Scholastic (NASDAQ: SCHL) proxy outlines 2026 CEO pay and bonuses
Rhea-AI Filing Summary
Scholastic Corporation plans a virtual annual meeting on September 16, 2026 at 9:00 a.m. EDT. Holders of 828,100 Class A shares and 18,136,664 common shares of record on July 24, 2026 may vote. Class A holders elect eight directors, approve the advisory vote on executive pay, and control all other voting matters; common holders elect three directors. Class A and common each carry one vote per share, without cumulative voting.
Control remains concentrated: the Estate of Richard Robinson and related parties, including Iole Lucchese, beneficially own 53.8% of Class A, while BlackRock holds 2,439,244 common shares (11.7%). The board describes a pay-for-performance philosophy using base salary, a Short Term Incentive Plan (STIP), and long-term equity (RSUs, performance-based stock units, and options). For fiscal 2026, STIP targets used a corporate operating income goal of $59.91 million; actual corporate operating income was $54.32 million, funding the bonus pool at 81.36% of target. CEO Peter Warwick received total 2026 compensation of $3.74 million, including a $1.10 million STIP bonus. The HRCC also approved one-time $400,000 cash bonuses each to CFO Haji Glover and executive Jeffrey Mathews for completing sale-leaseback transactions. Warwick’s employment agreement provides a $1.10 million base salary from August 1, 2025, ongoing annual equity grants, and defined severance and vesting protections, including in certain change-of-control scenarios.
Positive
- None.
Negative
- None.
Filing Explained
The July 21 issuance completed 46,425 new common shares, while change-in-control vesting remains subject to HRCC discretion.
This definitive proxy remains a pre-vote disclosure, but it reports that
For a change in control, the 2011 and 2021 plans and the MSPP do not automatically accelerate unvested awards; the HRCC may choose to accelerate vesting or convert RSUs and PSUs.
Separately, the Maurice R. Robinson Trust’s Buy Sell Agreement gives Robinson’s estate, heirs, or personal representatives a right of first refusal if the trust receives an offer for its Class A shares, while a control offer can give the trust an option to sell alongside Robinson.
Key Figures
Key Terms
Short-Term Incentive Plan financial
performance-based stock units financial
Change of Control regulatory
Buy Sell Agreement financial
beneficial owner regulatory
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Peter Warwick | ||
| Haji Glover | ||
| Iole Lucchese | ||
| Jeffrey Mathews | ||
| Sasha Quinton |
- Election of eight directors by Class A holders and three directors by common stockholders
- Advisory vote to approve fiscal 2026 compensation awarded to named executive officers
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the main voting items at Scholastic’s (SCHL) 2026 annual meeting?
How is voting power divided between Class A and common stock of SCHL?
What compensation did SCHL CEO Peter Warwick receive for fiscal 2026?
How were 2026 bonuses for SCHL executives determined under the STIP?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Pursuant to §240.14a-12
(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
Scholastic 557 Broadway, New York, NY 10012-3999 (212) 343-6100
www.scholastic.com
SCHOLASTIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Holders of Class A Stock and Common Stock:
The Annual Meeting of Stockholders of Scholastic Corporation (the “Company”) will be held via the internet at www.virtualshareholdermeeting.com/SCHL2026 on Wednesday, September 16, 2026 at 9:00 a.m. E.D.T., for the following purposes:
Matters to be voted upon by holders of the Class A Stock
Matters to be voted upon by holders of the Common Stock
and such other business as may properly come before the meeting and any adjournments thereof.
A proxy statement describing the matters to be considered at the Annual Meeting of Stockholders is attached to this notice. Only stockholders of record of the Class A Stock and the Common Stock at the close of business on July 24, 2026 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.
