Barnes & Noble Education, Inc.

Elements of Pay

Our compensation structure is primarily composed of base salary, performance-based annual incentive compensation and performance-based and time-vested long-term equity incentives.

Base Salary

We pay our NEOs a base salary to provide them with a guaranteed minimum compensation level for their services. An NEO’s base salary is determined by evaluating the external competitive marketplace, internal equity and individual contributions.

Performance-Based Annual Incentive Compensation

Historically, our NEOs have been eligible to receive an annual bonus tied to predetermined performance criteria. The annual incentive plan approved for Fiscal 2026 had been based on targets set prior to our restatement of financial information for certain periods in fiscal 2024 and fiscal 2025, and was not attained in light of the restatement. However, the Compensation Committee retained the discretion to award individual discretionary bonuses based upon Fiscal 2026 results and other relevant considerations. Following a review of performance and such considerations, the Compensation Committee approved discretionary bonuses to Mr. Shar in the amount of $200,000 and Mr. Neumann in the amount of $30,000.

Long-Term Equity Incentives

Long-term equity incentives are a critical component of the Company’s compensation program. They are designed to promote the Company’s long-term financial interests and growth, to attract, motivate, and retain key employees, and to align the interests of management with those of the Company’s stockholders. The Company grants long-term equity incentive awards under the Company’s Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), which is administered by the Compensation Committee. The Compensation Committee reviews, discusses and approves the types and number of awards made to senior management, including the NEOs, and approves the terms, conditions and limitations applicable to each award. Although the Compensation Committee does not follow a policy of making annual equity grants, it reviews the Company’s long-term incentive program each year and determines whether additional grants are appropriate based on the Company’s circumstances and the outstanding equity incentives held by executives.

Fiscal 2025 PSU Awards. The Company has granted PSUs to employees (including our NEOs) in Fiscal 2025 that include both a service condition and market condition in order for PSUs to vest (and such PSU awards granted prior to February 1, 2025 were amended effective February 1, 2025 to clarify certain vesting terms) (the “Fiscal 2025 PSU Awards”). As amended, 1/3 of the target number of PSUs become eligible to vest upon the Company’s Common Stock achieving a price per share (measured using a 100-day average volume weighted average price (“VWAP”)) for each of three tranches of $10, $15, and $20, respectively. In the case of the first tranche, the VWAP was measured based on a 100 calendar day average and has been satisfied, and such first tranche PSUs vested on September 20, 2025 subject to the employee’s continued employment through such date, although in the case of Covered Persons and certain other key employees, such vesting was suspended for a period of time –see Recovery of Erroneously Awarded Compensation on page 34. In the case of the second and third tranches, the VWAP is measured based on a 100 trading day average, and upon achievement of such tranche 50% of the PSUs associated with such tranche would vest on the later of September 20, 2026 (the second anniversary of the grant date) and the date of achievement of the milestone, and the remaining 50% of the PSUs associated with such tranche would vest on the later of September 20, 2027 (the third anniversary of the grant date) and the date of achievement of the milestone. There is a period of seven years from the grant date in order to achieve the specific target share price performance milestones.

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, other than the Company’s recently reinstituted matching program, which is only available to employees whose annual compensation does not exceed $200,000. The 401(k) plan provides our employees, including our NEOs, with a way to accumulate tax-deferred savings for retirement. In fiscal 2026, the Company’s 401(k) plan match was a discretionary year end contribution. In July 2026, the Compensation Committee approved a matching program, whereby participating employees whose annual compensation does not exceed $200,000 can receive a 50% match up to 3% of their eligible compensation. 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 28.

Severance and Change of Control Payments and Benefits. Messrs. Shar, Snagusky, and Neumann 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. 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 material terms of these agreements, as in effect for Fiscal 2026, are described in the section entitled “Narrative to the Summary Compensation Table – Employment Arrangements with the Named Executive Officers.”