DEF 14A of Skillsoft Corp.
Filed May 29, 2025 · FY20250001437749-25-018830
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election For a director to be elected, the director must receive the affirmative vote of a plurality of the votes cast in the election in respect of the shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Overview |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
Our Board consists of nine directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, you will be asked to elect three Class I directors. Ronald W. Hovsepian, Jim Frankola, and Peter Schmitt are the nominees for election at the Annual Meeting. If elected, each of the nominees will serve a three-year term expiring at the 2028 Annual Meeting, or upon such director’s earlier death, resignation, or removal from the Board. The Nominating and Governance Committee has recommended, and the Board has approved, the nomination of each of these directors to stand for election as Class I directors at the Annual Meeting. Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board. There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of our common stock, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Other than as described under “Director Designation Rights” below, there are no arrangements or understandings with another person pursuant to which any of directors were selected as directors. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Criteria for Nomination to the Board |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
The Nominating and Governance Committee assesses the skills, experience, and attributes our Board should represent to align its individual and group strengths with our Company’s long-term strategic plan and the interests of our stockholders. The committee identifies director nominees using the criteria set forth below and any other criteria that may be identified in accordance with the committee’s charter:
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Background and Experience. The Nominating and Governance Committee seeks director nominees from a variety of professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment will include an individual’s independence, as well as consideration of age, skills, and experience, and a policy of promoting excellence, in the context of our needs. While our Board does not have a formal diversity policy, our Nominating and Governance Committee will take into account various factors and perspectives, including differences of viewpoint, personal and professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity. The Nominating and Governance Committee considers each potential nominee in the context of the Board as a whole, with the objective of assembling a Board that can best maintain the success of our business. The Nominating and Governance Committee periodically reviews the Board’s membership in light of our business model and strategic objectives, considers whether the directors possess the requisite skills, experience and perspectives to oversee the Company in achieving those goals, and may seek additional directors from time to time as a result of its considerations. |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Character. Directors should be persons of good character and demonstrate high ethical standards and integrity in their personal and professional dealings. Directors should have a history of achievements which reflects high standards for themselves and others. Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues and be willing to be accountable for their decisions as directors. Directors should interact with one another in a manner which encourages responsible, open, challenging, and inspired discussion. |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| • | Sufficient Time to Devote to Board Matters. Each director is expected to dedicate sufficient time, energy, and attention to ensure the diligent performance of his or her duties. To that end, no director should serve on more than four other public company boards, and no member of the Audit Committee should serve on more than two other public company Audit Committees, in each case without the prior approval of the Board. No director who is the chief executive officer of another public company should serve on more than two other public company boards, aside from the board of his/her own company without the prior approval of the Board. |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
Director Designation Rights Skillsoft, Churchill Sponsor II LLC (the “Sponsor”), and Michael Klein are party to a Stockholders Agreement dated October 12, 2020 (the “Sponsor Stockholders Agreement”) pursuant to which the Sponsor, which solely for the purposes of the Sponsor Stockholder Agreement, means Mr. Klein, has the right to nominate two directors to our Board (the “Churchill Directors”) for so long as the Sponsor beneficially owns at least 5% of our common stock. If the Sponsor beneficially owns less than 5% of our common stock, the Sponsor has the right to nominate a single director to our Board for so long as the Sponsor beneficially owns at least 1% of our common stock. In addition, pursuant to the Sponsor Stockholders Agreement, we agreed to cause the Board to be comprised of nine directors and, as applicable, to appoint at least one director designated by the Sponsor to each committee of the Board for so long as the Sponsor beneficially owns more than 5% of our common stock. Mr. Klein currently serves as a Churchill Director. Skillsoft, the Sponsor, and MIH Learning B.V. (“MIH”), as assignee of the rights and obligations of MIH Edtech Investments B.V., are party to a Subscription Agreement dated October 12, 2020 (the “MIH Subscription Agreement”) pursuant to which MIH has the right to nominate a number of directors to our Board (the “MIH Directors”) proportionate to MIH’s beneficial ownership of our common stock for so long as MIH beneficially owns at least 5% of our common stock. MIH has the right to designate no less than one director to our Board for so long as it beneficially owns at least 10% of our common stock, and no less than two directors to our Board for so long as it beneficially owns at least 20% of our common stock. Fahd Beg and Paul Peake currently serve as MIH Directors.
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Identification and Evaluation Process Related to Director Nominations |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
The Nominating and Governance Committee will recommend to the full Board the slate of the class of directors to be nominated for election at each annual meeting of stockholders and shall recommend additional candidates to fill vacancies as needed, in accordance with the procedures set forth below. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation and quality of performance. In the case of new director candidates, the Nominating and Governance Committee first determines whether the candidate must be “independent” as defined by applicable securities laws, the rules and regulations of the SEC and applicable NYSE listing standards. The Nominating and Governance Committee will identify potential candidates and may also engage, if it deems appropriate, a professional search firm. The Nominating and Governance Committee will then meet to discuss and consider such candidates’ qualifications in light of the overall composition of the Board, the operating requirements of the Company, the long-term interests of the stockholders and the criteria for nominee selection approved by the Board. Contact will be initiated with preferred candidates, including, to the extent the Nominating and Governance Committee deems necessary, the requirement of the completion of informational questionnaires provided by the committee to the candidate, as well as personal interviews of such candidates. After such procedure is complete, the Nominating and Governance Committee will meet to approve final candidates for recommendation to the full Board as set forth in its charter.
