Companies Barnes & Noble Education, Inc.
Barnes & Noble Education (BNED): executive pay, fiscal 2026
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CEO pay, last three years
- $1,158,097FY2024
- $4,231,272FY2025
- $795,540FY2026
CEO total pay was $795,540 in fiscal 2026, down from $4,231,272 in fiscal 2025.
FY2026: salary $594,231 · bonus $200,000 · stock awards $0 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jonathan Shar | $594,231 | $200,000 | $0 | $0 | — | $0 | $1,310 | $795,540 |
| Chief Executive Officer | ||||||||
| Christopher Neumann | 450,000 | 30,000 | 0 | 0 | — | 0 | 1,310 | 481,310 |
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||
| Jason Snagusky | 400,000 | 0 | 0 | 0 | — | 0 | 1,310 | 401,310 |
| Executive Vice President, Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Jonathan Shar | $795,540 | $4,231,272 | $1,158,097 | ↓ −3,435,732 |
| Christopher Neumann | 481,310 | 748,322 | — | ↓ −267,012 |
| Jason Snagusky | 401,310 | 1,174,859 | — | ↓ −773,549 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2026
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jonathan Shar | PSU | 2024-09-20 | — | — | 360,000 | — | $3,458,400 |
| Jason Snagusky | PSU | 2024-09-20 | — | — | 20,000 | — | — |
| Christopher Neumann | PSU | 2025-03-12 | — | — | 80,000 | — | — |
| Jason Snagusky | PSU | 2025-02-21 | — | — | 60,000 | — | — |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jonathan Shar | $0 | $3,458,400 | $0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2026
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jonathan Shar | RSU | 396 | — | $1,080 |
| Jonathan Shar | RSU | 428 | — | 1,330 |
| Jason Snagusky | PSU | 20,000 | — | 205,400 |
| Jason Snagusky | PSU | 60,000 | — | 616,200 |
| Christopher Neumann | PSU | 80,000 | — | 821,600 |
| Jonathan Shar | PSU | 360,000 | — | 1,118,692 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| William C. MartinNot independent · Board Chair · Strategy and Operational Review Committee | $300,000 | $245,114 | $0 | — | $0 | $545,114 |
| Eric SingerNot independent · Strategy and Operational Review Committee (Chair) | 275,000 | 245,114 | 0 | — | 0 | 520,114 |
| Kathryn Eberle WalkerIndependent · Audit | 100,000 | 245,114 | 0 | — | 0 | 345,114 |
| Emily HoffmanIndependent · Compensation (Chair) | 100,000 | 245,114 | 0 | — | 0 | 345,114 |
| Sean V. MadnaniIndependent · Audit (Chair) · Compensation | 100,000 | 245,114 | 0 | — | 0 | 345,114 |
| Denise WarrenIndependent · Audit | 100,000 | 245,114 | 0 | — | 0 | 345,114 |
| Elias NaderIndependent · Departed during FY | 85,674 | 0 | 0 | — | 0 | 85,674 |
Board fee structure and ownership guideline
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | 4x annual cash retainer ($400,000) |
Total cost of the board
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $1,060,674 |
| Equity awards (grant-date value) | $1,470,684 |
| All other compensation | $0 |
| Total cost of the board | $2,531,358 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Barnes & Noble Education as a peer
Companies that benchmark against BNED
3 companies name BNED as a compensation peer
The list of companies that name BNED as a peer is temporarily unavailable — recheck shortly.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Barnes & Noble Education, Inc. | 2026 | Jonathan Shar | $594,231 | $0 | $0 | — | $795,540 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-24 | 26,124,656 | 545,148 | 958,081 | 97.96% | Passed |
| 2023 | 2023-10-05 | 30,870,710 | 1,601,220 | 3,013,533 | 95.07% | Passed |
| 2022 | 2022-09-22 | 21,241,408 | 10,858,189 | 109,630 | 66.17% | Passed |
| 2021 | 2021-09-23 | 36,830,958 | 805,545 | 138,236 | 97.86% | Passed |
| 2020 | 2020-10-22 | 25,162,764 | 5,640,718 | 77,740 | 81.69% | Passed |
| 2019 | 2019-09-25 | 31,519,122 | 3,938,950 | 3,242,219 | 88.89% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-09-24 | 97.96%a |
| 2023 | 2023-10-05 | 95.07%b |
| 2022 | 2022-09-22 | 66.17%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees.”.
c. Approved under the standard stated in the filing — “Abstentions, withheld votes, and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 481 : 1 |
|---|---|
| CEO total compensation | $4,234,170 |
| Median employee compensation | $8,799 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (22 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Jonathan Shar. DEF 14A, filed 2026-08-12. Section “Summary Compensation Table” · page 28. As printed: 795,540. View filing ↗
- Section 01, Christopher Neumann. DEF 14A, filed 2026-08-12. Section “Summary Compensation Table” · page 28. As printed: 481,310. View filing ↗
- Section 01, Jason Snagusky. DEF 14A, filed 2026-08-12. Section “Summary Compensation Table” · page 28. As printed: 401,310. View filing ↗
- Section 03, Jonathan Shar PSU. DEF 14A, filed 2026-08-12. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Jason Snagusky PSU. DEF 14A, filed 2026-08-12. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Christopher Neumann PSU. DEF 14A, filed 2026-08-12. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Jason Snagusky PSU. DEF 14A, filed 2026-08-12. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2021-08-13. Section “CEO Pay Ratio”. As printed: 481 : 1. View filing ↗
- Section 08, William C. Martin. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 545,114. View filing ↗
- Section 08, Eric Singer. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 520,114. View filing ↗
- Section 08, Kathryn Eberle Walker. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 345,114. View filing ↗
- Section 08, Emily Hoffman. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 345,114. View filing ↗
- Section 08, Sean V. Madnani. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 345,114. View filing ↗
- Section 08, Denise Warren. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 345,114. View filing ↗
- Section 08, Elias Nader. DEF 14A, filed 2026-08-12. Section “Director Compensation”. As printed: 85,674. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-09-30. Item 5.07 · say-on-pay result. As reported: 97.96% (votes for as printed: 26,124,656). View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-10-05. Item 5.07 · say-on-pay result. As reported: 95.07% (votes for as printed: 30,870,710). View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-09-22. Item 5.07 · say-on-pay result. As reported: 66.17% (votes for as printed: 21,241,408). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,060,674 + equity 1,470,684 + all other 0 = 2,531,358, summed across the director compensation table rows.
- Barnes & Noble Education, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-08-12. CEO total compensation as printed in Barnes & Noble Education, Inc.'s own proxy. As printed: 795,540. View filing ↗