Wiley & Sons, Inc. | | American Eagle Outfitters, Inc. | Lands’ End, Inc. | | Bright Horizons Family Solutions Inc. | Scholastic Corporation | | Chegg, Inc. | Stride, Inc. | | Express, Inc. | Urban Outfitters, Inc. | | Graham Holdings Company | |
Compensation Market References
In Fiscal 2023, Graham Holdings Company and Grand Canyon Education, Inc. were added as peer companies. The Committee reviews the peer group annually and will continue to consider the Company’s current size and strategic direction in its review. However, peer group compensation is just one factor that is considered in determining compensation levels for our executive officers. We also consider: (a) the Company’s business performance; (b) each executive officer’s job responsibilities, experience and prior performance; (c) relative compensation among our executive officers; (d) industry-wide business conditions; and (e) the recommendations of our Chief Executive Officer (in the case of Messrs. Miller, Shar, Henderson and Watson and Ms. Paul).
Overview of Compensation Program Design
Performance-Based Annual Incentive Compensation The target award under the Annual Incentive Plan for the NEOs is expressed as a percentage of base salary as set forth in the table below. In Fiscal 2024, given the Company’s financial condition, management recommended to the Compensation Committee that no incentive plan be funded unless the Company achieved its annual Fiscal 2024 Company EBITDA target. Any individual Annual Incentive Plan payouts would be subject to the approval of the Compensation Committee based upon Fiscal 2024 results and other considerations.
Overview of Compensation Program Design
Long-Term Equity Incentives Although long-term equity incentives were a component of the Company’s compensation program in prior years, the Company did not grant any equity awards to our NEOs during Fiscal 2024 due to our financial condition and the depreciated equity value of our Common Stock. Other Components of Compensation 401(k) Plan. Each of our NEOs is entitled to participate in our tax-qualified defined contribution 401(k) plan on the same basis as all other eligible employees. The 401(k) plan provides our employees, including our NEOs, with a way to accumulate tax-deferred savings for retirement. The Company matches the contributions of participants, subject to certain criteria. Under the terms of the 401(k) plan, as prescribed by the Internal Revenue Code of 1986, as amended (the “Code”), the contribution of any participating employee is limited to the lesser of 75% of annual salary before taxes or a maximum dollar amount ($23,000 for 2024), subject to a $7,500 increase for participants who are age 50 or older. In August 2023, upon management’s recommendation, the Compensation Committee approved the conversion of the Company’s 401(k) plan match to a year end match to be awarded at the Compensation Committee’s discretion based upon the Company’s Fiscal 2024 results. The amount of the Company’s matching contributions for each of our NEOs is set forth in footnotes to the “Summary Compensation Table” on page 70. We do not provide supplemental executive retirement benefits. Limited Perquisites and Other Compensation. The Company’s NEOs are entitled to only the limited perquisites set forth in their employment agreements or letters and disclosed in the footnotes to the “Summary Compensation Table” on page 70. Severance and Change of Control Payments and Benefits. The Company has an employment agreement with Mr. Huseby and each of Messrs. Watson, Miller, Shar and Henderson (Mr. Henderson retired effective June 2, 2023), and Ms. Paul have employment letter agreements that contain severance and change in control benefits. The agreements provide for certain severance payments and benefits upon termination of employment by the Company without cause or by the NEO for good reason (including upon termination within two years following a change of control). The triggering events that would result in the severance payments and benefits and the amount of those payments and benefits are intended to provide our NEOs with financial protection upon loss of employment and to support our executive retention goals and enable our NEOs to focus on the interests of the Company in the event of a potential change of control. Equity awards are subject to a “double-trigger” and vesting will only be accelerated if there is a termination of employment without “cause” or for “good reason” following a change of control. The Company does not pay any tax gross-ups in connection with the severance payments. The Compensation Committee believes that the terms of the employment agreements, including triggering events and amounts payable, are competitive with severance protection being offered by other companies with whom we compete for highly qualified executives. The compensation that could be received by (or were paid to) each of our NEOs upon termination or change of control is set forth in the “Potential Payments Upon Termination or Change of Control Table” on page 76. The material terms of these agreements, as in effect for Fiscal 2024, are described in the “Narrative to the Summary Compensation Table” and the “Grants of Plan-Based Awards Table-Employment Arrangements with the Named Executive Officers.”
