skil20260421_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant	☑

Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a−12

Skillsoft Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2026 Proxy Statement and

Notice of Annual Meeting of Stockholders

Thursday, June 25, 2026
3:00 p.m. Eastern Time

Online at:

www.virtualshareholdermeeting.com/SKIL2026

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300 Innovative Way, Suite 2210

Nashua, NH 03062

May 8, 2026

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Skillsoft Corp., which will be held at 3:00 p.m., Eastern Time, on Thursday, June 25, 2026. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SKIL2026 and using a 16-digit control number included in your proxy materials.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote. You may vote your shares by Internet, telephone, or mail (if you requested and received a paper proxy card or voter instruction form), as instructed by your broker, or electronically at the Annual Meeting.

Sincerely,

Ronald W. Hovsepian

Executive Chair and Chief Executive Officer

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Skillsoft Corp.

300 Innovative Way, Suite 2210

Nashua, NH 03062

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:	June 25, 2026	Record Date:	May 4, 2026
Time:	3:00 p.m. ET	Attendance:	www.virtualshareholdermeeting.com/SKIL2026

To the Stockholders of Skillsoft Corp.:

We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillsoft Corp. (the “Company,” “Skillsoft,” “we,” “us,” or “our”) on June 25, 2026, at 3:00 p.m. Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your Class A Common Shares (“common stock”) electronically, and submit your questions online by visiting www.virtualshareholdermeeting.com/SKIL2026 and entering the 16-digit control number included in the notice containing instructions on how to access our proxy materials, your proxy card (the “Proxy Card”), or the voting instructions that accompanied the proxy materials.

Items of Business:

To elect as Class II directors the three nominees named in the accompanying Proxy Statement to a term of three years each, or until their successors have been elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers;

To approve the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027;

To approve the adjournment of the Annual Meeting, to a later date or dates, if necessary or appropriate, as determined by the Board in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum; and

To transact any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.

These matters are more fully described in the proxy statement accompanying this notice (the “Proxy Statement”).

We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our Proxy Materials, consisting of the Notice of Annual Meeting, the Proxy Statement and a Proxy Card, and our Annual Report to Stockholders for the fiscal year ended January 31, 2026 (“Annual Report”), via the Internet. On or about May 8, 2026, we are mailing to stockholders of record as of the close of business on May 4, 2026 (the “record date”) a Notice of Internet Availability of Proxy Materials with instructions on how to access our Proxy Materials and vote via the Internet, by mail, or by telephone. The notice also contains instructions on how to request a paper copy of our Proxy Materials, including our Annual Report. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials.

Your vote is important. Whether or not you expect to attend the Annual Meeting, the Board encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board,

Ronald W. Hovsepian

Executive Chair and Chief Executive Officer

May 8, 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 25, 2026. The Proxy Statement and Skillsoft’s Annual Report for fiscal 2026 are available at www.proxyvote.com.

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TABLE OF CONTENTS

	page
PROXY STATEMENT SUMMARY	2
Overview of Proposals	3
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	4
Attending the Annual Meeting	4
Stockholders Entitled to Vote	4
Voting Methods	5
Vote Requirements	5
How your Shares will be Voted	6
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS	8
Overview	8
Criteria for Nomination to the Board	8
Identification and Evaluation Process related to Director Nominations	9
Stockholder Nominations	9
Board Qualifications	10
Nominees and Continuing Directors	10
CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORS	20
Board Leadership and Governance Structure	20
Board Committees	21
Meeting Attendance	23
Other Governance Matters	23
Prohibition of Insider Trading, Pledging and Hedging	24
Communications with the Board	24
DIRECTOR COMPENSATION	25
Compensation of (Non-Employee) Directors	25
Director Compensation Table for Fiscal 2026	26
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	27
PROPOSAL NO. 3: APPROVAL OF SECOND AMENDMENT TO THE SKILLSOFT CORP. 2020 OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER	28
Overview	28
Promotion of Sound Corporate Governance Practices	29
Description of the Material Features of the 2020 Plan	29
Purpose	29
Persons Eligible to Participate	29
Administration	30
Shares Subject to the 2020 Plan	30
Vesting of Awards	30
Types of Awards	31
Effect of Certain Events on 2020 Plan and Awards	32
Nontransferability of Awards	32
Amendment and Termination	32
Dividends and Dividend Equivalents	33
Clawback/Repayment	33
U.S. Federal Income Tax Consequences	33
New Plan Benefits	35
PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	36
Relationship with Independent Registered Public Accounting Firm	36
Audit Committee Pre-Approval Policies and Procedures	37
Audit Committee Report	38
PROPOSAL NO. 5: APPROVAL TO ADJOURN THE ANNUAL MEETING	39
EXECUTIVE OFFICERS	40
STOCK OWNERSHIP GUIDELINES	41

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EXECUTIVE COMPENSATION	42
Fiscal 2026 Summary Compensation Table	43
Compensation Philosophy	44
Independent Compensation Consultant	44
Elements of NEO Compensation	45
Other Aspects of the Company's Compensation Programs	48
Stockholder Engagement	49
Outstanding Equity Awards at Fiscal 2026 Year-end	53
PAY VERSUS PERFORMANCE	54
EQUITY COMPENSATION PLAN INFORMATION	57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	58
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	60
ADDITIONAL INFORMATION	61
Availability of Certain Information	61
Householding	61
Stockholder Proposals and Nominations for the 2027 Annual Meeting of Stockholders	61
Other Matters	62

APPENDIX A: NON-GAAP FINANCIAL MEASURES	A-1
APPENDIX B: SECOND AMENDMENT TO SKILLSOFT CORP. 2020 OMNIBUS INCENTIVE PLAN	B-1
PROXY CARD

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CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement may include statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our product development and planning, our pipeline, future capital expenditures, share repurchases, financial results, the impact of regulatory changes, our current and evolving business strategies, including with respect to acquisitions and dispositions, demand for our services, our competitive strengths, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may”, “will”, “would”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “forecast”, “seek”, “outlook”, “target”, goal”, “objective”, “potential”, “possible”, “probably”, or similar expressions, or employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on forward-looking statements.

Factors that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “2026 Form 10-K”) as well as the Company’s subsequent Quarterly Reports on Form 10-Q as applicable. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K and in our other periodic filings with the SEC. The forward-looking statements contained in this Proxy Statement represent our estimates only as of the date of this Proxy Statement and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise, except as required by law.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in any forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Any annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

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PROXY STATEMENT SUMMARY

Our Board is furnishing this Proxy Statement to solicit your proxy for the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Skillsoft Corp. (the “Company”, “Skillsoft”, “we”, or “our”). On or about May 8, 2026, we are mailing to holders of our Class A Common Stock, par value $0.0001 per share (“common stock”) of record at the close of business on May 4, 2026 (the “record date”) a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions on how to access our Proxy Materials and vote via the Internet, by telephone, or by mail. Our Proxy Materials consist of the Notice of Annual Meeting, this Proxy Statement and Proxy Card, and our Annual Report to Stockholders for the fiscal year ended January 31, 2026 (“Annual Report”).