We hope that you will be able to attend the meeting. Whether or not you plan to attend the meeting, we urge you to vote your shares promptly. You can vote your shares in three ways:
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By order of the Board of Directors |
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Chris Lick |
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Secretary |
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August 7, 2026 |
TABLE OF CONTENTS
Solicitation of Proxies |
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1 |
General Information |
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1 |
Voting Securities of the Company |
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2 |
Principal Holders of Class A Stock and Common Stock |
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4 |
Change of Control Arrangement for Certain Class A Stockholders |
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6 |
Delinquent Section 16(a) Beneficial Ownership Reports |
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6 |
Share Ownership of Management |
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7 |
Compensation Committee Interlocks and Insider Participation |
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8 |
Human Resources and Compensation Committee Report |
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9 |
Compensation Discussion and Analysis |
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10 |
Summary Compensation Table |
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22 |
Grants of Plan-Based Awards |
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24 |
Outstanding Equity Awards at May 31, 2026 |
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25 |
Option Exercises and Stock Vested |
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26 |
Pension Plan |
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26 |
Nonqualified Deferred Compensation Table |
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26 |
Potential Payments upon Termination or Change-in-Control |
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27 |
Pay Ratio |
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31 |
Pay Versus Performance |
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32 |
Equity Compensation Plan Information |
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37 |
Stock Ownership Guidelines |
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37 |
Matters Submitted to Stockholders |
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38 |
Proposal 1 – Election of Directors |
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38 |
Nominees for Election by Holders of Class A Stock |
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38 |
Nominees for Election by Holders of Common Stock |
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38 |
Board Composition |
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44 |
Board Leadership Structure and Risk Oversight |
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44 |
Environmental, Social and Governance (“ESG”) Oversight |
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45 |
The Board’s Role in Human Capital Management |
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45 |
Meetings of the Board and its Committees |
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45 |
Corporate Governance |
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47 |
Director Compensation |
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51 |
Proposal 2 - Advisory Vote to Approve Fiscal 2026 Compensation Awarded to Named Executive Officers |
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53 |
Independent Registered Public Accountants |
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54 |
Audit Committee’s Report |
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55 |
Stockholder Proposals for 2027 Annual Meeting |
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55 |
Other Matters |
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56 |
i
Important Notice Regarding Availability of Proxy Materials
for the 2026 Annual Meeting of Stockholders to be held on September 16, 2026
This Proxy Statement and the Annual Report to Stockholders are available at
www.proxyvote.com
SCHOLASTIC CORPORATION
557 Broadway
New York, New York 10012-3999
________________________
PROXY STATEMENT
________________________
ANNUAL MEETING OF STOCKHOLDERS
September 16, 2026
________________________
SOLICITATION OF PROXIES
General Information
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Scholastic Corporation, a Delaware corporation (the “Company”), to be voted at its Annual Meeting of Stockholders (the “Annual Meeting”), which will be held via the internet at www.virtualshareholdermeeting.com/SCHL2026 on Wednesday, September 16, 2026 at 9:00 a.m. E.D.T. and at any adjournments thereof.
The Company has made available to you over the Internet or delivered paper copies of this proxy statement, a proxy card and the Annual Report to Stockholders (of which the Company’s 2026 Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (the “Annual Report”) is a part) in connection with the Annual Meeting. The Company is using the rules of the Securities and Exchange Commission (“SEC”) that allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to many of its stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet, as well as to request a paper copy by mail or via email, free of charge, by following the instructions in the notice.
This proxy statement and the accompanying form of proxy, together with the Company’s Annual Report, are being mailed to those stockholders who are not receiving the notice concerning Internet availability on or about August 7, 2026.
Shares represented by each proxy properly submitted, either by the Internet, telephone or mail as indicated on the enclosed form of proxy, will be voted in accordance with the instructions indicated on such proxy unless revoked. A stockholder may revoke a proxy at any time before it is exercised by:
Any written notice revoking a proxy should be sent to the attention of Chris Lick, Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012-3999.
1
If you are a Common Stockholder of record submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors.
If you are a Common Stockholder and you hold your shares beneficially through a broker, bank or other holder of record submitting a proxy, and no instructions are specified, your shares will NOT be voted.
If you are a Class A Stockholder submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors and for Proposal 2.
By submitting a proxy, you authorize the persons named as proxies to use their discretion in voting upon any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.
SEC rules permit the Company to deliver only one copy of the proxy statement or the notice of Internet availability of the proxy statement to multiple stockholders of record who share the same address and have the same last name, unless the Company has received contrary instructions from one or more of such stockholders. This delivery method, called “householding,” reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive or have internet access to separate proxy cards.
If you are a stockholder of record and wish to receive a separate copy of the proxy statement, now or in the future, at the same address, or you are currently receiving multiple copies of the proxy statement at the same address and wish to receive a single copy, please write to or call the Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012-3999, telephone: (212) 343-6100.