Governance Policies
| • | a balance among short- and long-term incentives; cash and equity-based compensation; and fixed and variable pay; |
Governance Policies
| • | multiple performance metrics; |
Governance Policies
| • | limited change-in-control benefits. |
Roles of the Compensation Committee, Management, and our Compensation Consultant in Determining the Compensation of our Named Executive Officers
Roles of the Compensation Committee, Management, and our Compensation Consultant in Determining the Compensation of our Named Executive Officers Roles of the Compensation Committee and Management The Compensation Committee is responsible for establishing, implementing and overseeing our compensation program, and reviews and approves our compensation philosophy and objectives. The Compensation Committee also annually reviews and approves annual base salary levels, annual incentive opportunity levels, long-term incentive opportunity levels, employment and severance agreements and any special or supplemental benefits for each of the NEOs and any other executive officers, Section 16 officers and employees of the Company earning a base salary of $400,000 or more. The compensation of our Chief Executive Officer is determined by the Compensation Committee in executive session. The Chief Executive Officer reviews the performance of each of our other executive officers and makes compensation recommendations to the Compensation Committee. The Compensation Committee considers all key elements of compensation separately and also reviews the full compensation package of each executive officer. Role of the Compensation Consultant The Compensation Committee has retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., to assist with the committee’s responsibilities related to the Company’s executive compensation program and the director compensation program. Mercer’s engagement by the Compensation Committee includes reviewing and recommending the structure of our compensation program and advising on all significant aspects of executive compensation, including base salaries, annual incentives and long-term equity incentives for executives. At the request of the Compensation Committee, Mercer collects relevant market data to allow the Compensation Committee to compare components of our compensation program to those of our peers, provides information on executive compensation trends and implications and makes other recommendations to the Committee regarding our executive compensation program. Our management, Chief Executive Officer (on certain occasions), Chief Human Resources Officer, Chief Legal Officer and the chair of the Compensation Committee, meet with representatives of Mercer before Compensation Committee meetings. In making its final decisions regarding the form and amount of compensation to be paid to the executives, the Compensation Committee considers the information gathered by and recommendations of Mercer. Mercer’s fees for executive and director compensation consulting to the Compensation Committee in Fiscal 2024 were approximately $47,620. The Company also paid Marsh & McLennan Companies, Inc., the parent company of Mercer, for insurance brokerage services totaling approximately $271,730 in Fiscal 2024 versus $403,304 in Fiscal 2023 and $51,000 to Mercer Investments for 401(k) plan consulting in Fiscal 2024 versus $50,000 in Fiscal 2023. The Compensation Committee has assessed the independence of Mercer taking into account the following factors identified by the SEC and NYSE as bearing upon independence: (i) Mercer’s provision of other services to the Company; (ii) the fees Mercer received for such services as a percentage of the revenues of Marsh & McLennan, Mercer’s parent; (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Mercer consultants with a member of the Compensation Committee; (v) any of our stock owned by the Mercer consultants; and (vi) any business or personal relationship of the Mercer consultants or Mercer with any of our executive officers. The Compensation Committee concluded that no conflict of interest exists with respect to its engagement of Mercer.