This summary highlights information that is contained elsewhere in this Proxy Statement, and provides context related to the matters to be voted on at the Annual Meeting. It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote. Note that throughout this Proxy Statement: (i) “fiscal 2026” and “fiscal 2025” refers to the Company’s fiscal year ended January 31, 2026, and January 31, 2025, respectively; and (ii) “2026 Form 10-K” refers to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Annual Meeting Information

Date:	June 25, 2026	Record Date:	May 4, 2026
Time:	3:00 p.m. ET	Attendance:	www.virtualshareholdermeeting.com/SKIL2026

Skillsoft at a Glance

Skillsoft provides a skills management platform and associated learning solutions that are designed to help organizations manage the human and artificial intelligence (“AI”) skills lifecycle, including visibility into the skills they have and the skills they need, closing skills gaps, matching skills to work, and understanding how skills development impacts business performance. In fiscal 2026, we evolved from a content-centric model to an integrated skills management platform, where we leveraged our market-leading curated learning content and connected it to capabilities in content creation, skills benchmarking, AI-assisted learning, and role-based development journeys.

Skillsoft’s principal executive offices are located at 300 Innovative Way, Suite 2210, Nashua, NH 03062.

Fiscal Year 2026 Business Highlights*

	●	Total GAAP Revenue of $513 million compared to $531 million in the prior year.
	●	GAAP Net Loss of $140 million compared to GAAP Net Loss of $122 million in the prior year. GAAP Net Loss per share of $16.27 compared to GAAP Net Loss per share of $14.87 in the prior year.
	●	Non-GAAP Adjusted EBITDA of $110 million, reflecting a Non-GAAP Adjusted EBITDA margin of 21% of GAAP Revenue, compared to $109 million and a margin of 21% of GAAP Revenue in the prior year.
	●	Skillsoft announced the general availability of its next-generation skills management platform to power enterprise workforce readiness and outcomes.
	●	Skillsoft and edX formed a strategic partnership to expand university-led learning in The Skillsoft Percipio® Platform, strengthening how enterprises build workforce readiness for an AI-driven world.
	●	Ended the fiscal year with a strong balance sheet and liquidity profile to support our strategic investment priorities and future growth objectives, with cash, cash equivalents and restricted cash of $104.5 million as of January 31, 2026, and for fiscal 2026, GAAP net cash provided by operating activities of $25.1 million and non-GAAP free cash flow of $6.5 million.

* See Appendix A for definitions, uses and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.

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Overview of Proposals

Proposals	Board Vote Recommendation	Page
1. Election of three Class II directors	FOR each nominee	8
2. Approve, on an advisory basis, the compensation of our named executive officers	FOR	27
3. Approve the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder	FOR	28
4. Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2027	FOR	36
5. To approve the adjournment of the Annual Meeting, to a later date or dates, if necessary or appropriate, as determined by the Board in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum	FOR	39

Proposal No. 1: Class II Director Election

We are asking you to vote for the election of Michael S. Klein, Denis Nikolaev, and Arthur Gilliland as Class II directors, each to serve for a three-year term expiring at the 2029 Annual Meeting. Our Board currently consists of nine members and is divided into three classes, each of which has a three-year term.

Proposal No. 2: Advisory Vote on Executive Compensation (Say-On-Pay)

We are asking you to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement.

Proposal No. 3: Approval of the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Thereunder

We are asking you to approve an amendment (the “Second Amendment”) to the Skillsoft Corp. 2020 Omnibus Incentive Plan (the “2020 Plan”), to increase the aggregate number of shares of our common stock available for issuance thereunder from 3,755,658 shares to 4,305,658 shares.

Proposal No. 4: Ratification of Independent Auditors

We are asking you to ratify our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. Although stockholder ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in the view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting.

Proposal No. 5: Adjournment of Annual Meeting

We are asking you to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, as determined by the Board of Directors in its discretion, to permit further solicitation and vote, of proxies if, based upon the tabulated votes at the time of the Annual Meeting, there are insufficient shares represented (either in person, or by proxy) and entitled to vote, to constitute a quorum necessary to conduct business at the Annual Meeting or to approve any of the foregoing proposals.

Any business may be transacted at the adjourned meeting (at which a quorum shall be present or represented) which might have been transacted at the meeting originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

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Other Proposals

The Board is not aware of any matters that will be brought before the Annual Meeting (other than procedural matters) that are not referred to on the enclosed Proxy Card. If any other business should properly come before the Annual Meeting, or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Attending the Annual Meeting

You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SKIL2026 and using your 16-digit control number included on the Notice, on your Proxy Card, or on the voting instruction form that accompanied your Proxy Materials to enter the meeting.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice or your Proxy Card (if requested), was sent directly to you. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in street name, and your broker, bank, trustee, or other nominee is considered, with respect to those shares, the stockholder of record, and the Notice, your Proxy Card (if requested), or the voting instruction form are being forwarded to you by that organization.

We are holding the Annual Meeting as a virtual meeting because we believe that conducting the Annual Meeting as a virtual meeting is consistent with our commitment to innovation and will encourage higher levels of stockholder participation while also helping us reduce the environmental costs associated with the Annual Meeting. The Company designed the format of the virtual Annual Meeting to ensure that its stockholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation, and communication through online tools. To ensure such an experience, the Company will provide stockholders with the ability to submit appropriate questions in real-time through the meeting website. Questions pertinent to Annual Meeting matters may be recognized and answered during the Annual Meeting at our discretion, in accordance with the rules of conduct for the meeting and subject to time constraints.

The virtual meeting platform is fully supported across major web browsers and multiple device types running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Online access to the audiocast will open approximately fifteen minutes prior to the start of the Annual Meeting. There will be no physical meeting location. The meeting will only be conducted via live audiocast. If you have any questions about accessing the virtual meeting website for the Annual Meeting, please contact Broadridge VSM support at 844-986-0822 / International: 303-562-9302. We will offer live technical support for all stockholders attending the Annual Meeting. If you encounter any technical difficulties with the virtual meeting during the log in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page. Rules governing conduct at the Annual Meeting will be posted on the virtual meeting platform along with an agenda.

Stockholders Entitled to Vote

The Board has set May 4, 2026 as the Record Date for the Annual Meeting. If you were the owner of our common stock at the close of business on the Record Date, you are entitled to vote at the Annual Meeting. You are entitled to one vote for each share of such common stock. At the close of business on the Record Date, there were 8,955,077 shares of our common stock issued, outstanding, and entitled to vote.

A list of stockholders of record entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose relevant to the Annual Meeting, during normal business hours for a period of ten days before the Annual Meeting at our principal executive office. If our offices are not generally open for any reason, stockholders may contact Investor Relations at investor.relations@skillsoft.com and arrangements will be made to review the records in person. The list will also be available during the virtual Annual Meeting for examination by any stockholder.

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Quorum

A majority of the voting power of our issued and outstanding shares of common stock and entitled to vote must be present at the Annual Meeting, either in attendance or by proxy, to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting if you either attend our Annual Meeting or properly submit your proxy prior to the Annual Meeting. Shares that vote “abstain” or “withhold,” as well as broker non-votes (described below), will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. Pursuant to the Company’s Bylaws, if less than a quorum is present at the Annual Meeting, the chairman of the meeting or stockholders holding a majority in voting power of the Company’s shares present in person or by proxy and entitled to vote thereon, have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

Voting Methods

Voting Before the Meeting

To vote your shares before the Annual Meeting, please follow the instructions for Internet or telephone voting on the Notice. If you request printed copies of the Proxy Materials by mail, (i) if you are the stockholder of record, you may also vote by signing and submitting your Proxy Card and returning it by mail, or (ii) if you are the beneficial owner but not the stockholder of record, you may also vote by signing the voter instruction form provided by your bank or broker, and returning it by mail. We encourage you to vote before the Annual Meeting even if you plan to attend the Annual Meeting, that way your shares will be represented whether or not you are able to attend the meeting.