Beneficial owners sharing an address who are currently receiving multiple copies of the proxy materials or notice of internet availability of the proxy materials and wish to receive a single copy in the future, or who currently receive a single copy and wish to receive separate copies in the future, should contact their bank, broker or other holder of record to request that only a single copy or separate copies, as the case may be, be delivered to all stockholders at the shared address in the future.
The cost of soliciting proxies will be borne by the Company. Solicitation other than by mail may be made personally or by telephone, facsimile or e-mail by regularly employed officers and employees who will not be additionally compensated for such solicitation. The Company may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable expenses in forwarding proxy materials to principals.
Voting Securities of the Company
Only holders of record of the Company’s Class A Stock, $0.01 par value (“Class A Stock”), and Common Stock, $0.01 par value (“Common Stock”), at the close of business on July 24, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, there were 828,100 shares of Class A Stock and 18,136,664 shares of Common Stock outstanding.
The Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) provides that, except as otherwise provided by law, the holders of shares of the Class A Stock (the “Class A Stockholders”), voting as a class, have the right to: (i) fix the size of the Board so long as it does not consist of less than three (3) nor more than fifteen (15) directors; (ii) elect all the directors, subject to the right of the holders of shares of Common Stock, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board; and (iii) exercise, exclusive of the holders of shares of Common Stock, all other voting rights of stockholders of the Company. The Certificate also provides that, except as otherwise provided by law, the voting rights of the holders of shares of Common Stock are limited to the right, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board.
2
Each share of Class A Stock and Common Stock is entitled to one vote. No holders of either class of stock have cumulative voting rights for directors. At the Annual Meeting, the Class A Stockholders will vote on the election of eight members of the Board and Proposal 2 and the holders of Common Stock will vote on the election of three members of the Board. If any other matters were to properly come before the Annual Meeting, they would be voted on by the Class A Stockholders.
The vote required for each proposal is specified in the description of such proposal. In the election of directors withheld votes and abstentions have no effect on the vote. For the purpose of determining whether a proposal has received the required vote, abstentions will not be considered as votes cast and will have no effect. Because none of the shares of Class A Stock are held by brokers, the effect of broker non-votes is not applicable in the case of the Class A Stock. Because the only proposal before Common Stockholders is the election of three directors, the effect of broker non-votes is not applicable in the case of the Common Stock.
The holders of a majority of the shares entitled to vote at the meeting constitute a quorum for the Annual Meeting, provided that, for purposes of matters to be voted upon by the holders of Class A Stock, a quorum is the holders of a majority of the Class A Stock and, for purposes of matters to be voted upon by the holders of Common Stock, a quorum is the holders of a majority of the Common Stock.
3
Principal Holders of Class A Stock and Common Stock
The following table sets forth information regarding persons who, to the best of the Company’s knowledge, beneficially owned five percent or more of the Class A Stock or the Common Stock outstanding on the Record Date. Under the applicable rules and regulations of the SEC, a person who directly or indirectly has, or shares, voting power or investment power with respect to a security is considered a beneficial owner of such security. Voting power is the power to vote or direct the voting of shares, and investment power is the power to dispose of or direct the disposition of shares. In computing the number of shares and percentage beneficially owned by any stockholder, shares of Class A Stock or Common Stock subject to options or restricted stock units (“RSUs”) held by that person that are currently exercisable or vested or become exercisable or vested within 60 days of the Record Date are included. Such shares, however, are not deemed outstanding for purposes of computing the percentage owned by any other person.