Pay Ratio 2024
Pay Ratio 2024 The Company is required to provide the ratio of the annual total compensation of the Company’s CEO to the annual total compensation of its median employees under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. For Fiscal 2024, the annual total compensation of our median employee, excluding our CEO, was $7,215.78 and the annual total compensation of our CEO was $2,155,499. Accordingly, the ratio of the CEO’s annual total compensation to the annual total compensation of our median employee was 299:1. To determine our median employee, the Company used the employee population of 6,588 on the final day of the payroll year, April 27, 2024. Temporary, seasonal, and part-time employees make up 66% of the Company’s total population and on average work less than 15 hours per week. As permitted under SEC rules, we excluded employees in India as de minimis. We used cash compensation (base salary, overtime and cash bonuses paid during Fiscal 2024) to determine the median employee in our population. When we include only our full time “permanent” staff as of April 27, 2024, our median employee’s annualized total compensation was $46,596.78 for Fiscal 2024. Under this calculation, the CEO pay ratio is 46:1. We believe this is a more representative indication of how our CEO pay compares to that of our workforce. (Note this population totals 2,398). The SEC rules do not specify a single methodology for identifying the median employee or calculating the CEO pay ratio. Since other companies use different assumptions, adjustments, or estimates in their own calculation, disclosure and methodology is inconsistent across companies. Therefore, our CEO pay ratio is not comparable to another company’s CEO pay ratio. We believe our information and pay ratio calculation is a reasonable good faith estimate, based on our methodology and SEC rules as required for disclosure.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | Michael P. Huseby Chief Executive Officer | 2024 | $1,100,000 | $660,000 | $— | $— | $— | $27,099 | $1,787,099 | | | 2023 | $1,100,000 | $— | $360,556 | $390,970 | $— | $39,257 | $1,890,783 | | | 2022 | $1,100,000 | $— | $1,650,002 | $1,877,394 | $— | $38,710 | $4,666,106 | | Michael C. Miller Chief Legal Officer and Executive Vice President, Corporate Development & Affairs, and Secretary | 2024 | $600,000 | $600,000 | $— | $— | $— | $4,574 | $1,204,574 | | | 2023 | $600,000 | $150,000 | $131,112 | $142,172 | $— | $11,485 | $1,034,769 | | | 2022 | $600,000 | $— | $600,005 | $682,695 | $— | $7,970 | $1,890,670 | | Jonathan Shar Executive Vice President, BNED Retail | 2024 | $550,000 | $600,000 | $— | $— | $— | $8,097 | $1,158,097 | | | 2023 | $550,000 | $150,000 | $109,261 | $118,477 | $— | $12,593 | $940,331 | | | 2022 | $550,000 | $— | $500,008 | $568,910 | $— | $8,277 | $1,627,195 | | Kevin F. Watson(6) Executive Vice President, Chief Financial Officer | 2024 | $336,462 | $311,000 | $— | $— | $— | $1,075 | $648,537 | | | 2023 | $— | $— | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | Seema C. Paul(7) Senior Vice President, Chief Accounting Officer | 2024 | $360,000 | $350,000 | $— | $— | $— | $6,274 | $716,274 | | | 2023 | $335,000 | $87,500 | $60,093 | $— | $— | $9,839 | $492,432 | | | 2022 | $335,000 | $0 | $275,000 | $— | $— | $5,631 | $615,631 | | David Henderson(8) Executive Vice President, Strategic Services, and President, MBS Textbook Exchange, LLC | 2024 | $148,077 | $— | $— | $— | $— | $1,050,710 | $1,198,787 | | | 2023 | $550,000 | $— | $49,168 | $53,315 | $— | $30,314 | $682,797 | | | 2022 | $550,000 | $— | $225,007 | $256,016 | $— | $29,068 | $1,060,091 |
Summary Compensation Table
| (1) This column represents base salary earned during each fiscal year. For Mr. Henderson, the amount for 2024 also includes $99,423 of accrued but unused paid time off paid in connection with his retirement. |
Summary Compensation Table
| (2) This column represents the retention award paid during Fiscal 2024 and for Mr. Watson, the amount represents his sign-on bonus ($5,000) and guaranteed pro rata annual bonus ($306,000). |
Summary Compensation Table
| (3) This column represents, with respect to Fiscal 2023 and 2022, Restricted Stock Unit grants. The grant date fair value of stock awards granted computed in accordance with Financial Accounting Standards Board (“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. |
Summary Compensation Table
| (4) This column represents the dollar value of Options granted at the average fair value price. |
Summary Compensation Table
| (5) This column represents the value of all other compensation, as detailed in the table below. |
Summary Compensation Table
| (6) Mr. Watson was appointed Executive Vice President, Chief Financial Officer, effective September 7, 2023. |
Summary Compensation Table
| (7) Ms. Paul was not an NEO in Fiscal 2022 and 2023. |
Summary Compensation Table
| (8) Mr. Henderson was not an NEO in Fiscal 2022. Mr. Henderson retired effective June 2, 2023. |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The Company did not make grants of equity incentive awards or non-equity incentive awards to executive officers during Fiscal 2024.
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 2024. 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 pursuant to their terms in the ordinary course since the end of Fiscal 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides additional information about the value realized by our NEOs upon the vesting of stock or stock unit awards and the exercise of options during Fiscal 2024.