Voting At the Meeting

Stockholders of record may vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/SKIL2026. To participate in the Annual Meeting, you will need your 16-digit control number. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting by following the procedures provided by your nominee – see “Street Name Holders” below. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Street Name Holders

If you are a beneficial owner who holds your shares in street name, you have the right to direct your broker, bank, trustee, or other nominee on how to vote the shares held in your account. Since a beneficial owner is not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from your broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Therefore, if you would like to participate in the Annual Meeting, vote, or ask a question, you should follow the instructions provided to you by that organization.

If you have any questions about how to vote or direct a vote of your shares, you may call Continental Stock Transfer & Trust Company at 1-800-509-5586 or our Investor Relations team at (603) 324-3000, or you may contact our proxy solicitor, Laurel Hill Advisory Group, at:

Laurel Hill Advisory Group

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

Vote Requirements

Proposal No. 1: Director Nominee Election

For a director to be elected, the director must receive the affirmative vote of a plurality of the votes cast in the election in respect of the shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.

Proposal No. 2: Advisory Vote on Executive Compensation (Say-On-Pay)

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the matter is required to approve, on an advisory basis, the compensation of our NEOs.

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Proposal No. 3: Approval of the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Thereunder

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the matter is required to approve the Second Amendment to the 2020 Plan.

Proposal No. 4: Ratification of Independent Auditor

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the matter is required to ratify our independent auditors.

Proposal No. 5: Approval of Adjournment of Annual Meeting

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the matter shall have the power to adjourn the meeting, regardless of whether a quorum is present.

How Your Shares will be Voted

Proposal No. 1: You may vote “FOR” or “WITHHOLD” with respect to each director nominee. A “WITHHOLD” vote will have no effect on the outcome of the election of our directors in an uncontested election. Broker non-votes (described below) will have no effect on this proposal.

Proposal No. 2: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the approval of our NEO’s compensation. An abstention will have the same effect as a vote “AGAINST” Proposal No. 2. Broker non-votes (described below) will have no effect on this proposal. If you abstain from voting on Proposal No. 2, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting. This vote is advisory and nonbinding on the Company.

Proposal No. 3: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the approval of the Second Amendment to the 2020 Plan. An abstention will have the same effect as a vote “AGAINST” Proposal No. 3. Broker non-votes (described below) will have no effect on this proposal. If you abstain from voting on Proposal No. 3, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting.

Proposal No. 4: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. An abstention will have the same effect as a vote “AGAINST” Proposal No. 4. Broker non-votes (described below) will have no effect on this proposal. However, as brokers, banks and other nominees may use their discretionary voting authority with respect to the ratification of our independent auditors, no broker non-votes are expected for this proposal. If you abstain from voting on Proposal No. 4, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting. This vote is advisory and nonbinding on the Company.

Proposal No. 5: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the approval of the Adjournment of the Annual Meeting. An abstention will have the same effect as a vote “AGAINST” Proposal No. 5. Broker non-votes (described below) will have no effect on this proposal. If you abstain from voting on Proposal No. 5, your shares will be counted as present for purposes of establishing quorum at the Annual Meeting.

If you hold your shares in street name, your broker, bank, trust company or other nominee may vote your shares in its discretion on “routine” matters (Proposal No. 4) if you have not provided voting instructions. However, a broker/nominee cannot exercise its discretion to vote your shares on “non-routine” matters absent voting instructions from you. A “broker non-vote” occurs when shares held by a broker/nominee are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from the beneficial owner. The election of directors, Say-On-Pay, Approval of the Second Amendment to the 2020 Plan, and adjournment of the Annual Meeting are “non-routine” matters. Therefore, if your shares are held in street name and you do not provide instructions to your broker or other nominee as to how to vote your shares on Proposals 1, 2, 3 or 5, your broker will not be able to vote your shares on these proposals. Your vote is important. We urge you to provide instructions to your broker so that your votes may be counted.

If you are a stockholder of record and you properly sign and return a Proxy Card, your shares will be voted as you direct.

If no instructions are indicated on a properly signed and returned Proxy Card and you are a stockholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement, namely “FOR” for all director nominees, “FOR” the approval of the compensation of our NEOs, “FOR” the approval of the Second Amendment to the 2020 Plan, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027, and “FOR” the approval of Adjournment of the Annual Meeting, if necessary to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Annual Meeting, there are insufficient shares of our capital stock represented, either in person or by proxy, and entitled to vote, to approve the presented proposals or to constitute a quorum necessary to conduct business at the Annual Meeting.

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Revocation of Proxies

Any proxy given by a stockholder of record pursuant to this Proxy Statement may be revoked by the person giving it at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy and change your vote by: (i) voting again over the Internet or by telephone no later than 11:59 p.m., Eastern Time, on June 24, 2026, and following the instructions included in your Proxy Materials, or by signing and returning a new proxy card with a later date and returning it so that it is received by 11:59 p.m., Eastern Time, on June 24, 2026 ; (ii) attending and voting again (virtually) at the virtual Annual Meeting; or (iii) submitting written notice of revocation to our Corporate Secretary, Skillsoft Corp., 300 Innovative Way, Suite 2210, Nashua, NH 03062 so that it is received by 11:59 p.m., Eastern Time, on June 24, 2026. To request an additional Proxy Card, or if you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should write to Investor Relations, Skillsoft Corp., 300 Innovative Way, Suite 2210, Nashua, NH 03062 or call (603) 324-3000. If you hold your shares in street name, contact your broker, bank, trust company or other nominee regarding how to revoke your proxy and change your vote. Please note that attendance alone at the Annual Meeting will not revoke a proxy; you must actually vote at the virtual Annual Meeting.

Solicitation of Proxies

Our Board is making this solicitation and we will bear the entire cost of preparing, assembling, printing, mailing, and distributing the Proxy Materials and soliciting votes. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of common stock, and normal handling charges may be paid for such forwarding service. Officers and other of our employees, who will receive no additional compensation for their services, may solicit proxies by mail, email, via the Internet, personal interview, or telephone. We have also retained Laurel Hill Advisory Group to provide proxy solicitation services for a fee of $10,000 plus reimbursement of out-of-pocket expenses.

Tabulation

Votes cast will be tabulated by the Inspector of Election appointed for the Annual Meeting. If you provide specific instructions on your proxy card, your shares will be voted as you instruct.

Results of the Annual Meeting

We will announce voting results of the Annual Meeting in a Current Report on Form 8-K filed with the SEC no later than four business days after the Annual Meeting.

Questions

Laurel Hill Advisory Group

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

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PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS

Overview

Our Board consists of nine directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, you will be asked to elect three Class II directors. Michael S. Klein, Denis Nikolaev, and Arthur Gilliland are the nominees for election at the Annual Meeting. If elected, each of the nominees will serve a three-year term expiring at the 2029 Annual Meeting, or upon such director’s earlier death, resignation, or removal from the Board.

The Nominating and Governance Committee has recommended, and the Board has approved, the nomination of each of these directors to stand for election as Class II directors at the Annual Meeting.

Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.

There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of our common stock, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Other than as described under “Director Designation Rights” below, there are no arrangements or understandings with another person pursuant to which any of directors were selected as directors. There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Criteria for Nomination to the Board

The Nominating and Governance Committee assesses the skills, experience, and attributes our Board should represent to align its individual and group strengths with our Company’s long-term strategic plan and the interests of our stockholders. The committee identifies director nominees using the criteria set forth below and any other criteria that may be identified in accordance with the committee’s charter:

•

Background and Experience. The Nominating and Governance Committee seeks director nominees from a variety of professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment will include an individual’s independence, as well as consideration of age, skills, and experience, and a policy of promoting excellence, in the context of our needs. While our Board does not have a formal diversity policy, our Nominating and Governance Committee will take into account various factors and perspectives, including differences of viewpoint, personal and professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity. The Nominating and Governance Committee considers each potential nominee in the context of the Board as a whole, with the objective of assembling a Board that can best achieve and maintain the success of our business. The Nominating and Governance Committee periodically reviews the Board’s membership in light of our business model and strategic objectives, considers whether the directors possess the requisite skills, experience and perspectives to oversee the Company in achieving those goals, and may seek additional directors from time to time as a result of its considerations.