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Class A Stock |
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Common Stock |
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Name and Address |
Amount and |
Percent of |
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Amount and |
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Percent of |
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The Estate of Richard Robinson |
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Iole Lucchese, Special Executor |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
445,452 |
53.8 |
% |
1,024,699 |
(3) |
5.5 |
% |
Iole Lucchese |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
445,452 |
53.8 |
% |
1,262,643 |
(4) |
6.7 |
% |
Barbara Robinson Buckland |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
324,310 |
39.2 |
% |
* |
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* |
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Mary Sue Robinson Morrill |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
382,648 |
46.2 |
% |
1,102,436 |
(5) |
6.0 |
% |
Florence Robinson Ford |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
324,310 |
39.2 |
% |
* |
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* |
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Andrew S. Hedden |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
324,310 |
39.2 |
% |
938,267 |
(6) |
5.1 |
% |
Trust under the Will of |
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Maurice R. Robinson |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
324,310 |
39.2 |
% |
* |
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*. |
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Trust under the Will of |
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Florence L. Robinson |
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c/o Scholastic Corporation |
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557 Broadway |
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New York, NY 10012 |
58,338 |
7.0 |
% |
* |
|
* |
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BlackRock, Inc. |
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50 Hudson Yards |
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New York, NY 10055 |
– |
– |
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2,439,244 |
(7) |
11.7 |
% |
Dimensional Fund Advisors |
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6300 Bee Cave Road, Building One |
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Austin, TX 78746 |
– |
– |
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1,734,301 |
(8) |
8.3 |
% |
* Less than 5.0%
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4
5
Change of Control Arrangement for Certain Class A Stockholders
Pursuant to an agreement dated July 23, 1990 between the Maurice R. Robinson Trust and M. Richard Robinson, Jr. (the “Buy Sell Agreement”), the Maurice R. Robinson Trust has agreed that if it receives an offer from any person to purchase any or all of the shares of Class A Stock owned by the Maurice R. Robinson Trust and it desires to accept such offer, Richard Robinson, including his executors, heirs and personal representatives as the case may be (collectively, “Robinson”), will have the right of first refusal to purchase all, but not less than all, of the shares of Class A Stock that such person has offered to purchase for the same price and on the same terms and conditions offered by such person. In the event Robinson does not elect to exercise such option, the Maurice R. Robinson Trust shall be free to sell such shares of Class A Stock in accordance with the offer it has received. In addition, if Robinson receives an offer from any person to purchase any or all of his shares of Class A Stock and the result of that sale would be to transfer to any person other than Robinson or his heirs voting power sufficient to enable such other person to elect the majority of the Board, either alone or in concert with any person other than Robinson, his heirs or the Maurice R. Robinson Trust (a “Control Offer”), and Robinson desires to accept the Control Offer, the Maurice R. Robinson Trust will have the option to sell any or all of its shares of Class A Stock to the person making the Control Offer at the price and on the terms and conditions set forth in the Control Offer. If the Maurice R. Robinson Trust does not exercise its option, Robinson will be free to accept the Control Offer and to sell Robinson’s shares of Class A Stock in accordance with the terms of the Control Offer. If the Maurice R. Robinson Trust exercises its option, Robinson cannot accept the Control Offer unless the person making the Control Offer purchases the shares of Class A Stock that the Maurice R. Robinson Trust has elected to sell. The Estate has succeeded Mr. Robinson as a party to the Buy Sell Agreement as a result of Mr. Robinson's death.
Delinquent Section 16(a) Beneficial Ownership Reports
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC and NASDAQ reports of ownership of Company securities and changes in reported ownership. Officers, directors and greater than ten percent shareholders are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transactions were reported, the Company believes that, during the fiscal year ended May 31, 2026, the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a), except that two Form 4 reports, one reporting the withholding of shares in connection with the vesting of restricted stock units for Mr. Glover, and one reporting the grant of restricted stock units and stock options for Mr. Warwick, were late.
6
On the Record Date, July 24, 2026, each director and Named Executive Officer reported under the caption “Summary Compensation Table” and all directors and executive officers as a group beneficially owned shares of the Class A Stock and Common Stock as set forth in the table below. In computing the number of shares and percentage beneficially owned by any stockholder, shares of Class A or Common Stock subject to options or restricted stock units (“RSUs”) held by that person that are currently exercisable or vested or will become exercisable or vested within 60 days of the Record Date are included. Such shares, however, are not deemed outstanding for purposes of computing the percentage owned by any other person.