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Stockholder Nominations |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
It is the policy of the Board to consider prospective board nominees recommended by stockholders. A stockholder who wishes to recommend a prospective board nominee for the Nominating and Governance Committee’s consideration must write to the Corporate Secretary at 300 Innovative Way, Suite 2210, Nashua, NH 03062, and include the nominee’s qualifications and other relevant biographical information, including age, employment history with employer names and a description of the employer’s business, whether such individual can read and understand basic financial statements, and board memberships (if any). The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders. The Nominating and Governance Committee will evaluate the stockholder’s recommendation in the same manner as it evaluates other nominees. The Nominating and Governance Committee retains discretion in the recommendation of nominees to the Board, and except and set forth under “Director Designation Rights” above, has no obligation to nominate a candidate recommended by a stockholder or to include such candidate in the Company’s proxy materials. For deadlines and procedures applicable to nominees for inclusion in our proxy statement for our 2026 Annual Meeting of Stockholders, or the dates by which such nominations will be deemed untimely, see the heading “Stockholder Proposals and Nominations for the 2026 Annual Meeting of Stockholders.”
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Board Qualifications |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
The Nominating and Governance Committee has developed the following skills matrix which identifies the functional competencies, expertise and qualifications of the Company’s directors and nominees, and the competencies, expertise and qualifications that the Board would ideally possess:
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Director Experience and Expertise | Hovsepian | Beg | Foulkes | Frankola | Klein | Mills | Peake | Schmitt | Summers | | Accounting/Financial Management | | | ☑ | ☑ | ☑ | ☑ | | | | | Human Capital Management | ☑ | | ☑ | ☑ | | ☑ | | | | | Corporate Governance | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | | Cybersecurity | | | | ☑ | | | | | | | Marketing / Sales | ☑ | | ☑ | | ☑ | ☑ | | ☑ | | | Finance & Capital Markets | ☑ | | | ☑ | ☑ | ☑ | ☑ | | | | Mergers & Acquisitions | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | | Executive Leadership | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Global Business | ☑ | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Strategy | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Technology / Innovation | ☑ | | | ☑ | | ☑ | | ☑ | | | Artificial Intelligence | | | | ☑ | | ☑ | | | | | Industry Expertise | | | | | ☑ | | | ☑ | | | ESG | ☑ | | ☑ | ☑ | | | | ☑ | |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| Nominees and Continuing Directors |
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
Biographical information for each person nominated for election as a director at the Annual Meeting and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the Nominating and Governance Committee and our Board that each such person should continue to serve as a director.
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS
| OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS I DIRECTOR NOMINEES LISTED BELOW. |
Class I Directors Nominees
Class I Directors Nominees
Ronald W. Hovsepian
Ronald W. Hovsepian
Ronald W. Hovsepian
| Director Since: June 2021 Age: 64 | Experience: Ronald W. Hovsepian is the Chief Executive Officer and Executive Chair of the Board of Directors of Skillsoft Corp. since April 2024. He has served as a director of Skillsoft Corp. since June 2021 and previously served on the Audit, Talent and Compensation, and Nominating and Governance Committees until April 2024. In addition, he was the Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity from July 2018 to June 2021.* Mr. Hovsepian also serves as chairman of the board of directors of Ansys Inc. (Nasdaq: ANSS), the global leader in engineering simulation (since 2019), and previously served as its Lead Independent Director (from 2014 to 2019) and as non-executive Chairman (from 2014 to 2016). He has served on the Board of Directors at ValoHealth since 2019 and was Chairman for four years. Previously, he served as a director of Pegasystems Inc. (Nasdaq: PEGA), a software company empowering digital transformation (from January 2019 to June 2021). In addition, Mr. Hovsepian served as Chief Executive Officer of Indigo Ag, an agricultural technology company (from September 2020 to January 2024) and was previously a member of its Board of Directors (from 2019 to January 2024). Mr. Hovsepian has also been an executive partner at Flagship Pioneering, Inc., a venture capital firm focused on biotechnology and sustainability since October 2018. Mr. Hovsepian was President and Chief Executive Officer of Intralinks, a global provider of secure SaaS collaboration solutions and virtual data rooms (from 2011 to 2017) and following its acquisition by Synchronoss Technologies, Inc. (Nasdaq GS: SNCR) served as Synchronoss’s Chief Executive Officer until April 2017. Prior to Intralinks, Mr. Hovsepian served as President and Chief Executive Officer of Novell, Inc., where he started as Executive Vice President and President, Worldwide Field Operations. Mr. Hovsepian began his career at IBM, where he held a number of management and executive positions over a 16-year period. | | | Education: Mr. Hovsepian holds a BS from Boston College. | | | Qualifications and Expertise: Mr. Hovsepian was selected to serve on our Board based on his extensive business experience in the technology sector, public company chief executive officer experience, and public company board experience, and his significant knowledge of Skillsoft from his prior service with the Skillsoft predecessor entity. |
Ronald W. Hovsepian
*In June 2020, Software Luxembourg and specified affiliates (the “Skillsoft Prior Entities”) commenced voluntary “prepackaged” petitions for relief under Chapter 11 of the U.S. Bankruptcy Court for the District of Delaware. In August 2020, the Skillsoft Prior Entities completed a successful restructuring and emergence from Chapter 11.