•

Character. Directors should be persons of good character and demonstrate high ethical standards and integrity in their personal and professional dealings. Directors should have a history of achievements which reflects high standards for themselves and others. Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues and be willing to be accountable for their decisions as directors. Directors should interact with one another in a manner which encourages responsible, open, challenging, and inspired discussion.

•

Sufficient Time to Devote to Board Matters. Each director is expected to dedicate sufficient time, energy, and attention to ensure the diligent performance of his or her duties. To that end, no director should serve on more than four other public company boards, and no member of the Audit Committee should serve on more than two other public company Audit Committees, in each case without the prior approval of the Board. No director who is the chief executive officer of another public company should serve on more than two other public company boards, aside from the board of his/her own company without the prior approval of the Board.

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Director Designation Rights

While certain directors are designated pursuant to the stockholder arrangements described below, our Board and Nominating and Governance Committee continue to assess the Board's overall composition, committee structure, and mix of skills and experience in light of the Company's strategic priorities and governance needs.

Skillsoft, Churchill Sponsor II LLC (the “Sponsor”), and Michael S. Klein are party to a Stockholders Agreement dated October 12, 2020 (the “Sponsor Stockholders Agreement”) pursuant to which the Sponsor, which solely for the purposes of the Sponsor Stockholder Agreement, means Mr. Klein, has the right to nominate two directors to our Board (the “Churchill Directors”) for so long as the Sponsor beneficially owns at least 5% of our common stock. If the Sponsor beneficially owns less than 5% of our common stock, the Sponsor has the right to nominate a single director to our Board for so long as the Sponsor beneficially owns at least 1% of our common stock. In addition, pursuant to the Sponsor Stockholders Agreement, we agreed to cause the Board to be comprised of nine directors and, as applicable, to appoint at least one director designated by the Sponsor to each committee of the Board for so long as the Sponsor beneficially owns more than 5% of our common stock. Mr. Klein currently serves as a Churchill Director.

Skillsoft, the Sponsor, and MIH Learning B.V. (“MIH”), as assignee of the rights and obligations of MIH Edtech Investments B.V., are party to a Subscription Agreement dated October 12, 2020 (the “MIH Subscription Agreement”) pursuant to which MIH has the right to nominate a number of directors to our Board (the “MIH Directors”) proportionate to MIH’s beneficial ownership of our common stock for so long as MIH beneficially owns at least 5% of our common stock. MIH has the right to designate no less than one director to our Board for so long as it beneficially owns at least 10% of our common stock, and no less than two directors to our Board for so long as it beneficially owns at least 20% of our common stock. Denis Nikolaev and Paul Peake currently serve as MIH Directors.

Identification and Evaluation Process Related to Director Nominations

The Nominating and Governance Committee will recommend to the full Board the slate of the class of directors to be nominated for election at each annual meeting of stockholders and shall recommend additional candidates to fill vacancies as needed, in accordance with the procedures set forth below. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation and quality of performance. In the case of new director candidates, the Nominating and Governance Committee first determines whether the candidate must be “independent” as defined by applicable securities laws, the rules and regulations of the SEC and applicable NYSE listing standards. The Nominating and Governance Committee will identify potential candidates and may also engage, if it deems appropriate, a professional third-party search firm. The Nominating and Governance Committee will then meet to discuss and consider such candidates’ qualifications in light of the overall composition of the Board, the operating requirements of the Company, the long-term interests of the stockholders and the criteria for nominee selection approved by the Board. Contact will be initiated with preferred candidates, including, to the extent the Nominating and Governance Committee deems necessary, the requirement of the completion of informational questionnaires provided by the committee to the candidate, as well as personal interviews of such candidates. After such procedure is complete, the Nominating and Governance Committee will meet to approve final candidates for recommendation to the full Board as set forth in its charter. In fiscal 2026, the Nominating and Governance Committee retained a third-party search firm specializing in the placement of candidates on corporate boards of directors to assist with identifying potential nominees to the Board who meet our qualification and experience requirements, and to perform initial due diligence on candidates so identified. Mr. Gilliland, who was appointed to our Board, upon the recommendation of our Nominating and Governance Committee, effective March 25, 2026, was identified as a potential director by such search firm.

Stockholder Nominations

It is the policy of the Board to consider prospective board nominees recommended by stockholders. A stockholder who wishes to recommend a prospective board nominee for the Nominating and Governance Committee’s consideration must write to the Corporate Secretary at 300 Innovative Way, Suite 2210, Nashua, NH 03062, and include the nominee’s qualifications and other relevant biographical information, including age, employment history with employer names and a description of the employer’s business, whether such individual can read and understand basic financial statements, and board memberships (if any). The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders. The Nominating and Governance Committee will evaluate the stockholder’s recommendation in the same manner as it evaluates other nominees. The Nominating and Governance Committee retains discretion in the recommendation of nominees to the Board, and except as set forth under “Director Designation Rights” above, has no obligation to nominate a candidate recommended by a stockholder or to include such candidate in the Company’s proxy materials. For deadlines and procedures applicable to nominees for inclusion in our proxy statement for our 2027 Annual Meeting of Stockholders, or the dates by which such nominations will be deemed untimely, see the heading “Stockholder Proposals and Nominations for the 2027 Annual Meeting of Stockholders.”

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Board Qualifications

The Nominating and Governance Committee has developed the following skills matrix which identifies the functional competencies, expertise and qualifications of the Company’s directors and nominees, and the competencies, expertise and qualifications that the Board would ideally possess:

Director Experience and Expertise	Hovsepian	Foulkes	Frankola	Gilliland	Klein	Mills	Nikolaev	Peake	Schmitt
Accounting/Financial Management		☑	☑	☑	☑	☑	☑
Human Capital Management	☑	☑	☑	☑		☑	☑	☑
Corporate Governance	☑	☑	☑	☑	☑	☑		☑
Cybersecurity			☑	☑
Marketing / Sales	☑	☑			☑	☑			☑
Mergers & Acquisitions	☑	☑	☑	☑	☑	☑	☑	☑
Executive Leadership	☑	☑	☑	☑	☑	☑		☑	☑
Global Business	☑	☑	☑	☑	☑	☑		☑	☑
Strategy	☑	☑	☑	☑	☑	☑		☑	☑
Technology / Innovation	☑		☑	☑		☑			☑
Artificial Intelligence			☑			☑
Industry Expertise				☑	☑				☑
Corporate and Social Responsibility	☑	☑	☑	☑					☑
Data Privacy			☑	☑
Finance & Capital Markets	☑		☑		☑	☑	☑

Nominees and Continuing Directors

Biographical information for each person nominated for election as a director at the Annual Meeting and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the Nominating and Governance Committee and our Board that each such person should continue to serve as a director.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE

“FOR” EACH OF THE CLASS II DIRECTOR

NOMINEES LISTED BELOW.

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Class II Director Nominees

Michael S. Klein

Director Since: June 2021

Age: 62

Experience: Michael S. Klein has served as a member of the Board of Directors of Skillsoft Corp. since June 2021. He served as director of Churchill Capital Corp II, the predecessor listed company, and as well as the predecessor listed company’s Chief Executive Officer (from June 2019 to June 2021).