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Class A Stock |
Common Stock |
|||||
Name |
Amount and |
Percent of |
Amount and |
|
Percent of |
||
Directors |
|
|
|
|
|
|
|
Iole Lucchese |
445,452 |
(2) |
53.8 |
% |
1,262,643 |
(3) |
6.7% |
Milena Alberti |
— |
|
— |
|
5,312 |
(4) |
* |
Andrés Alonso |
— |
|
— |
|
48,401 |
(5) |
* |
James W. Barge |
— |
|
— |
|
67,935 |
(6) |
* |
Anne Clarke Wolff |
— |
|
— |
|
5,312 |
(7) |
* |
Robert Dumont |
— |
|
— |
|
26,536 |
(8) |
|
Alix Guerrier |
— |
|
— |
|
10,363 |
(9) |
|
Kaya Henderson |
— |
|
— |
|
11,640 |
(10) |
* |
Linda Li |
— |
|
— |
|
17,968 |
(11) |
* |
Verdell Walker |
— |
|
— |
|
22,189 |
(12) |
* |
Peter Warwick |
— |
|
— |
|
247,829 |
(13) |
1.4% |
Named Executive Officers |
|
|
|
|
|
|
|
Peter Warwick |
— |
|
— |
|
247,829 |
(13) |
1.4% |
Haji Glover |
— |
|
— |
|
12,439 |
(14) |
* |
Iole Lucchese |
445,452 |
(2) |
53.8 |
% |
1,262,643 |
(3) |
6.7% |
Jeffrey Mathews |
— |
|
— |
|
59,420 |
(15) |
* |
Sasha Quinton |
— |
|
— |
|
165,522 |
(16) |
* |
All directors and executive officers as a group (15 persons) |
445,452 |
(2) |
53.8 |
% |
1,976,001 |
(17) |
10.2% |
* Less than 1.0%
7
Compensation Committee Interlocks and Insider Participation
No member of the Human Resources and Compensation Committee (the “HRCC”) was at any time during fiscal 2026 an officer or employee of the Company or any of the Company’s subsidiaries nor was any such person a former officer of the Company or any of the Company’s subsidiaries. In addition, no HRCC member is an executive officer of another entity at which an executive officer of the Company serves on the board of directors.
8
Human Resources and Compensation Committee Report
The HRCC has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement. Based on this review and discussion, the HRCC recommended to the Board (and the Board has approved) that the CD&A be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
The members of the Human Resources and Compensation Committee of the Board of Directors of Scholastic Corporation have provided this report.
Linda Li, Chairperson |
Milena Alberti |
James W. Barge |
Kaya Henderson |
9
COMPENSATION DISCUSSION AND ANALYSIS
The Company’s compensation programs for its executive officers and other senior management are administered by the Human Resources and Compensation Committee (“HRCC”), which is composed solely of independent directors as defined by NASDAQ rules. The Company’s overall objective is to design compensation programs that attract, motivate, and retain employees as well as align the short-term and long-term strategic goals of the Company and its stockholders through such programs.
The HRCC generally consults with management regarding employee compensation matters. The Company’s Chief Executive Officer, working with the Company’s Human Resources Department, makes annual compensation recommendations to the HRCC for executive officers (other than himself) and senior management, including the Named Executive Officers. The Company’s compensation programs have been adopted in order to implement the HRCC’s compensation philosophy discussed below, while taking into account the Company’s financial position and performance. They have been developed with the assistance of the Human Resources Department, as well as independent executive compensation consultants retained by the HRCC. A description of the composition and procedures of the HRCC is set forth under “Meetings of the Board and its Committees-Human Resources and Compensation Committee” and “Corporate Governance-HRCC Procedures” in “Matters Submitted to Stockholders - Proposal 1: Election of Directors,” below.
The HRCC regularly reviews the Company’s compensation programs and considers appropriate methods to tie the executive compensation program to business achievement and financial performance and to further strengthen management’s alignment with stockholders.