Jim Frankola
Jim Frankola
Jim Frankola
| Independent Director Since: July 2024 Age: 60 Committee Service: • Audit • Talent and Compensation • Nominating and Governance | Experience: Jim Frankola has served as a member of the Board of Directors of Skillsoft Corp. since July 2024. Mr. Frankola serves as a member of the Board of Directors and Chair of the Audit Committee of Ansys, Inc. (Nasdaq: ANSS), the global leader in engineering simulation since March 2021. He also serves as a member of the Board of Directors of 23andMe Holding Co. (OTC:MEHCQ), a leading human genetics and preventative health company, since October 2024. Previously, Mr. Frankola served as a member of the Board of Directors of Cvent Holding Corp. (Nasdaq: CVT), a market-leading meetings, events and hospitality technology provider (from 2021 to 2023), and ActivIDentity Corporation, a credentials management and authentication company (from 2006 to 2010). He has also served as the Chief Financial Officer of Cloudera, Inc., an enterprise data cloud company (from 2012 to 2021) as well as Chief Financial Officer of Yodlee, Inc., a data aggregation and data analytics platform company (from 2010 to 2012) and the CFO of Ariba (from 2001-2008). Mr. Frankola has held various senior positions in financial and business management at several additional companies, including International Business Machines Corporation and Avery Dennison Corporation. In addition, Mr. Frankola serves as an advisor to early-stage artificial intelligence companies, Vectara and Narada. | | | Education: Mr. Frankola holds a BS in Accounting from Penn State University and a Master’s degree in International Business and Finance from NYU Stern School of Business. | | | Qualifications and Expertise: Mr. Frankola was selected to serve on our Board based on his extensive business experience in the technology sector, public company executive officer experience, and public company board experience. |
Peter Schmitt
Peter Schmitt
Peter Schmitt
| Director Since: June 2021 Age: 58 | Experience: Peter Schmitt has served as a member of the board of directors of Skillsoft Corp. since June 2021. He previously served as a director for Software Luxembourg, the Skillsoft predecessor entity, from August 2020 until June 2021. Dr. Schmitt serves as Industrial Advisor at EQT Partners AB (“EQT Partners”), a global investment organization listed on Nasdaq Stockholm (since May 2018) and as President at MEC Advisors LLC, an advisory firm (since October 2017). He is on the advisory board of ThermoAnalytics, Inc., a global developer of thermal, fluid-flow, and infrared modeling software (since 2019) as well as MAIT GmbH (since 2021), a provider of innovative and pioneering digital solutions, and xSuite Group GmbH (since 2022), a software manufacturer of intelligent applications automating document-based business processes, both 3i portfolio companies Previously, Dr. Schmitt served on the board of Innovyze LLC, a water infrastructure data analytics software provider, (from 2019 to 2021) and Zemax LLC, an optical design and simulation software provider (from 2018 to 2021), both EQT Partners portfolio companies which were sold in 2021, as well as Upchain, a cloud based product lifecycle management software company (from 2019 to 2021), which was also sold in 2021. He served on the advisory board of Blume Global, Inc., an Apollo portfolio company specializing in supply chain optimization, from 2021 until its sale in 2023. Dr. Schmitt previously served as Senior Vice President of IoT & Digital Twin at Cenit AG, a specialist in product lifecycle management, enterprise information management solutions and application management services listed on the Prime Standard of the German Stock Exchange (from 2018 to 2019). Prior to Cenit, Dr. Schmitt served as Executive Vice President of Global Sales & Operational Marketing at ESI Group (from 2015 to 2017) and Vice President at Dassault Systèmes (from 2000 to 2015). | | | Education: Dr. Schmitt holds a Diplom Ingenieur (equivalent to Master of Engineering in Mechanical Engineering) from Technical University of Karlsruhe, Germany and a Doctorate degree in Manufacturing Engineering from the University of Stuttgart, Germany. | | | Qualifications and Expertise: Dr. Schmitt was selected to serve on our Board based on his extensive business experience, including with international organizations, and his knowledge of Skillsoft from his prior service with the Skillsoft predecessor entity. |
Continuing Directors ‐– Class II Directors, serving until the 2026 Annual Meeting of Stockholders
Continuing Directors ‐– Class II Directors, serving until the 2026 Annual Meeting of Stockholders
Fahd Beg
Fahd Beg
Fahd Beg
| Independent Director Since: July 2024 Age: 46 Committee Service: • Nominating and Governance | Experience: Fahd Beg has served as a member of the Board of Directors of Skillsoft Corp. since July 2024. Mr. Beg has been an Investment Partner and part of the Investment Committee since December 2016 at Prosus N.V. and Naspers Ltd. (together, the “Prosus Group”), a global consumer internet group and one of the world’s largest technology investors and operators as well as the largest shareholder of the Company (as the indirect owner of MIH). He is also an Investment Partner of MIH Internet (UK) Ltd, a company in the Prosus Group. He also currently serves as a member of the Board of Directors of iFood Holdings B.V., a food delivery company operating in Brazil (since September 2023), a Prosus group portfolio company. Previously, Mr. Beg served as the Chief Operating Officer of the Prosus Group’s Edtech, Food and Ecommerce segments (from 2021 to 2024) and the Prosus Group’s Chief Investment Officer (from 2018 to 2021). He also previously served on the Board of Directors of several leading technology companies, each a Prosus Group portfolio company, including: Eruditus Learning Solutions Pte Ltd (January 2022 – November 2024); GoodHabitz (October 2022 – July 2024); Takealot Online (RF)(PTY) (October 2023 – March 2024); Dante International S.A. (November 2023 – May 2024); Good BidCo B.V. (October 2022 – June 2024); and eMag (November 2023 – May 2024). Prior to his relationship with the Prosus Group, Mr. Beg was a Managing Director and Head of European Internet Investment Banking at Citigroup, Inc. (NYSE: C). | | | Education: Mr. Beg holds a BA from McGill University and an MBA from INSEAD. | | | Qualifications and Expertise: Mr. Beg was selected to serve on our Board based on his broad business expertise, including significant experience in the education technology sector and with high growth companies. |