Mr. Klein serves as Managing Partner of M. Klein and Company, a leading global financial and strategic advisory firm he founded in 2012. He is the controlling stockholder of M Klein Associates, Inc., a private company founded in 2012 and is the founder and managing member of Garden State Capital Partners LLC, a private company founded in 2018.

Mr. Klein also currently serves as Chief Executive Officer and Chairman of Churchill Capital Corp IX (Nasdaq: CCIX) and Churchill Capital Corp. XI (Nasdaq: CCCXIU), publicly-traded special purpose acquisition companies whose sponsor is an affiliate of M. Klein and Company. In addition, Mr. Klein serves on the board of directors of Claritev (NYSE: CTEV), formerly known as Multiplan, Inc., a technology, data and insights company focused on healthcare, which merged with Churchill Capital Corp III in October 2020. Prior to the merger, he served as the Chief Executive Officer and Chairman of Churchill Capital Corp III (since February 2020). Mr. Klein also serves on the board of directors of Oklo, Inc. (NYSE: OKLO), a nuclear fuel recycling and fast fission power plant developer, which, in May 2024, merged with AltC Acquisition Corp., a publicly-traded special purpose acquisition company (“AltC”). Mr. Klein was the Chairman of the board of directors of Alt C (from 2021 to 2024).

Mr. Klein is also a director of Magic Leap, a private company specializing in transparent optics technology and highly-precise, scalable optics manufacturing (since 2020), TBG AG, a private investment company (since 2013), Evolution Media Capital, a private sports media financial advisory company (since 2024), and various charitable organizations.

Previously, Mr. Klein was the Co-Founder and Chairman of Churchill Capital Corp IV, a publicly-traded special purpose acquisition company formed in July 2020. Churchill Capital Corp IV merged with Lucid Motors (Nasdaq: LCID), a technology company focused on electric vehicles, in July 2021. Mr. Klein also served on the board of directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. He was also the co-founder and Chairman of Churchill Capital Corp, a publicly-traded special purpose acquisition company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Plc. until October 2020. In addition, Mr. Klein previously served on the boards of Churchill Capital Corp V, VI, VII and X.

Mr. Klein is a strategic advisor to companies, governments, and investors, with over 30 years in investment banking, including senior leadership roles at Citi and Salomon Smith Barney.

Education: Mr. Klein holds a BS from The Wharton School of the University of Pennsylvania, with concentrations in finance and accounting.

Qualifications and Expertise: Mr. Klein was selected to serve on our Board based on his significant investment banking and strategic advisory experience.

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Denis Nikolaev

Independent

Director Since: November 2025

Age: 42

Experience: Mr. Nikolaev has served as a member of our Board since November 2025. Mr. Nikolaev is a Managing Director in the Investments team at Prosus N.V. and Naspers Ltd., a global consumer internet group and one of the world's largest technology investors and operators (together, “Prosus”) since September 2019. Prosus is also the largest stockholder of the Company (as the indirect owner of MIH). Mr. Nikolaev also currently serves as a member of the advisory board of GoStudent GmbH, a global online tutoring platform for children (since December 2021) and a member of the advisory board of Stack Exchange Inc., Stack Overflow GmbH, and Stack Overflow Limited (each since February 2021); the Stack Overflow companies comprise a global organization empowering developer communities to discover information, answers, and learning opportunities. All of the foregoing entities are Prosus portfolio companies.

Prior to his time at Prosus, Mr. Nikolaev worked as an investment banker at Citigroup in London (2008-2018) where he helped establish the Internet investment banking team. He was previously a member of the advisory boards at GoodBidco BV (May 2021 - August 2025) and EduMe Limited (December 2021 – August 2025), both Prosus portfolio companies.

Education: Mr. Nikolaev holds a bachelor’s degree in economics from the London School of Economics and Political Science and a master’s degree from Saïd Business School at the University of Oxford.

Qualifications and Expertise: Mr. Nikolaev was selected to serve on the Board based on his significant experience in the technology and internet industry.

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Arthur Gilliland

Independent

Director Since: March 2026

Age: 55

Committee Service:

• Audit

• Talent and Compensation (Chair)

Experience: Mr. Gilliland has served as a member of the Board of Directors of Skillsoft Corp. Since March 2026.

Mr. Gilliland currently serves as the Chief Executive Officer of Delinea, Inc., a leader in identity security (since March 2021). Prior to Delinea, Mr. Gilliland was the Senior Vice President and General Manager of the Symantec Enterprise Division of Broadcom Inc. (NASDAQ: AVGO), a global technology leader that designs, develops and supplies semiconductor and infrastructure software solutions (from November 2019 to December 2020). Prior to this, Mr. Gilliland served as EVP and GM Enterprise Business Unit of Symantec Corporation (NASDAQ: SYMC) (from November 2018 to November 2019) until Symantec’s Enterprise business was acquired by Broadcom, Inc. Previously, Mr. Gilliland served as Chief Executive Officer and President of Skyport Systems, a SaaS managed secure infrastructure provider that was acquired by Cisco Systems (from July 2015 to February 2018). Prior to Skyport Systems, Mr. Gilliland served as Senior Vice President and General Manger, Enterprise Security Products, at Hewlett-Packard Enterprise Company, (NYSE: HPE), a leader in essential enterprise technology (from July 2012 to July 2015).

Mr. Gilliland has also served as a member of the Board of Directors of OneSpan (Nasdaq: OSPN) (from December 2017 to January 2019) and as a member of the Board of Directors of Gigamon (from May 2018 to January 2019).

Education: Mr. Gilliland holds a bachelor’s degree in economics from Carleton College and an MBA from Harvard Business School.

Qualifications and Expertise: Mr. Gilliland was selected to serve on our Board based on his proven track record of success in the global, enterprise software industry.

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Continuing Directors – Class III Directors, serving until the 2027 Annual Meeting of Stockholders

Helena B. Foulkes

Independent

Director Since: June 2021

Age: 61

Committee Service:

• Audit

• Talent and Compensation

• Nominating and Governance

Experience: Helena B. Foulkes has served as a member of the Board of Directors of Skillsoft Corp. since June 2021.

Ms. Foulkes is currently a member of the Board of Directors of Costco Wholesale Corporation (Nasdaq: COST), a membership warehouse club (since August 2023) where she is a member of the Audit Committee, the Executive Chair of PM Pediatrics, a business with 90 urgent care clinics supporting children (since 2023), the Executive Chair of the Board of Directors of Follett Higher Education Group, an educational service provider and omnichannel retailer (since 2022), and a member of the Board of Directors of Harry’s, Inc., a consumer packaged goods company (since 2000).

Previously, Ms. Foulkes served as the Chief Executive Officer and a member of the Board of Directors of Hudson’s Bay Company (“HBC”), a multinational retailer (from February 2018 to March 2020), and as a member of the Board of Directors of Home Depot, Inc. (NYSE: HD), a home improvement goods retailer (from September 2013 to October 2021). Prior to HBC, she served as Executive Vice President of CVS Health Corporation (NYSE: CVS), an integrated pharmacy health care provider and retailer (from 2014 to 2018), and President of CVS Pharmacy (2014 to 2018). At CVS, Ms. Foulkes also served as Executive Vice President and Chief Health Care Strategy and Marketing Officer, Executive Vice President and Chief Marketing Officer, Senior Vice President of Health Services of CVS Pharmacy, Senior Vice President, Marketing and Operations Services, and Senior Vice President, Advertising and Marketing. In addition, Ms. Foulkes held positions in Strategic Planning, Visual Merchandising, and Category Management during her 20-plus years with CVS.