Option Exercises and Stock Vested
| | | Stock Awards | | Options | | | Name | Fiscal Year | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(2) ($) | | Michael P. Huseby | 2024 | 325,430 | $368,866 | 0 | $— | | Kevin F. Watson | 2024 | 0 | $— | 0 | $— | | Michael C. Miller | 2024 | 98,013 | $111,572 | 0 | $— | | Jonathan Shar | 2024 | 110,133 | $124,562 | 0 | $— | | Seema C. Paul | 2024 | 33,913 | $38,916 | 0 | $— |
Option Exercises and Stock Vested
| (1) The amounts in this column are calculated by multiplying the number of RSUs and phantom shares vested by the closing price of our Common Stock on the date of vesting. |
Option Exercises and Stock Vested
| (2) Reflects the product of the number of shares of stock subject to the exercised option multiplied by the difference between the market price of our Common Stock at the time of exercise on the exercise date and the exercise price of the option. |
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
| Event | Michael P. Huseby | Kevin Watson | Michael C Miller | Jonathan Shar | Seema Paul | | Involuntary Termination or Voluntary Termination with Good Reason | | | | | | | Cash severance payment(1) | $1,940,000 | $999,000 | $1,140,206 | $1,047,706 | $650,511 | | Accelerated equity-based awards(2) | — | — | — | — | — | | Total | $1,940,000 | $999,000 | $1,140,206 | $1,047,706 | $650,511 | | Death | | | | | | | Cash severance payment(1) | $— | $— | $— | $— | $— | | Accelerated equity-based awards(2) | 154,566 | — | 51,065 | 40,497 | 5,067 | | Health benefits(3) | 5,201 | 5,128 | 7,551 | 7,551 | 2,420 | | Total | $159,767 | $5,128 | $58,616 | $48,048 | $7,487 | | Disability | | | | | | | Cash severance payment(1) | $— | $— | $— | $— | $— | | Accelerated equity-based awards(2) | 154,566 | — | 51,065 | 40,497 | 5,067 | | Health benefits(4) | 13,637 | 13,637 | 13,637 | 13,637 | 9,371 | | Total | $168,203 | $13,637 | $64,702 | $54,134 | $14,438 | | Change of Control with Involuntary Termination (without Cause) or Termination with Good Reason | | | | | | | Cash severance payment(1) | $1,940,000 | $999,000 | $2,265,309 | $2,080,309 | $1,290,766 | | Accelerated equity-based awards(2) | 154,566 | — | 51,065 | 40,497 | 5,067 | | Total | $2,094,566 | $999,000 | $2,316,374 | $2,120,806 | $1,295,833 |
Potential Payments Upon Termination or Change of Control Table
| (1) Cash severance for Mr. Huseby consists of $750,000 of severance, payment of the $750,000 advisory compensation fee and $440,000 for the Performance Incentive Bonuses. The Cash severance for the other |
Potential Payments Upon Termination or Change of Control Table
| NEOs is equal to the sum of (i) the NEO’s annual base salary, (ii) the target annual incentive compensation for the fiscal year in which termination takes place and (iii) the aggregate annual cost of benefits, times the NEO’s severance multiple as follows: one time for non-change of control and two times for change of control (except for Mr. Watson, whose change of control multiple is one time). In addition, Mr. Watson also does not have COBRA (as defined below) benefits included in his severance or change of control payment. |
Potential Payments Upon Termination or Change of Control Table
| (2) This row represents the value of restricted stock unit awards and options 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, assuming a stock price of $0.1990 (closing price of our Common Stock on April 26, 2024, the last trading day of Fiscal 2024) and including all outstanding grants through the assumed termination date of April 27, 2024. Actual value will vary based on changes in the Company’s Common Stock price. 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. |
Potential Payments Upon Termination or Change of Control Table
| (3) Following the termination of employment due to death, the Company provides the NEO’s spouse three months of premiums for medical and dental insurance in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). |
Potential Payments Upon Termination or Change of Control Table
| (4) 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. |
Potential Payments Upon Termination or Change of Control Table
For the table above, the amount of potential payments to our NEOs (other than Mr. Henderson, who retired prior to the end of Fiscal 2024, whose retirement is discussed in more detail below) 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 day of Fiscal 2024 (April 27, 2024), 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. For a summary of the provisions of the employment agreements with our NEOs that were effective as of April 27, 2024 and the outstanding equity awards that were held by our NEOs as of April 27, 2024, 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,” 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.