Michael S. Klein
Michael S. Klein
Michael S. Klein
| Director Since: June 2021 Age: 61 | Experience: Michael S. Klein has served as a member of the Board of Directors of Skillsoft Corp. since June 2021. He served as director for Churchill Capital Corp II, the predecessor listed company, since June 2019 and as well as the predecessor listed company’s Chief Executive Officer. Mr. Klein serves as Managing Partner of M. Klein and Company, a leading global financial and strategic advisory firm he founded in 2012. He is the controlling shareholder of M Klein Associates, Inc., a private company founded in 2012 and is the founder and managing member of Garden State Capital Partners LLC, a private company founded in 2018. Mr. Klein also currently serves as Chief Executive Officer and Chairman of Churchill Capital Corp IX (Nasdaq: CCIX) and Churchill Capital Corp X (Nasdaq CCCXU), publicly-traded special purpose acquisition companies whose sponsor is an affiliate of M. Klein and Company. In addition, Mr. Klein serves on the board of directors of Claritev (NYSE: CTEV), formerly known as Multiplan, Inc., a technology, data and insights company focused on healthcare, which merged with Churchill Capital Corp III in October 2020. Prior to the merger, he served as the Chief Executive Officer and Chairman of Churchill Capital Corp III (since February 2020). Mr. Klein also serves on the board of directors of Oklo, Inc. (NYSE: OKLO), a nuclear fuel recycling and fast fission power plant developer, which, in May 2024, merged with AltC Acquisition Corp., a publicly-traded special purpose acquisition company (“AltC”). Mr. Klein was the Chairman of the board of directors of Alt C (from 2021 to 2024). Mr. Klein is also a director of Magic Leap, a private company specializing in transparent optics technology and highly-precise, scalable optics manufacturing (since 2020), TBG AG, a private investment company (since 2013), Evolution Media Capital, a private sports media financial advisory company (since 2024), and various charitable organizations. Previously, Mr. Klein was the Co-Founder and Chairman of Churchill Capital Corp IV, a publicly-traded special purpose acquisition company formed in July 2020. Churchill Capital Corp IV merged with Lucid Motors (Nasdaq: LCID), a technology company focused on electric vehicles, in July 2021. Mr. Klein also served on the board of directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. He was also the co-founder and Chairman of Churchill Capital Corp, a publicly-traded special purpose acquisition company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Plc. until October 2020. In addition, Mr. Klein previously served on the boards of Churchill Capital Corp V, VI and VII. Mr. Klein is a strategic advisor to companies, governments, and investors, with over 30 years in investment banking, including senior leadership roles at Citi and Salomon Smith Barney. | | | Education: Mr. Klein holds a BS from The Wharton School of the University of Pennsylvania, with concentrations in finance and accounting. | | | Qualifications and Expertise: Mr. Klein was selected to serve on our Board based on his significant investment banking and strategic advisory experience. |
Lawrence H. Summers
Lawrence H. Summers
Lawrence H. Summers
| Independent Director Since: June 2021 Age: 70 Committee Service: • Nominating and Governance | Experience: Lawrence H. Summers has served as a member of the Board of Directors of Skillsoft Corp. since June 2021 and as the Lead Independent Director since August 2024. Dr. Summers serves as the Charles W. Eliot University Professor & President Emeritus of Harvard University (since January 2011) and is the Weil Director of the Mossavar-Rahmani Center for Business and Government at Harvard’s Kennedy School (since 2009). Dr. Summers is also an advisor to The Hamilton Project (since 2005), The Hutchins Center on Fiscal & Monetary Policy (since 2009), and the Peterson Institute for International Economics (since 2006). He is a distinguished senior fellow at the Center for American Progress (since 2012). In addition, Dr. Summers chairs the board of the Center for Global Development (since 2014) and serves on the board of the Andersen Institute of Economics (since 2023). He also serves on the international advisory board of Santander (NYSE: SAN), a leading retail and commercial bank (since 2016). Dr. Summers also serves on the Board of Directors of OpenAI, a private research organization that develops artificial intelligence (since 2023) and serves on the Board of Directors of ONE, a global organization focused on fighting extreme poverty and preventable disease (since 2012). Previously, Dr. Summers served as a director of Doma Holdings, Inc. (NYSE: DOMA), a real estate technology company (from September 2019 to September 2024). He also served as Director of the White House National Economic Council in the Obama Administration (from 2009 to 2010) and served as President of Harvard University (from 2001 to 2006). Dr. Summers has served in various other senior policy positions, including as Secretary of the Treasury in the Clinton Administration and Chief Economist of the World Bank. Dr. Summers also served on the Board of Directors of LendingClub Corporation (from 2012 to May 2018) and of Block, Inc. (from 2011 to March 2024). | | | Education: Dr. Summers holds a BS in Economics from the Massachusetts Institute of Technology and a PhD in Economics from Harvard University. | | | Qualifications and Expertise: Dr. Summers was selected to serve on our Board based on his extensive economic, financial, and business experience. |