Education: Ms. Foulkes holds an AB from Harvard College and an MBA from Harvard Business School.

Qualifications and Expertise: Ms. Foulkes was selected to serve on our Board based on her extensive business experience, including public company chief executive officer experience, marketing experience and her role as a board member of prominent companies.

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Karen G. Mills

Independent

Director Since: June 2021

Age: 72

Committee Service:

• Audit

• Nominating and Governance

Experience: Karen G. Mills has served as a member of the Board of Directors of Skillsoft Corp. since June 2021. She served as director for Churchill Capital Corp II, Skillsoft’s predecessor listed company, since June 2019.

Ms. Mills has served as the President of Tootsie Roll Industries, Inc. and a member of its Board of Directors since June 2025. Ms. Mills is also the President of MMP Group since October 1993, which invests in financial services, consumer products, and technology-enabled solutions businesses. She also serves as Vice Chair of the National Bureau of Economic Research and is a member of the Harvard Corporation.

Ms. Mills was previously a Senior Fellow at the Harvard Business School (from January 2014 to 2025) focusing on economic policy, U.S. competitiveness, entrepreneurship, and innovation. Ms. Mills was previously a member of the Board of Directors of Clarivate Plc (NYSE: CLVT), a global provider of transformative intelligence (from May 2019 to January 2021). She was also a member of the Board of Directors of Churchill Capital Corp III and IV (from October 2020 to July 2021), Churchill Capital Corp V (from December 2020 to October 2023), Churchill Capital Corp VI (from February 2021 to December 2023) and Churchill Capital Corp VII (from February 2021 to August 2024). The Churchill group of companies are publicly-traded special purpose acquisition companies sponsored by an affiliate of M. Klein and Company.

In addition, Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration (from April 2009 to August 2013).

Education: Ms. Mills holds an AB in Economics from Harvard University, Magna Cum Laude, and earned an MBA from Harvard Business School.

Qualifications and Expertise: Ms. Mills was selected to serve on our Board based on her expertise in strategic and financial matters, business structure and growth, leadership, as well as her significant board of director experience.

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Paul Peake

Independent

Director Since: July 2024

Age: 43

Committee Service:

• Talent and Compensation

• Nominating and Governance

Experience: Paul Peake has served as a member of the Board of Directors of Skillsoft Corp. since July 2024.

Mr. Peake serves as the General Counsel for Takeaway.com Group B.V. (since April 2026), a leading global on-demand delivery marketplace and a Prosus portfolio company. Prosus is a global consumer internet group and one of the world’s largest technology investors and operators, as well as the largest shareholder of the Company (at the indirect owner of MIH

Previously, Mr. Peake served as the General Counsel Food, B2C and Edtech for Prosus, where he oversaw all legal aspects of Prosus’ investments across food delivery, ecommerce and edtech (from January 2020 to April 2026). Previously he also served on the board of several privately held Prosus portfolio companies, including iFoods Holdings B.V., a food delivery company operating in Brazil (from September 2023 to April 2026) and Takealot Group, an ecommerce company based in South Africa (from March 2022 to April 2026) and Dante International SA, a leading Romanian ecommerce platform (from February 2023 to April 2026). He also previously served as a member of the Board of Directors of HeyBlu IFN S.A., a non-banking financial services company (from December 2022 to October 2023) and as a member of the supervisory board of Flink SE, an on-demand grocery delivery service based in Germany (from May 2023 to August 2024), each Prosus portfolio companies. Prior to his relationship with Prosus, Mr. Peake spent five years at eBay group holding various senior positions including Head of Legal for StubHub Inc.’s international business (from September 2014 to January 2020). Prior to eBay, he worked for global organizations including Federation Internationale de Football Association (FIFA), adidas, Volkswagen Group and the United Nations. Mr. Peake started his career as a private practice lawyer in London with Shoosmiths LLP.

Mr. Peake has more than 15 years of professional experience with more than a decade of experience holding senior positions in global internet companies.

Education: Mr. Peake qualified as a lawyer from Nottingham Law School followed by a Master’s degree in EU Competition Law from King’s College London.

Qualifications and Expertise: Mr. Peake was selected to serve on our Board based on his extensive business and legal experience, including in global internet companies.

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Continuing Directors ‐– Class I Directors, serving until the 2028 Annual Meeting of Stockholders

Ronald W. Hovsepian

Director Since: June 2021

Age: 65

Experience: Ronald W. Hovsepian is the Chief Executive Officer and Executive Chair of the Board of Directors of Skillsoft Corp. since April 2024. He has served as a director of Skillsoft Corp. since June 2021 and previously served on the Audit, Talent and Compensation, and Nominating and Governance Committees until April 2024. In addition, he was the Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity from July 2018 to June 2021.*

Mr. Hovsepian also serves on the Board of Directors of Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, since December 2025, and on the Board of Directors of Sapio Sciences, LLC, an agentic AI lab informatics platform for biopharma research and development, clinical diagnostics and manufacturing, since April 2026. He has also been a member of the Board of Directors at ValoHealth since 2019 and served as Chairman for four years and has also been an executive partner at Flagship Pioneering, Inc., a venture capital firm focused on biotechnology and sustainability since October 2018.

Previously, he served as a chairman of the board of directors of Ansys Inc. (Nasdaq: ANSS), the global leader in engineering simulation (from 2019 to 2025), and previously served as its Lead Independent Director (from 2014 to 2019) and as non-executive Chairman (from 2014 to 2016). He also previously served as a director of Pegasystems Inc. (Nasdaq: PEGA), a software company empowering digital transformation (from January 2019 to June 2021). In addition, Mr. Hovsepian served as Chief Executive Officer of Indigo Ag, an agricultural technology company (from September 2020 to January 2024) and was previously a member of its Board of Directors (from 2019 to January 2024). Mr. Hovsepian was President and Chief Executive Officer of Intralinks, a global provider of secure SaaS collaboration solutions and virtual data rooms (from 2011 to 2017) and following its acquisition by Synchronoss Technologies, Inc. (Nasdaq GS: SNCR) served as Synchronoss’s Chief Executive Officer until April 2017. Prior to Intralinks, Mr. Hovsepian served as President and Chief Executive Officer of Novell, Inc., where he started as Executive Vice President and President, Worldwide Field Operations. Mr. Hovsepian began his career at IBM, where he held a number of management and executive positions over a 16-year period.

Education: Mr. Hovsepian holds a BS from Boston College.

Qualifications and Expertise: Mr. Hovsepian was selected to serve on our Board based on his extensive business experience in the technology sector, public company chief executive officer experience, and public company board experience, and his significant knowledge of Skillsoft from his prior service with the Skillsoft predecessor entity.

*In June 2020, Software Luxembourg and specified affiliates (the “Skillsoft Prior Entities”) commenced voluntary “prepackaged” petitions for relief under Chapter 11 of the U.S. Bankruptcy Court for the District of Delaware. In August 2020, the Skillsoft Prior Entities completed a successful restructuring and emergence from Chapter 11.

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Jim Frankola

Independent

Director Since: July 2024

Age: 61

Lead Independent Director

Committee Service:

• Audit (Chair)

• Talent and Compensation

• Nominating and Governance (Chair)

Experience: Jim Frankola has served as a member of the Board of Directors of Skillsoft Corp. since July 2024.

Mr. Frankola serves as a member of the Board of Directors and audit committee of IonQ (NYSE: IONQ), a leading commercial quantum computing and quantum networking company.

