Barnes & Noble Education, Inc.

The Compensation Committee is responsible for establishing, implementing and overseeing our compensation program, and reviews and approves our compensation philosophy and objectives. Consistent with its charter, the Compensation Committee annually reviews and approves the base salary, annual incentive opportunity, long-term incentive opportunity, 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 Committee exercises independent judgment in establishing executive compensation and considers a variety of factors, including the Company’s financial and operating performance, the executive’s individual performance, the scope of the executive’s responsibilities, internal pay relationships, the design of existing compensation arrangements and the Company’s compensation philosophy. The Compensation Committee does not apply a fixed formula or assign a specific weighting to these factors, but instead exercises its business judgment in determining the overall compensation of each executive officer.

The compensation of our Chief Executive Officer is determined by the Compensation Committee in executive session. The Chief Executive Officer evaluates the performance of each of the other executive officers and provides recommendations to the Compensation Committee regarding their compensation. While the Compensation Committee considers the Chief Executive Officer’s recommendations, the Compensation Committee independently reviews and determines the compensation of each executive officer. The Compensation Committee reviews each element of compensation individually, as well as the overall compensation package for each executive officer, to ensure that the program appropriately rewards performance, supports retention and aligns management’s interests with those of our stockholders.

Neither the Compensation Committee nor management retained or received advice from an independent compensation consultant during Fiscal 2026 in connection with the determination or recommendation of the amount or form of executive or director compensation. Instead, the Compensation Committee based its decisions on its independent judgment after considering the factors described above and publicly available information regarding executive compensation practices that the Compensation Committee believed to be relevant.