10
Compensation Philosophy and Objectives
Pay Competitively |
• The Company’s goal is to provide a strategic compensation framework that aligns with the Company’s financial position and performance as well as the forward looking business strategy of the Company. The programs include performance metrics for individual contributions, business and staff unit contributions and the external market in which the Company competes for executive talent, with a key focus on cross-Company collaboration. • The Company, through competitive compensation policies and practices, strives to foster the continued development of the Company’s operating segments, which in turn builds stockholder value. • In determining the compensation of its Named Executive Officers, the Company seeks to achieve its compensation objectives through a combination of fixed and variable compensation. • The Company reviews multiple sources of executive compensation market data including for its peer group as well as broad compensation survey references covering media/technology and general industries. |
Pay for Performance |
• The Company’s compensation practices are designed to create a direct link between the aggregate compensation paid to each Named Executive Officer and the overall financial performance of the Company. • The performance of a specific business or staff unit for which an executive is responsible is used to create a direct link between the achievement of business and staff unit financial goals and the overall financial performance of the Company. |
Executives as Stockholders |
• The Company’s compensation practices have also been designed to link a portion of each Named Executive Officer’s compensation opportunity directly to the value of the Common Stock through the use of stock-based awards, including restricted stock units, performance-based stock units and, to a more limited extent under current practice, stock options, as deemed appropriate. |
Peer Group Analysis
The Company reviews the compensation practices of selected peer companies to use as a general frame of reference, but it does not formally benchmark its compensation against that of such peer companies. The peer companies to which the Company has looked to gauge its competitiveness for these purposes have included, but were not limited to, the following: The New York Times Company, Perdoceo Education Corporation, Pearson plc, The E. W. Scripps Company, Graham Holdings Company, Stride, Inc., and John Wiley & Sons, Inc., which companies constituted the peer group for fiscal 2026. Additionally, in analyzing its executive compensation, from time to time the Company reviews general industry compensation surveys provided by consulting firms, as well as more focused surveys covering a broad base of media companies. The HRCC reviews market pay information for these competitive references but does not assign a specific weighting to any single source or target a particular market percentile when making executive pay decisions for the Named Executive Officers.
11
Components of Executive Compensation
The following chart provides a brief overview of each of the elements of compensation. A more detailed description of each compensation element follows this chart.
Compensation Element |
Objective |
Key Features |
Fixed |
|
|
Base Salary |
• To establish a fixed level of compensation principally tied to day-to-day responsibilities. |
• Base salary is determined taking into account several factors, including current salary, individual job performance, internal equity, competitive external market conditions for recruiting and retaining executive talent, the scope of the executive’s position and level of experience, responsibilities, etc. |
Variable |
|
|
Annual Performance-Based Incentive Awards |
• To provide a reward based upon the achievement of the Company’s financial, operating and strategic goals established for the fiscal year, including individual performance goals. |
• Through the use of annual bonus awards, the HRCC ties a significant portion of each Named Executive Officer’s total potential compensation to Company performance and, in the case where the executive officer is responsible for a business or staff unit of the Company, performance of the actual unit. A lesser portion is tied to individual performance. |
Long-Term Incentive Compensation |
• To align the long-term interests of the executives and the Company’s stockholders. |
• Restricted stock units, which convert automatically into shares of Common Stock on a 1-to-1 basis upon vesting, generally in equal amounts over a three-year period, serve as a retention tool, as well as increasing an executive’s stock ownership. • Performance-based stock units are issued and tied to the achievement of annual adjusted EBITDA and Net Revenue growth goals based on three 1-year periods of financial performance, with vesting on the third anniversary from grant date. • Stock options, which typically vest ratably over three years, producing value for executives and employees only if the Common Stock price increases over the exercise price. |
Other Equity-Based Incentives and Benefit Plans |
• To attract and retain highly qualified talent and maintain market competitiveness. |
• The Company’s executives participate in the 401(k) Plan on the same terms as all other employees. • The ESPP provides a method for all employees, including executives, to purchase Common Stock at a 15% discount. • The MSPP permits senior management to defer receipt of all or a portion of their annual cash bonus payments in order to acquire restricted stock units at a 25% discount. |
Base Salary
Base salaries are reviewed annually in the context of the HRCC’s consideration of the effect of base compensation on recruiting and retaining executive talent. In establishing each executive’s base salary, including those of the Named Executive Officers, the HRCC considers several factors, as described under “Base Salary” in the above chart. In considering annual base salary increases, the Company’s financial performance, including that of the relevant business or staff unit to which the executive is attached, is also taken into consideration.