Previously, Mr. Frankola served as a member of the Board of Directors of 23andMe (NASDAQ:ME, later Chrome Holding Co OTC:MEHCQ), a leading human genetics and preventative health company (from October 2024 to December 2025), as a member of the Board of Directors and Chair of the Audit Committee of Ansys, Inc. (Nasdaq: ANSS), a global leader in engineering simulation (from March 2021 to July 2025), as a member of the Board of Directors of Cvent Holding Corp. (Nasdaq: CVT), a market-leading meetings, events and hospitality technology provider (from 2021 to 2023), and ActivIDentity Corporation, a credentials management and authentication company (from 2006 to 2010). He has also served as the Chief Financial Officer of Cloudera, Inc., an enterprise data cloud company (from 2012 to 2021) as well as Chief Financial Officer of Yodlee, Inc., a data aggregation and data analytics platform company (from 2010 to 2012) and the CFO of Ariba (from 2001-2008). Mr. Frankola has held various senior positions in financial and business management at several additional companies, including International Business Machines Corporation and Avery Dennison Corporation. In addition, Mr. Frankola serves as an advisor to early-stage artificial intelligence companies, Vectara and Narada.

Education: Mr. Frankola holds a BS in Accounting from Penn State University and a Master’s degree in International Business and Finance from NYU Stern School of Business.

Qualifications and Expertise: Mr. Frankola was selected to serve on our Board based on his extensive business experience in the technology sector, public company executive officer experience, and public company board experience.

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Peter Schmitt

Director Since: June 2021

Age: 59

Experience: Peter Schmitt has served as a member of the board of directors of Skillsoft Corp. since June 2021. He previously served as a director of Software Luxembourg, the Skillsoft predecessor entity, from August 2020 until June 2021.

Dr. Schmitt serves as Industrial Advisor at EQT Partners AB (“EQT Partners”), a global investment organization listed on Nasdaq Stockholm (since May 2018) and as President at MEC Advisors LLC, an advisory firm (since October 2017). He is on the advisory board of ThermoAnalytics, Inc., a global developer of thermal, fluid-flow, and infrared modeling software (since July 2019) as well as Acerta LinePulse (since January 2026), a purpose-built tool for discrete manufacturing processes using Industrial AI, and xSuite Group GmbH (since August 2022), a software manufacturer of intelligent applications automating document-based business processes, both 3i portfolio companies

Previously, Dr. Schmitt served on the board of MAIT GmbH, a provider of innovative and pioneering digital solutions (from 2021 to 2025), Innovyze LLC, a water infrastructure data analytics software provider, (from 2019 to 2021) and Zemax LLC, an optical design and simulation software provider (from 2018 to 2021), both EQT Partners portfolio companies which were sold in 2021, as well as Upchain, a cloud based product lifecycle management software company (from 2019 to 2021), which was also sold in 2021. He served on the advisory board of Blume Global, Inc., an Apollo portfolio company specializing in supply chain optimization, from 2021 until its sale in 2023. Dr. Schmitt previously served as Senior Vice President of IoT & Digital Twin at Cenit AG, a specialist in product lifecycle management, enterprise information management solutions and application management services listed on the Prime Standard of the German Stock Exchange (from 2018 to 2019). Prior to Cenit, Dr. Schmitt served as Executive Vice President of Global Sales & Operational Marketing at ESI Group (from 2015 to 2017) and Vice President at Dassault Systèmes (from 2000 to 2015).

Education: Dr. Schmitt holds a Diplom Ingenieur (equivalent to Master of Engineering in Mechanical Engineering) from Technical University of Karlsruhe, Germany and a Doctorate degree in Manufacturing Engineering from the University of Stuttgart, Germany.

Qualifications and Expertise: Dr. Schmitt was selected to serve on our Board based on his extensive business experience, including with international organizations, and his knowledge of Skillsoft from his prior service with the Skillsoft predecessor entity.

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CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORS

Board Leadership and Governance Structure

The following table details certain basic information on our directors, the composition of the Board and its standing committees, and the number of meetings held during the fiscal year ended January 31, 2026.

				Standing Committee Memberships
Name	Age	Director Since	Independent	Audit	Talent and Compensation	Nominating and Governance
Ronald W. Hovsepian	65	2021
Helena B. Foulkes	61	2021	☑	☑	☑	☑
Jim Frankola	61	2024	☑	©	☑	©
Arthur Gilliland	55	2026	☑	☑	©
Paul Peake	43	2024	☑		☑	☑
Michael S. Klein	62	2021
Karen G. Mills	72	2021	☑	☑		☑
Denis Nikolaev	42	2025	☑
Peter Schmitt	59	2021

*FY 2026 Meetings*			Board: 5	4	7	3
☑= Member © = Chair

Director Independence

The Board has determined that each of our directors and director nominees other than Mr. Hovsepian, who is also our Chief Executive Officer and Executive Chair, Mr. Klein, and Dr. Schmitt is “independent” as that term is defined under the New York Stock Exchange (“NYSE”) listing standards. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them, including those related person transactions described in the section entitled “Certain Relationships and Related Person Transactions.”

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Chairperson of the Board shall be elected by the Board. Pursuant to the MIH Subscription Agreement, the Board elected Ronald W. Hovsepian as the Chairperson of the Board (Executive Chair). The Board is free to elect another Chairperson at any time.

The Board has not adopted a policy requiring the CEO and Chairperson to be different persons. The Board believes that we and our stockholders are best served by maintaining flexibility to have any director serve as Chairperson and therefore believes that a permanent policy on whether the Chairperson and CEO positions should be separated or combined is not appropriate. However, an analysis of whether the Chairperson and CEO positions should be separated or combined is made on a periodic basis by the Board, which permits the Board to make changes to Board leadership that it believes are in the best interests of the Company and its stockholders. As a part of this process, the Board reviews whether the existing leadership structure provides strong independent oversight while balancing the need for extensive knowledge of business operations, risks and strategy implementation and accountability for Company performance.

In order to maintain the independent integrity of the Board, however, the Corporate Governance Guidelines provide that if the Chairperson is not an independent director, the Board shall appoint a Lead Independent Director who must be independent. Lawrence H. Summers served as the Lead Independent Director from August 2024 until his departure from the Board in November 2025. Jim Frankola was appointed as Lead Independent Director in March 2026. The Board is free to appoint another Lead Independent Director at any time.

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The Lead Independent Director’s responsibilities include: (a) presiding at all meetings of the Board at which the Chairperson is not present, including executive sessions of the non-executive and/or independent directors; (b) serving as liaison between the Chairperson and the independent directors; (c) reviewing and approving materials to be sent to the Board; (d) approving the meeting agendas for the Board; (e) approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; (f) having the authority to call meetings of the independent directors (which occur at least once every year); and (g) if requested by major stockholders, ensuring that he or she is available for consultation and direct communication. If the Chairperson is an independent director, then the foregoing responsibilities will be handled by the Chairperson.

The Board has considered our leadership structure in light of the Company’s size, the nature of our business, the regulatory framework in which we operate, and our peers and has determined that the Board’s leadership structure continues to be appropriate at this time. This structure of having a combined Chairman/CEO, counterbalanced with a Lead Independent Director with robust responsibilities and independent committee chairs, helps to ensure a unity of vision and strategy while still maintaining distinct roles of daily operations and oversight. The combined Chairman/CEO position also creates accountability to all stakeholders regarding the Company’s performance and risk management.

Board Size

The Board currently consists of nine directors. Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board, subject to certain exceptions. Pursuant to the Sponsor Stockholders Agreement, we agreed to cause the Board to be comprised of nine directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of management or a change in control of Skillsoft.