Continuing Directors – Class III Directors, serving until the 2027 Annual Meeting of Stockholders
Continuing Directors – Class III Directors, serving until the 2027 Annual Meeting of Stockholders
Helena B. Foulkes
Helena B. Foulkes
Helena B. Foulkes
| Independent Director Since: June 2021 Age: 60 Committee Service: • Audit • Talent and Compensation (Chair) • Nominating and Governance | Experience: Helena B. Foulkes has served as a member of the Board of Directors of Skillsoft Corp. since June 2021. Ms. Foulkes is currently a member of the Board of Directors of Costco Wholesale Corporation (Nasdaq: COST), a membership warehouse club (since August 2023) where she is a member of the Audit Committee, the Executive Chair of PM Pediatrics, a business with 90 urgent care clinics supporting children (since 2023), the Executive Chair of the Board of Directors of Follett Higher Education Group, an educational service provider and omnichannel retailer (since 2022), and a member of the Board of Directors of Harry’s, Inc., a consumer packaged goods company (since 2000). Previously, Ms. Foulkes served as the Chief Executive Officer and a member of the Board of Directors of Hudson’s Bay Company (“HBC”), a multinational retailer, (from February 2018 to March 2020), and as a member of the Board of Directors of Home Depot, Inc. (NYSE: HD), a home improvement goods retailer (from September 2013 to October 2021). Prior to HBC, she served as Executive Vice President of CVS Health Corporation (NYSE: CVS), an integrated pharmacy health care provider and retailer (from 2014 to 2018), and President of CVS Pharmacy (2014 to 2018). At CVS, Ms. Foulkes also served as Executive Vice President and Chief Health Care Strategy and Marketing Officer, Executive Vice President and Chief Marketing Officer, Senior Vice President of Health Services of CVS Pharmacy, Senior Vice President, Marketing and Operations Services, and Senior Vice President, Advertising and Marketing. In addition, Ms. Foulkes held positions in Strategic Planning, Visual Merchandising, and Category Management during her 20-plus years with CVS. | | | Education: Ms. Foulkes holds an AB from Harvard College and an MBA from Harvard Business School. | | | Qualifications and Expertise: Ms. Foulkes was selected to serve on our Board based on her extensive business experience, including public company chief executive officer experience, marketing experience and her role as a board member of prominent companies. |
Karen G. Mills
Karen G. Mills
Karen G. Mills
| Independent Director Since: June 2021 Age: 71 Committee Service: • Audit (Chair) • Talent and Compensation | Experience: Karen G. Mills has served as a member of the Board of Directors of Skillsoft Corp. since June 2021. She served as director for Churchill Capital Corp II, Skillsoft’s predecessor listed company, since June 2019. Ms. Mills is a Senior Fellow at the Harvard Business School since January 2014 focusing on economic policy, U.S. competitiveness, entrepreneurship, and innovation. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products, and technology-enabled solutions businesses. She also serves as Vice Chair of the National Bureau of Economic Research and is a member of the Harvard Corporation. Ms. Mills was previously a member of the Board of Directors of Clarivate Plc (NYSE: CLVT), a global provider of transformative intelligence (from May 2019 to January 2021). She was also a member of the Board of Directors of Churchill Capital Corp III and IV (from October 2020 to July 2021), Churchill Capital Corp V (from December 2020 to October 2023), Churchill Capital Corp VI (from February 2021 to December 2023) and Churchill Capital Corp VII (from February 2021 to August 2024). The Churchill group of companies are publicly-traded special purpose acquisition companies sponsored by an affiliate of M. Klein and Company. In addition, Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration (from April 2009 to August 2013). | | | Education: Ms. Mills holds an AB in Economics from Harvard University, Magna Cum Laude, and earned an MBA from Harvard Business School. | | | Qualifications and Expertise: Ms. Mills was selected to serve on our Board based on her expertise in strategic and financial matters, business structure and growth, leadership, as well as her significant board of director experience. |
Paul Peake
Paul Peake
Paul Peake