12
Consistent with the Company’s policies relating to annual reviews for all employees, salaries for executive officers and senior management, including the Named Executive Officers, are reviewed annually, generally at the HRCC July meeting under current practice, with any increases, based on the compensation objectives discussed above, becoming effective as determined by the HRCC at such meeting. For fiscal 2026, the HRCC’s independent compensation consultant conducted an annual compensation review of market comparisons using both survey data and information from the most recent proxy statements for the peer group indicated above and, as a result of this initial review, as well as other events occurring during fiscal 2026, the HRCC, during fiscal 2026, determined that increases would be made to base salary and other compensation elements for four of the Named Executive Officers (excluding Mr. Warwick whose compensation is covered below under “Employment Agreement with Chief Executive Officer”) as follows: (i) Ms. Lucchese, who received a 3% base salary increase to $850,000 effective June 1, 2025 for additional oversight and management responsibilities undertaken following the formation of Children’s Book Group; (ii) Mr. Glover, who received an increase in his STIP bonus opportunity from 50% to 60% and an increase in his annual Long-Term Incentive opportunity from $500,000 to $625,000 effective June 1, 2025 in recognition of his skilled management of the Finance team with the addition of increased expertise in key critical areas; (iii) Mr. Mathews, who received a 9.8% base salary increase to $615,000, as well as an increase in his STIP target bonus opportunity from 50% to 60% of his base salary and an increase in his annual Long-Term Incentive opportunity from $400,000 to $615,000 effective June 1, 2025 for the additional responsibilities undertaken as interim head of Scholastic Education and, upon his official appointment as President, Scholastic Education in December 2025, a subsequent base salary increase to $675,000 effective January 1, 2026, an increase in his STIP target bonus opportunity to 70% of his base salary effective as of June 1, 2025, to be applied for the full fiscal year ended May 31, 2026, guaranteed at a minimum of what the payout percentage would be for the Chief Growth Officer STIP calculation regardless of the results for the Scholastic Education business, and confirmation that his annual Long-Term Incentive opportunity for the fiscal 2027 equity awards to be made in September 2026 will be equal to his increased base salary of $675,000; and (iv) Ms. Quinton, who received a 6.9% base salary increase to $775,000 and an increase in STIP bonus opportunity from 70% to 75% effective June 1, 2025, and an increase in her annual Long-Term Incentive opportunity from $500,000 to $775,000 for her significantly expanded new role and increased responsibilities undertaken as President, Children’s Book Group.
Annual Performance-Based Incentive Awards
Generally, the HRCC ties a meaningful portion of each Named Executive Officer’s total potential compensation to Company and, as relevant, business or staff unit performance. In setting financial and operating performance targets, which are established early in the fiscal year, the HRCC considers Company-wide strategic and operating plans and, where applicable, those of the executive’s business or staff unit. In each case, whether considering the Company as a whole or an executive’s business or staff unit, the HRCC considers the budget for the next fiscal year and sets specific incentive targets that are directly linked to the Company’s financial performance as well as that of the business or staff unit. The continued focus of the annual bonus element of compensation has been to align the interests of senior management, including the Named Executive Officers, with the Company’s financial, operating and strategic goals for the relevant fiscal year primarily to encourage the achievement of the Company’s key financial and operating goals for such fiscal year, as well as business or staff unit goals and agreed individual goals.
Short Term Incentive Plan
Potential cash bonus awards for senior management for fiscal 2026, including the Named Executive Officers, and other eligible employees were determined under the Company’s Short-Term Incentive Plan (“STIP”), which was initially adopted by the HRCC in September 2021 as a successor plan to the previous Management Incentive Plan (“MIP”). The STIP has been designed primarily to reward both Company-wide and business or staff unit performance. Under the STIP, bonus targets are stated as a percentage of salary allocated
13
among the corporate, business or staff unit and individual goals. The HRCC determined that increases would be made to the allocated bonus targets for three of the Named Executive Officers, Mr. Glover, Mr. Mathews, and Ms. Quinton in fiscal 2026, more fully described above under “Base Salary.”
Fiscal 2026 STIP Bonuses
The fiscal 2026 STIP is being funded based on the achievement of the Corporate and Divisional (in the case of business units) or Departmental (in the case of staff functions) metrics established for fiscal 2026 and, to a lesser extent, the achievement of the agreed individual performance goals. The Corporate metric used to determine payout of the bonus is Corporate Operating Income, defined for this purpose as the Company’s net revenues less total operating costs and expenses from continuing operations as reported in the Company’s audited financial statements, excluding one-time items as discussed in earnings releases or calls and press releases, legal or tax settlements, changes to accounting policies or impaired assets. Division Operating Income is defined for this purpose as the operating income of the specific business unit for which the Named Executive Officer is responsible, measured against budget (excluding internal expense allocations). The Departmental Budget Objective is defined for this purpose as the control of operational costs for each staff function measured against budget.
