Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-08-12

Barnes & Noble Education (BNED)

CEO Jonathan Shar was paid $795,540 in fiscal year 2026, ↓ down 81.2% from fiscal year 2025, the 1st percentile of its disclosed peer group (SEC filing 0001140361-26-032503 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$795,540 ↓
Jonathan Shar total, FY2026
1st
CEO pay percentile vs peers
—
CEO-to-median pay ratio
—
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Sample answer — “What is the CEO’s total compensation?”
- Jonathan Shar (Chief Executive Officer), FY2026 total compensation $795,540 (base salary $594,231) [exec_comp, SEC accession 0001140361-26-032503, filed 2026-08-12]

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BNED's next annual pay disclosure, estimated February 18, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Jonathan Shar$594,231$200,000$0$0—$0$1,310$795,540
Chief Executive Officer
Christopher Neumann450,00030,00000—01,310481,310
Executive Vice President, General Counsel and Corporate Secretary
Jason Snagusky400,000000—01,310401,310
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 officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Jonathan Shar$795,540$4,231,272$1,158,097↓ −3,435,732
Christopher Neumann481,310748,322—↓ −267,012
Jason Snagusky401,3101,174,859—↓ −773,549

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against BNED
2 companies name BNED as a compensation peer

Each company listed discloses BNED in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BNED in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2026 total
Jason SnaguskyCFO$401,310
Jonathan SharCEO$795,540
Christopher NeumannGeneral Counsel$481,310
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Denise WarrenIndependent Director$345,114
Elias NaderFormer director (through FY2026)$85,674
Emily HoffmanIndependent Director$345,114
Eric SingerDirector$520,114
Kathryn Eberle WalkerIndependent Director$345,114
Sean V. MadnaniIndependent Director$345,114
William C. MartinChair of the Board$545,114
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2026

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Jonathan SharPSU2024-09-20——360,000—$3,458,400
Jason SnaguskyPSU2024-09-20——20,000——
Christopher NeumannPSU2025-03-12——80,000——
Jason SnaguskyPSU2025-02-21——60,000——
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Jonathan Shar$0$3,458,400$0100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Jonathan SharPSU360,000—$1,118,692
Christopher NeumannPSU80,000—821,600
Jonathan SharRSU428—1,330
Jason SnaguskyPSU60,000—616,200
Jason SnaguskyPSU20,000—205,400
Jonathan SharRSU396—1,080
05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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)275,000245,1140—0520,114
Kathryn Eberle WalkerIndependent · Audit100,000245,1140—0345,114
Emily HoffmanIndependent · Compensation (Chair)100,000245,1140—0345,114
Sean V. MadnaniIndependent · Audit (Chair) · Compensation100,000245,1140—0345,114
Denise WarrenIndependent · Audit100,000245,1140—0345,114
Elias NaderIndependent · Departed during FY85,67400—085,674
09

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 guideline4x annual cash retainer ($400,000)
09b

Total cost of the board

ComponentFY2026
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Barnes & Noble Education2026Jonathan 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.

10d

Frequently asked questions

Who was the highest-paid executive at Barnes & Noble Education in fiscal 2026?
As disclosed, Jonathan Shar (Chief Executive Officer) was the highest-paid executive at Barnes & Noble Education in fiscal 2026, with total compensation of $795,540.
How does Barnes & Noble Education's chief executive pay compare to its disclosed peer group?
As disclosed, Jonathan Shar's total compensation ranked at the 1st percentile of Barnes & Noble Education's disclosed peer group.
How much does Barnes & Noble Education spend in total on board compensation for fiscal 2026?
As disclosed, Barnes & Noble Education reported total board compensation of $2,531,358 for fiscal 2026.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Jonathan SharDEF 14A2026-08-120001140361-26-032503Section “Summary Compensation Table” · page 28. As printed: 795,540. Filing ↗machine: r2 · c24 · span 498411–498418
2Section 01, Christopher NeumannDEF 14A2026-08-120001140361-26-032503Section “Summary Compensation Table” · page 28. As printed: 481,310. Filing ↗machine: r7 · c24 · span 520811–520818
3Section 01, Jason SnaguskyDEF 14A2026-08-120001140361-26-032503Section “Summary Compensation Table” · page 28. As printed: 401,310. Filing ↗machine: r5 · c24 · span 511725–511732
4Section 03, Jonathan Shar PSUDEF 14A2026-08-120001140361-26-032503Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 500585–500594
5Section 03, Jason Snagusky PSUDEF 14A2026-08-120001140361-26-032503Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 588914–588920
6Section 03, Christopher Neumann PSUDEF 14A2026-08-120001140361-26-032503Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 591371–591377
7Section 03, Jason Snagusky PSUDEF 14A2026-08-120001140361-26-032503Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 586697–586703
8Section 08, William C. MartinDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 545,114. Filing ↗machine: span 776497–776505
9Section 08, Eric SingerDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 520,114. Filing ↗machine: span 779018–779026
10Section 08, Kathryn Eberle WalkerDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 345,114. Filing ↗machine: span 781198–781206
11Section 08, Emily HoffmanDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 345,114. Filing ↗machine: span 771796–771804
12Section 08, Sean V. MadnaniDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 345,114. Filing ↗machine: span 774321–774329
13Section 08, Denise WarrenDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 345,114. Filing ↗machine: span 783601–783609
14Section 08, Elias NaderDEF 14A2026-08-120001140361-26-032503Section “Director Compensation”. As printed: 85,674. Filing ↗machine: span 769619–769625
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 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).machine: formula: sums + PSU ratio
17Section 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.machine: formula: Σ = 2,531,358
18Barnes & Noble Education (subject), Section 10b CEO totalDEF 14A2026-08-120001140361-26-032503CEO total compensation as printed in Barnes & Noble Education's own proxy. As printed: 795,540. Filing ↗machine: r2 · c24 · span 498411–498418

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