| Independent Director Since: June 2021 Age: 42 Committee Service: • Talent and Compensation | Experience: Paul Peake has served as a member of the Board of Directors of Skillsoft Corp. since July 2024. Mr. Peake is the General Counsel Food, B2C and Edtech since January 2020 for the Prosus Group, a global consumer internet group and one of the world’s largest technology investors and operators, as well as the largest shareholder of the Company (as the indirect owner of MIH), where he oversees all legal aspects of the Prosus Group’s investments across food delivery, ecommerce and edtech. He currently serves on the board of several privately held Prosus Group portfolio companies, including iFoods Holdings B.V., a food delivery company operating in Brazil (since September 2023) and Takealot Group, an ecommerce company based in South Africa (since March 2022). Previously, Mr. Peake served as a member of the Board of Directors of HeyBlu IFN S.A., a non-banking financial services company (from December 2022 to October 2023) and as a member of the supervisory board of Flink SE, an on-demand grocery delivery service based in Germany (from May 2023 to August 2024). Prior to his relationship with the Prosus Group, Mr. Peake spent five years at eBay group holding various senior positions including Head of Legal for StubHub Inc.’s international business (from September 2014 to January 2020). Prior to eBay, he worked for global organizations including Federation Internationale de Football Association (FIFA), adidas, Volkswagen Group and the United Nations. Mr. Peake started his career as a private practice lawyer in London with Shoosmiths LLP. He has more than 15 years of professional experience with more than a decade of experience holding senior positions in global internet companies. | | | Education: Mr. Peake qualified as a lawyer from Nottingham Law School followed by a Master’s degree in EU Competition Law from King’s College London. | | | Qualifications and Expertise: Mr. Peake was selected to serve on our Board based on his extensive business and legal experience, including in global internet companies. |
Role of the Board in Risk Oversight
| • | Our Compensation Committee receives updates on trends and developments in compensation and related matters from its independent compensation consultant throughout the year to assist in evaluating whether any of our compensation policies and programs have the potential to encourage excessive risk. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Compensation of Non-Employee Directors |
DIRECTOR COMPENSATION
For fiscal 2025, our non-employee director compensation program consisted of an annual cash retainer of $50,000 (“Annual Retainer”), payable in substantially equal quarterly installments in arrears, the additional annual cash retainers described below, and an equity grant valued at $200,000. The annual equity award is typically made in connection with the annual meeting for the year and was based on the prior 90-trading day average stock price. For fiscal 2025, this resulted in 20,306 restricted stock units (valued at issuance at approximately $336,064 for those restricted stock units granted in July 2024 and approximately $294,604 for the restricted stock units granted in August 2024 to a new director whose term began following our last annual meeting). The value at issuance differed from $200,000 as a result of the difference between our stock price on the issuance date as compared to the 90-day average. The restricted stock units vest on the first anniversary of the grant date or the date of the next annual meeting of stockholders, whichever is earlier, subject to the director’s continued service on such vesting date. Directors may elect to defer receipt of 100% of the shares underlying their annual equity award until the earlier of (i) 30 days following a separation from service, and (ii) a change in control event under the Skillsoft Corp. 2020 Omnibus Incentive Plan, as amended (the “2020 Plan”). Additionally, on an annual basis, the chairperson of the Board receives an additional cash retainer of $50,000 and the Lead Director receives an additional cash retainer of $25,000. The chairpersons of our three standing committees receive an additional cash retainer of $25,000 and directors who serve on a standing committee receive an additional cash retainer of $10,000 for each such committee. Any such amounts are payable in substantially equal quarterly installments in arrears. Effective August 1, 2024, the Board voted to waive the general Annual Retainer of $50,000 through August 1, 2025; however, the Board may vote to reinstate the Annual Retainer at any time. Directors received a pro-rated portion of the Annual Retainer in fiscal 2025 for the period served prior to August 1, 2024. The additional annual cash retainers were not waived. Each of our directors is also reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings. The current MIH Directors are not compensated for their service as directors.
DIRECTOR COMPENSATION
| Director Compensation Table for Fiscal 2025 |
DIRECTOR COMPENSATION
The table below sets forth the compensation of all our non-executive directors for fiscal 2025. Mr. Hovsepian’s compensation for the time that he was a director prior to being named Executive Chair in April 2024 is included in the Summary Compensation Table. Mr. Tarr, who retired as the Company’s Chief Executive Officer and a member the Board in April 2024, did not receive any compensation for his service as a director in fiscal 2025.
DIRECTOR COMPENSATION
| | Fees earned or paid in cash | Stock Awards | Total | | Name | ($)* | ($) (9) | ($) | | Fahd Beg (1) | $- | $- | $- | | Helena B. Foulkes (2) | $57,997 | $336,064 | $394,061 | | Jim Frankola (3) | $15,591 | $294,640 | $310,231 | | Michael S. Klein (4) | $25,000 | $336,064 | $361,064 | | Karen G. Mills (5) | $60,000 | $336,064 | $396,064 | | Paule Peake (1) | $- | $- | $- | | Peter Schmitt (4) | $25,000 | $336,064 | $361,064 | | Lawrence H. Summers (6) | $51,989 | $336,064 | $388,053 | | Patrick Kolek (7) | $45,780 | $- | $45,780 | | Lawrence C. Illg (8) | $27,903 | $- | $27,903 |
DIRECTOR COMPENSATION
* References to “pro-rated” cash director fees in the footnotes below refer to cash fees received by such director for the period of such director’s service on the Board and/or a committee of the Board, as applicable, during fiscal 2025.
