| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 11, 2024, Mr. Michael P. Huseby resigned as Chief Executive Officer of Barnes & Noble Education, Inc. (“BNED” or the “Company”). Pursuant to the terms of that certain Letter Agreement between Mr. Huseby and the Company dated April 15, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 16, 2024, Mr. Huseby will receive a severance amount of $750,000, less applicable withholdings and deductions, following his execution of a release of claims against the Company, and an additional $750,000 in six months. Mr. Huseby has agreed to provide transition services to the Company of up to 20 hours per month for a six-month period following his departure.
Effective on June 11, 2024, the Board of Directors of the Company appointed Mr. Jonathan Shar, age 55, to the position of Chief Executive Officer. There were no changes to Mr. Shar’s compensation as a result of the appointment.
Mr. Shar has served as the Company’s Executive Vice President, BNED Retail and President, Barnes & Noble College Booksellers, LLC since October 2021. Prior to that, he served as Executive Vice President, Retail. Previously, Mr. Shar served as Senior Vice President, Revenue and Product Development for the Company. Prior to joining BNED in 2018, Mr. Shar was Chief Marketing Officer at Akademos, Inc., an e-commerce and digital marketing company that provides online bookstore services, from 2014 to 2018. He previously was the General Manager of NOOK Digital Content at Barnes & Noble, Inc. where he oversaw business development, product development and marketing for the Global NOOK Newsstand, NOOK Video and NOOK Apps digital businesses. Prior to his nearly five years with NOOK, he served as Senior Vice President and General Manager at CNNMoney, responsible for the CNNMoney website and mobile franchise. Prior to that, he was Vice President of Consumer Marketing at Sports Illustrated Group and Director of Consumer Marketing for FORTUNE Magazine Group.
There are no family relationships between Mr. Shar and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Mr. Shar or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.