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.
Pay versus Performance
| Fiscal Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (“NEOs”) ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2) (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ thousands) (6) | Adjusted EBITDA ($ thousands) (6) | | | | | | | Total Stockholder Return ($) (4) | Peer Group Total Stockholder Return ($) (5) | | | | 2024 | 1,787,099 | 895,431 | 985,254 | 838,305 | 4.73 | | | | | 2023 | 1,890,783 | (134,970) | 1,045,680 | 478,125 | 36.28 | 106.29 | (101,862) | (7,492) | | 2022 | 4,666,106 | (2,214,193) | 1,788,493 | (50,246) | 70.70 | 120.41 | (68,857) | (4,792) | | 2021 | 4,234,170 | 15,069,827 | 1,615,082 | 3,375,257 | 183.95 | 97.55 | (139,810) | (65,625) |
Pay versus Performance
| (1) Mr. Huseby was the CEO each of Fiscal 2024, 2023, 2022 and 2021. |
Pay versus Performance
| (2) 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. |
Pay versus Performance
| (3) The non-CEO named executive officers include the following individuals in each year: |
Pay versus Performance
2024: Messrs. Watson, Miller, Shar and Henderson and Ms. Paul 2023: Messrs. Donohue, Miller, Nenke, Shar and Henderson 2022: Messrs. Donohue, Miller, Nenke and Shar 2021: Messrs. Donohue, Miller, Henderson, Shar and Malhotra
Pay versus Performance
| (4) Total Stockholder Return is determined based on the value of an initial fixed investment of $100 at April 30, 2019. |
Pay versus Performance
| (5) This amount represents the Total Stockholder Return for the peer group referenced above. |
Pay versus Performance
| (6) For Fiscal 2024, due to our financial condition and the depreciated equity value of our Common Stock, the Company did not use any financial performance measures to link compensation actually paid to our NEOs to Company performance, so there is no Company-selected measure disclosed for purposes of the table for Fiscal 2024 nor are there any financial performance measures disclosed as being the most important financial measures used by the Company to link compensation actually paid for Fiscal 2024. In Fiscal 2023, 2022 and 2021, the Company used Adjusted EBITDA as the Company-selected measure for purposes of the table. |
Pay versus Performance
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Paid in Cash | Number of Restricted Stock Units (Number of Shares) | Value | Total Compensation | | Emily C. Chiu(5) | $55,000 | — | $— | $55,000 | | Mario R. Dell’Aera, Jr.(3) | $303,997 | — | $— | $303,997 | | Daniel A. DeMatteo(5) | $52,500 | — | $— | $52,500 | | Kathryn Eberle Walker(3) | $207,129 | — | $— | $207,129 | | David G. Golden(3) | $220,000 | — | $— | $220,000 | | Steven Panagos(2)(4) | $390,484 | — | $— | $390,484 | | John R. Ryan(3) | $272,809 | — | $— | $272,809 | | Rory Wallace(4) | $398,506 | — | $— | $398,506 | | Raphael Wallander(2)(4) | $390,484 | — | $— | $390,484 | | Denise Warren(3) | $214,306 | — | $— | $214,306 |
Director Compensation Table
| (1) Each of the Directors hold the following unvested restricted units or shares as of the end of Fiscal 2024: Dell’Aera - 0 RSU; Eberle Walker - 0 RSU; Golden - 0shares; Ryan - 0 RSU; Wallace - 0 RSU; Warren - 0 RSU. |
Director Compensation Table
| (2) Appointed to the Board of Directors effective August 11, 2023. |
Director Compensation Table
| (3) Includes two payments of $50,000 each paid in cash in lieu of equity. |
Director Compensation Table
| (4) Compensation received includes monthly payments made to Messrs. Panagos, Wallace and Wallander as members of the ATC. Mr. Wallace served on the ATC from August 11, 2023 to April 15, 2024. |
Director Compensation Table
| (5) Ms. Chiu and Mr. DeMatteo did not stand for re-election at the 2023 annual meeting of stockholders of the Company. |