DIRECTOR COMPENSATION
| (1) As MIH Directors, Messrs. Beg and Peake did not receive any compensation in fiscal 2025. |
DIRECTOR COMPENSATION
| (2) Ms. Foulkes’ cash director fees consisted of annual fees of $10,000 for service as a member of the Audit Committee; and prorated annual fees as follows: (i) $25,000 for the Annual Retainer; (ii) $18,758 for service as Chair of the Compensation Committee; and (iii) $4,239 for service as a member of the Nominating and Governance Committee. |
DIRECTOR COMPENSATION
| (3) Mr. Frankola’s cash director fees consisted of prorated annual fees as follows (i) $1,733 for the Annual Retainer; (ii) $5,380 for service as a member of the Audit Committee; (iii) $4,239 for service as a member of the Compensation Committee; and (iv) $4,239 for service as a member of the Nominating and Governance Committee. |
DIRECTOR COMPENSATION
| (4) Messrs. Klein and Schmitt’s cash director fees consisted of a prorated Annual Retainer of $25,000. |
DIRECTOR COMPENSATION
| (5) Ms. Mills’ cash director fees consisted of (i) $25,000 for her service as Chair of the Audit Committee and (ii) $10,000 for her service as a member of the Compensation Committee; and a prorated annual fee of $25,000 for the Annual Retainer. |
DIRECTOR COMPENSATION
| (6) Dr. Summers’ cash director fees consisted of prorated annual fees as follows: (i) $25,000 for the Annual Retainer; (ii) $5,793 for service as a member of the Nominating and Governance Committee; (ii) $10,598 for service as Chair of the Nominating and Governance Committee; and (iii) $10,598 for his service as Lead Director. |
DIRECTOR COMPENSATION
| (7) Mr. Kolek’s cash director fees consisted of prorated annual fees as follows: (i) $23,098 for the Annual Retainer; (ii) $8,596 for his service as Chair of the Board; (iii) $2,537 for his service as a member of the Audit Committee; and (iv) $11,549 for his service as Chair of the Nominating and Governance. Mr. Kolek’s service as a director ended on July 18, 2024. | | (8) Mr. Illg’s cash director fees consisted of prorated annual fees as follows: (i) $23,098 for the Annual Retainer and (ii) 4,805 for service as a member of the Compensation Committee. Mr. Illg’s service as a director ended on July 18, 2024. | | (9) On July 19, 2024, each non-employee director, other than Mr. Beg, Mr. Peake and Mr. Frankola, received an award of 20,306 restricted stock units for fiscal 2025. Mr. Frankola received an award of 20,306 restricted stock units on August 29, 2024. The grant date fair value of such restricted stock units was computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures at $16.55 per share for the July 2024 grants and $14.51 per share for the August grant. All such restricted stock units will vest on the first anniversary of the grant date, or the date of the next annual meeting of stockholders, whichever is earlier. The amounts above include those shares deferred by certain of our non-employee directors at their election. Please see Security Ownership of Certain Beneficial Owners and Management for additional information on shares that our directors own, including those shares that such directors have elected to defer. As of January 31, 2025, the aggregate number of outstanding equity awards (consisting solely of unvested restricted stock units) held by each non-employee director (other than the MIH Nominees) was 20,306. See Notes 2 and 17 to our financial statements included in our 2025 Form 10-K for descriptions of the methodologies and assumptions we used to value restricted stock unit awards. |
EXECUTIVE COMPENSATION
| Fiscal 2025 Summary Compensation Table |
EXECUTIVE COMPENSATION
| Name and principal | Fiscal | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan compensation | All other compensation | | | position | Year | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | ($)(5) | Total ($) | | Ronald W. Hovsepian (6) | 2025 | $639,063 | $1,500,000 | $7,540,000 | — | $4,569,044 | — | $14,248,107 | | Executive Chair and | | | | | | | | | | Chief Executive Officer | | | | | | | | | | Apratim Purakayastha | 2025 | $540,750 | $200,000 | $1,489,500 | — | $365,006 | $3,000 | $2,598,256 | | GM, Talent | | | | | | | | | | Development Solutions | 2024 | $536,812 | — | $2,071,961 | — | — | $10,620 | $2,619,393 | | Richard Walker | 2025 | $540,750 | | $1,285,000 | — | $369,062 | $6,150 | $2,200,962 | | Chief Financial Officer | | | | | | | | | | | 2024 | $536,812 | — | $2,233,706 | — | — | $4,000 | $2,774,518 | | Former Officer(s) | | | | | | | | | | Jeffrey R. Tarr (7) | 2025 | $213,608 | — | — | — | — | $1,268,426 | $1,482,034 | | Chief Executive Officer | | | | | | | | | | and President | 2024 | $766,875 | — | $3,529,500 | — | — | $10,444 | $4,306,819 |
Mr. Walker
| Outstanding Equity Awards at Fiscal 2025 Year-End |
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 SEC Regulation S-K, we are providing the following information regarding the relationship between NEO compensation actually paid and certain financial performance measures of the Company for the fiscal years shown. The following table presents information regarding our executive compensation pay relative to corporate performance of Ronald Hovsepian, our current principal executive officer (“PEO”), Jeff Tarr, our prior PEO (“Former PEO”), and non-PEO named executive officers (“non-PEO NEOs”) for fiscal 2024 and fiscal 2025.
