Barnes & Noble Education (BNED) Board Updates

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Barnes & Noble Education, Inc. (NYSE: BNED), a leading provider of solutions for the education industry, today announced the appointment of three new independent directors, Mario Dell’Aera, Jr., Kathryn (“Kate”) Eberle Walker and Denise Warren, to the Company’s Board of Directors (the “Board”), effective immediately. The Company has also appointed Rory Wallace, Chief Investment Officer of Outerbridge Capital Management, LLC (“Outerbridge”), to the Board of Directors as an independent director under its renewed cooperation agreement with Outerbridge. Additionally, Lowell W. Robinson and Zachary Levenick left the Board of Directors, effective immediately.

“The appointments of Mario, Kate and Denise are the culmination of a comprehensive search process and mark significant progress in our commitment to freshen the Board with additional skills, experience and diversity,” said the Vice Admiral John R. Ryan, Chairman of the Board, Barnes & Noble Education. “Each of these directors brings significant and highly relevant experience, providing additional financial, operational and industry expertise to enhance the execution of our strategy.”

“On behalf of the Board of Directors, I would like to thank Lowell and Zack for their valuable contributions and years of service to the company,” Vice Admiral Ryan continued. “We have appreciated their insights and contributions throughout their tenure on the board, especially as we have weathered the challenges of the pandemic over the past two years. We wish them the best in their future endeavours. »

“We are delighted to welcome Mario, Kate, Denise and Rory to the board,” said Michael P. Huseby, managing director of Barnes & Noble Education. “We believe that adding these new perspectives will help us continue our momentum to generate profitable growth within the NDEB and expand our leadership in education as we provide the best solutions for our students, schools and communities. partners and that we are increasing value for our shareholders.”

The company will set forth the recommendation of the board of directors regarding the election of directors in the company’s definitive proxy statement and other documents, which will be filed with the United States Securities and Exchange Commission and made available available to all shareholders entitled to vote at the 2022 BNED annual meeting. Shareholders. Details regarding the 2022 Annual Meeting will be announced in due course.

New independent directors

Mario R. Dell’Aera, Jr.
Mario Dell’Aera previously served as Senior Audit Partner and Chief Operating Officer of US 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 operating $3.0 billion. He brings nearly 40 years of accounting experience serving major global public and private companies in the information, communications and entertainment industries. From 2012 to 2019, he was Senior Audit Partner for KPMG’s financial services audit practice, comprising banking, capital markets, insurance, asset management and property companies. In addition to his in-depth audit and operational expertise, Mr. Dell’Aera brings a proven track record of leadership, innovation and support for public companies in strategic transformation and financing operations.

Kate Eberle Walker
Kate Eberle Walker is currently the Chief Executive Officer and Chair of the Board of Presence Learnings Inc., a provider of teletherapy solutions for special education. She brings over 20 years of experience leading educational organizations and proven experience in creating value through her expertise in human capital management, finance, mergers and acquisitions and strategy development. From 2015 to 2017, she was Managing Director of The Princeton Review and Tutor.com, and Chief Financial Officer and Chief Strategy Officer from 2014 to 2015. Ms. Walker began her career in investment banking at Goldman Sachs. She is currently principal of Babbel, Testing Mom, and Prospect schools, and administrator of the International School of Brooklyn. Ms. Walker previously served on the board of Rosetta Stone from 2019 until the company was acquired by Cambium Learning Group Inc. in 2020.

Denise Warren
Denise Warren is currently the Founder and CEO of Netlyst, LLC, an advisory and consulting practice focused on growing digital businesses and scaling consumer and business recurring revenue streams. She brings extensive experience on the board of directors of public companies and has a proven track record in growing and operating profitable, recurring revenue businesses in the media and publishing industry, as well as in leading transformational digital change in marketing, products and sales. Prior to founding Netlyst, Ms. Warren served as President of Digital and Managing Director of East Coast Publishing for Tribune Publishing from 2015 to 2016. For more than 25 years, she held numerous positions at The New York Times Company as Vice – executive president. president of digital products and services; managing director, nytimes.com; director of publicity; senior vice president of strategic planning; and director of marketing. Ms. Warren is currently an independent director of Taylor Morrison Home Corporation (NYSE: TMHC) and previously served as a director and chair of the Nominating and Governance Committee of Monotype Imaging, and a director of Electronic Arts (NASDAQ: EA).

Rory Wallace
Rory Wallace is currently Founder and Chief Investment Officer of Outerbridge Capital Management, LLC, a private equity fund investment advisor. He brings deep financial and operational knowledge in the technology, media, retail and education sectors, as well as a strong background in advising public companies on capital markets management. Prior to founding Outerbridge, Mr. Wallace was Founder and Chief Investment Officer of DHC Asset Management, LLC, an investment advisor that focused its investments on technology, media and retail. Earlier in his career, Mr. Wallace held various positions at Straus Asset Management LLC, an investment management firm, including as an analyst and later as a portfolio manager.

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