Three New Independent Directors Appointed as
Part of Ongoing Board of Directors Refreshment Effort
Rory Wallace Appointed as Part of Renewed
Cooperation Agreement with Outerbridge
Barnes & Noble Education, Inc. (NYSE: BNED), a leading
solutions provider for the education industry, today announced that
it has appointed 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 also appointed Rory Wallace, Chief Investment Officer
of Outerbridge Capital Management, LLC (“Outerbridge”), to the
Board as an independent director as part of its renewed cooperation
agreement with Outerbridge. In addition, Lowell W. Robinson and
Zachary Levenick have stepped down from the Board, effective
immediately.
“The appointments of Mario, Kate and Denise are the culmination
of a comprehensive search process and marks significant progress on
our commitment to refresh the Board with additional skills,
experience and diversity,” said Vice Admiral John R. Ryan, Chairman
of the Board, Barnes & Noble Education. “Each of these
directors bring significant and highly relevant experience,
providing additional financial, operational and industry expertise
to enhance the execution of our strategy.”
“On behalf of the Board, I would like to thank Lowell and Zack
for their valuable contributions and years of service to the
Company,” continued Vice Admiral Ryan. “We have appreciated their
insights and contributions throughout their tenure on the Board,
especially as we have navigated the challenges of the pandemic over
the last two years. We wish them all the best in their future
endeavors.”
“We are excited to welcome Mario, Kate, Denise and Rory to the
Board,” said Michael P. Huseby, Chief Executive Officer, Barnes
& Noble Education. “We believe the addition of these fresh
perspectives will help us continue our momentum to drive profitable
growth across BNED and extend our leadership in education as we
deliver best-in-class solutions for our students, schools and
partners and enhance value for our shareholders.”
The Company will present the Board’s recommendation with respect
to the election of directors in the Company’s definitive proxy
statement and other materials, which will be filed with the U.S.
Securities and Exchange Commission and made available to all
stockholders eligible to vote at BNED’s 2022 Annual Meeting of
Stockholders. 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 U.S. 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 $3.0BN operating plan. He brings nearly 40
years of accounting experience serving large, global public and
private companies in the information, communications and
entertainment industries. From 2012 to 2019, he served as Senior
Audit Partner for KPMG’s Financial Services audit practice,
comprising banking, capital markets, insurance, asset management
and real estate companies. In addition to his deep audit and
operational expertise, Mr. Dell’Aera brings a proven track record
of leadership, innovation and guiding public companies undergoing
strategic transformations and financing transactions.
Kate Eberle Walker Kate Eberle Walker currently serves as
Chief Executive Officer and Board Chair of Presence Learnings Inc.,
a provider of special education teletherapy solutions. She brings
more than 20 years of experience leading education organizations
and an established track record driving value creation through her
expertise in human capital management, finance, M&A and
strategy development. From 2015 to 2017, she served as Chief
Executive Officer 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
currently serves as a Director of Babbel, Testing Mom and Prospect
Schools, and as a Trustee of the International School of Brooklyn.
Ms. Walker previously served on the Board of Directors of Rosetta
Stone from 2019 until the company’s acquisition by Cambium Learning
Group Inc. in 2020.
Denise Warren Denise Warren currently serves as the
Founder and Chief Executive Officer of Netlyst, LLC a consulting
and advisory practice focused on digital business growth and
scaling consumer and enterprise recurring revenue streams. She
brings extensive public company board experience and has a proven
track record growing and operating profitable, recurring revenue
businesses in the media and publishing sector, as well as driving
transformational digital change in marketing, product and sales.
Prior to founding Netlyst, Ms. Warren served as President of
Digital and Chief Executive Officer of East Coast Publishing for
Tribune Publishing from 2015 to 2016. For more than 25 years, she
served in numerous capacities at The New York Times Company
inducing as Executive Vice President of Digital Products and
Services; General Manager, nytimes.com; Chief Advertising Officer;
Senior Vice President of Strategic Planning; and Director of
Marketing. Ms. Warren currently serves as 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 currently serves as the Founder
and Chief Investment Officer of Outerbridge Capital Management,
LLC, an investment adviser to private investment funds. He brings
extensive financial and operational knowledge in the technology,
media, retail, and education sectors, and a strong track record of
advising public companies on managing the capital markets. Prior to
founding Outerbridge, Mr. Wallace served as Founder and Chief
Investment Officer of DHC Asset Management, LLC, an investment
adviser that focused its investments on technology, media and
retail. Earlier in his career, Mr. Wallace served in various
positions at Straus Asset Management LLC, an investment management
firm, including as an analyst and then as a Portfolio Manager.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading
solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
unparalleled best-in-class assortment of school apparel through a
strategic alliance with Fanatics and Lids, wholesale capabilities
and more. BNED is a company serving all who work to elevate their
lives through education, supporting students, faculty and
institutions as they make tomorrow a better, more inclusive and
smarter world. For more information, visit www.bned.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20220718005223/en/
Media Contact: Carolyn J.
Brown Senior Vice President Corporate Communications & Public
Affairs 908-991-2967 cbrown@bned.com
Investor Contact: Andy
Milevoj Vice President Corporate Finance and Investor Relations
908-991-2776 amilevoj@bned.com
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