PAY VERSUS PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO (Hovsepian) (1) | Summary Compensation Table Total for Former PEO (Tarr)(2) | Compensation Actually Paid to PEO (Hovsepian) (3) | Compensation Actually Paid to Former PEO (Tarr)(4) | Average Summary Compensation Table Total for Non-PEO NEOs (5) | Average Compensation Actually Paid to non-PEO NEOs (6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) (7) | Net Income (in thousands) (8) | | 2025 | $14,248,107 | $1,482,034 | $20,864,820 | $1,536,676 | $2,399,609 | $4,292,020 | $78 | $(121,908) | | 2024 | - | $4,306,819 | - | $120,636 | $2,696,956 | $599,389 | $36 | $(349,285) |
PAY VERSUS PERFORMANCE
| (1) Reflects compensation amounts reported in the “Summary Compensation Table” for Ronald Hovsepian, the PEO, from April 16, 2024 to January 31, 2025. |
PAY VERSUS PERFORMANCE
| (2) Reflects compensation amounts reported in the “Summary Compensation Table” for Jeffrey Tarr, the PEO from February 1, 2023 to April 16, 2024. |
PAY VERSUS PERFORMANCE
| (3) “Compensation Actually Paid” to Mr. Hovsepian in fiscal 2025 reflects the amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amount in this column does not reflect the amount of compensation earned by or paid to Mr. Hovsepian during the applicable year. |
PAY VERSUS PERFORMANCE
| (4) “Compensation Actually Paid” to Mr. Tarr in each of fiscal 2025 and fiscal 2024 reflects the respective amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amount reflected in this column does not reflect the actual amount of compensation earned by or paid to Mr. Tarr during the applicable year. |
PAY VERSUS PERFORMANCE
| (5) The non-PEO NEOs for each of fiscal year 2025 and fiscal year 2024 were Richard Walker, Chief Financial Officer and Apratim Purakayastha, GM, Talent Development Solutions. |
PAY VERSUS PERFORMANCE
| (6) Average “Compensation Actually Paid” for our non-PEO NEOs in each of fiscal 2025 and fiscal 2024 reflets the average respective amounts set forth in the “total compensation” column of the Summary Compensation Table, adjusted as set forth in the table below. The dollar amounts reflected in this column do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable fiscal year. |
PAY VERSUS PERFORMANCE
| (7) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement period commencing on February 1, 2023 and ending on January 31, 2025 and January 31, 2024, respectively. |
PAY VERSUS PERFORMANCE
| (8) Reflects the Company’s net income as reported in its consolidated statements of income included in its Annual Reports on Form 10-K for each of fiscal 2024 and fiscal 2025. |
PAY VERSUS PERFORMANCE
| | PEO Ronald W. Hovsepian | | Former PEO Jeffrey R. Tarr | | Non-PEO NEO Average | | | | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | | Summary Compensation Table Total | 14,248,107 | - | 1,482,034 | 4,306,819 | 2,399,609 | 2,696,956 | | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (7,540,000) | | - | (3,529,500) | (1,387,250) | (2,152,834) | | Add: Fiscal Year-End Fair Value of All Awards Granted During the Fiscal Year that are Outstanding and Unvested as of Such Fiscal Year-End | 12,187,500 | - | - | 920,400 | 2,400,000 | 659,132 | | Add: Year-Over-Year Difference of Fiscal Year-End Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested as of Applicable Fiscal Year-End | - | - | 233,708 | (1,099,414) | 990,252 | (519,353) | | Add: Fair Value as of Vest Date for awards that are granted and vest in the same year. | 1,955,938 | - | - | - | - | - | | Add: Difference in Fair Value Between Prior Fiscal Year-End and Vest Date for Awards Granted in Prior Fiscal Years that Vested During or at the end of the Applicable Fiscal Year | 13,275 | - | (179,065) | (477,670) | (110,591) | (84,512) | | Less: Fair Value at Prior Fiscal Year-End of Any Awards Granted in any prior Fiscal Year that Fail to Meet Applicable Vesting Conditions During or at the end of the Applicable Fiscal Year | - | - | - | - | - | - | | Add: The dollar value of any dividends or earnings paid on equity awards | - | - | - | - | - | - | | Compensation Actually Paid | 20,864,820 | - | 1,536,676 | 120,636 | 4,292,020 | 599,389 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The graphs below provide a description of Compensation Actually Paid (“CAP”) and the following measures:
Analysis of the Information Presented in the Pay Versus Performance Table
| ● | the Company’s cumulative TSR and |
Analysis of the Information Presented in the Pay Versus Performance Table
| ● | the Company’s Net Income |