Board Committees

The Board has three standing committees: an Audit Committee, a Talent and Compensation Committee (the “Compensation Committee”), and a Nominating and Governance Committee. NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) require that the Audit Committee be comprised solely of independent directors; NYSE listing standards and Exchange Act Rule 10C-1 require that the Compensation Committee be comprised solely of independent directors; and NYSE listing standards require that the Nominating and Governance Committee be comprised solely of independent directors. Each of our Audit Committee, Compensation Committee, and Nominating and Governance Committee is composed solely of independent directors under applicable SEC rules and NYSE listing standards. The members of each of our Audit Committee, Compensation Committee and Nominating and Governance Committee will continue to serve as such until their resignation or until otherwise determined by the Board.

Each committee operates under a charter that was approved by the Board. The charter of each committee is available on our investor relations website at https://investor.skillsoft.com under “Governance: Governance Documents.”

Audit Committee

The Audit Committee was established in accordance with Exchange Act Section 3(a)(58)(A). The members of our Audit Committee are Helena B. Foulkes, Jim Frankola, Arthur Gilliland, and Karen G. Mills, with Jim Frankola serving as chair beginning June 2025. Karen G. Mills served as chair from June 2021 to June 2025. Each member of the Audit Committee is financially literate, and the Board has determined that Helena B. Foulkes, Jim Frankola, Arthur Gilliland, and Karen G. Mills each qualify as an “audit committee financial expert” as defined in applicable SEC rules and has the accounting and financial management expertise required for Audit Committee members under applicable NYSE listing standards. The Board has determined that each member of our Audit Committee (and each individual who served on such committee at any time during fiscal 2026 for the period that such individual so served) is independent under the applicable SEC rules and NYSE listing standards. No member of the Audit Committee serves on more than three audit committees of public companies, including that of the Company.

The primary function of our Audit Committee is to oversee our corporate accounting and financial reporting process. Our Audit Committee’s responsibilities include:

•

appointing and retaining, approving the compensation of, overseeing, and evaluating the independence, qualification, and performance of our independent registered public accounting firm;

•

reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

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overseeing our internal control over financial reporting and disclosure controls and procedures;

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monitoring compliance with our Code of Business Conduct and Ethics and our compliance and ethics program;

•

overseeing management’s process by which risk assessment and risk management are undertaken, including significant business risks and major financial risk exposures; and

•

reviewing and approving related party transactions in accordance with our Related Person Transaction Policy.

Talent and Compensation Committee (“Compensation Committee”)

The members of our Compensation Committee are Helena B. Foulkes, Jim Frankola, Arthur Gilliland, and Paul Peake, with Arthur Gilliland serving as chair beginning March 2026. Helena B. Foulkes served as chair from May 2024 to March 2026, and Ms. Mills served on the committee during fiscal 2026 until March 2026. The Board has determined that each member of our Compensation Committee (and each individual who served on such committee at any time during fiscal 2026 for the period that such individual so served) is independent under the applicable SEC rules and NYSE listing standards. The primary responsibilities of our Compensation Committee include:

•

reviewing and determining executive compensation philosophy, policies and programs that support our overall business strategy;

•

on an annual basis, reviewing and recommending to the Board corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these goals and objectives, and determining Chief Executive Officer compensation based on this evaluation;

•

on an annual basis, reviewing and approving the corporate goals and objectives relevant to the compensation of our other executive officers, evaluating the executive officers’ performance in light of these goals and objectives, and determining the executive officers’ compensation based on this evaluation

•

administering our incentive and equity plans, including reviewing and approving or making recommendations to the Board regarding the issuance of equity awards;

•

overseeing the clawback policy; and

•

developing and recommending to the Board an executive officer succession plan.

The Compensation Committee may form and delegate authority to subcommittees from time to time as it sees fit, but has not done so to date.

The Role of Management. Our CEO and Chief People Officer, working with internal resources as well as with our Compensation Committee’s compensation consultant, review our executive compensation program on an annual basis and make recommendations as to the type and amount of compensation based on the review of peer group and other market data, individual performance and other factors. Our CEO makes recommendations to our Compensation Committee regarding the compensation of our executives other than himself based on these same factors. The CEO does not participate in or make recommendations with respect to his own compensation and is not present during such discussions or determinations. After consideration of the foregoing, the Compensation Committee determines, in its sole discretion, whether to make adjustments to the base salary, annual cash incentive, equity award amounts or other compensation for our executives.

Nominating and Governance Committee

The members of our Nominating and Governance Committee are Helena B. Foulkes, Jim Frankola, Karen G. Mills, and Paul Peake with Jim Frankola serving as interim chair beginning December 2025 and as chair upon his appointment as such in March 2026. Mr. Lawrence Summers served as chair from August 2024 until his departure from the Board in November 2025. Mr. Fahd Beg served on the Nominating and Governance Committee during fiscal 2026 until his departure from the Board in November 2025. The Board has determined that each member of our Nominating and Governance Committee (and each individual who served on such committee at any time during fiscal 2026 for the period that such individual so served) is independent under NYSE listing standards. The primary responsibilities of our Nominating and Governance Committee include:

•

making recommendations to the Board regarding candidates for directorships and the size and composition of the Board and the committees of the Board;

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overseeing and advising the Board with respect to our corporate governance matters; and

•

overseeing and discussing with management and the Board our activities relating to corporate social responsibility and sustainability matters.

Meeting Attendance

During fiscal 2026, we held a total of five Board meetings, four Audit Committee meetings, seven Compensation Committee meetings and three Nominating and Governance Committee meetings. Each incumbent director attended at least 75% of the aggregate of the meetings of the Board and the Board committees on which he or she served during fiscal 2026. Directors are expected to attend each annual meeting of stockholders. Four of our nine directors attended our 2025 Annual Meeting of Stockholders. In addition, during fiscal 2026, the Board held at least four executive sessions during which only non-executive directors were present, and at least one session in which only independent directors were present.

Other Governance Matters

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics (the “Code”) that sets forth the legal and ethical standards of conduct for our directors, officers, and employees. It is intended to promote the conduct of our business in accordance with high standards of integrity and in compliance with all applicable laws, regulations, and NYSE listing standards. The Code includes a “code of ethics” as defined in Item 406(b) of Regulation S-K that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (this portion of the Code, the “SFO Code”).

The Code (including the SFO Code) is available on our investor relations website https://investor.skillsoft.com under “Governance: Governance Documents.” In the event we make any amendment to, or grant any waiver from, a provision of the SFO Code that requires disclosure under applicable SEC rules, we will disclose such amendment or waiver and the reasons therefore on our investor relations website as set forth above. The contents of our website are not incorporated by reference or made a part hereof for any purpose.

Role of the Board in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including the risks described under the heading “Risk Factors” in our 2026 Form 10-K filed with the SEC on April 7, 2026.

The Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the Company and its stockholders. While management is responsible for the day-to-day management of risks we face, our Board, as a whole and through its committees, has responsibility for the oversight of our risk management process. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board administers this oversight function directly through the Board itself, and through various Board standing committees that identify, categorize and address risks inherent in their respective areas of oversight. In particular, our Board and its committees are responsible for monitoring and assessing strategic risk exposure over the short, intermediate and long-term, including a determination of the nature and level of risk appropriate for the Company. For example:

•

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines, policies and steps to govern the process by which risk assessment and management is undertaken and the establishment and management of appropriate systems to manage such risks, including oversight of the ERM program described below;

•

Our Nominating and Governance Committee oversees risks related to governance, including our corporate governance practices, the composition and effectiveness of our Board, and risks related to corporate social responsibility and sustainability; and

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Our Compensation Committee receives updates on trends and developments in compensation and related matters from its independent compensation consultant throughout the year to assist in evaluating whether any of our compensation policies and programs have the potential to encourage excessive risk.