As discussed above, the annual bonus awards under the STIP are generally designed to reward for Company-wide performance, as well as the other indicators of performance discussed above and referenced in the chart below. With respect to the fiscal 2026 STIP, at its meeting on July 15, 2025, the HRCC set the performance measures based on the objective of meeting the Company’s fiscal 2026 operating plan based on a Corporate Operating Income target of $59.91 million, as well as Divisional/Departmental financial goals, while continuing the 10% individual performance metric applicable to senior management, including the Named Executive Officers, based upon their annual performance reviews.
To drive greater alignment with the Company’s corporate priorities, the design for the fiscal 2026 STIP included changes to the metric allocations applicable to participants with Divisional Operating Income (“revenue”) or Departmental Business Objective (“overhead”) goals. The chart below details the Company’s STIP metric allocation structure. These metrics are applicable to all participants (other than the CEO). The changes in the metrics for fiscal 2026 were intended to create a structure where collaboration across the Company is encouraged and rewarded, incentivizing actions that drive overall Company performance consistently among the Divisional and Departmental groups.
Fiscal 2026 STIP Metric Allocation Structure
For fiscal 2026, annual incentives for Named Executive Officers were based on the following performance metrics:
Participants |
STIP Metric Allocations |
||
Corporate |
Divisional Departmental Budget Objective |
Individual Performance Review |
|
Named Executive Officers - CEO |
100% |
0% |
0% |
Named Executive Officers - Divisional Operating Income Group |
60% |
30% |
10% |
Named Executive Officers - Departmental Budget Objective Group |
70% |
20% |
10% |
14
Fiscal 2026 STIP Payment Structure
The funding for the fiscal 2026 STIP was the sum of the calculated bonuses for each Division or Department based on achievement of the Company’s Corporate and Divisional/ Departmental metrics as well as the individual performance metric as per the chart below:
|
Fiscal 2026 STIP Plan Funding* |
||
Threshold |
Metric to Target |
Corporate Operating |
Bonus Payout % |
Maximum |
150% |
$89.87 |
150% |
Target |
100% |
$59.91 |
100% |
Minimum |
75% |
$44.93 |
50% |
*For illustrative purposes only, this chart assumes that the Business and Staff Units achieved their target for fiscal 2026.
For fiscal 2026, the Company achieved Corporate Operating Income of $54.32 million, which was 90.68% of the target amount and within the threshold for a bonus payout under the STIP, in respect to the Corporate Operating Income component, which resulted in the payout of a bonus pool at 81.36% of the target pool. Based on the foregoing, the HRCC approved bonuses to be paid under the STIP to the Named Executive Officers as provided in the table below.
15
Named Executive Officer |
Metric Allocations |
Target Bonus |
Actual Achievement |
Fiscal 2026 |
Peter Warwick |
100% Corporate Operating Income |
125% |
81% |
$1,101,808 |
Haji L. Glover |
70% Corporate Operating Income 20% Departmental Budget Objective 10% Individual Performance |
60% |
88% |
$329,832 |
Iole Lucchese(1) |
Children's Book Group (CBG) 35%; SEI Oversight (25%): 60% Corporate Operating Income 30%c Division Operating Income 10% Individual Performance
Corp. Comm./Creative Devel. (20%); Chief Strategy Officer (20%): 70% Corporate Operating Income 20% Departmental Budget Objective 10% Individual Performance |
100% |
80% |
$683,013 |
Jeffrey Mathews(2)
|
Scholastic Education (50%) 60% Corporate Operating Income 30% Department Budget Objective 10% Individual Performance
Investor Relations (50%) 70% Corporate Operating Income 20% Departmental Budget Objective 10% Individual Performance |
70% |
89% |
$419,992 |
Sasha Quinton
|
60% Corporate Operating Income 30% Division Operating Income 10% Individual Performance |
75% |
88% |
$510,547
|
Fiscal 2027 STIP
For the Fiscal 2027 STIP, the HRCC intends to continue to set the performance measures based on Company wide, departmental and/or staff unit financial goals, as well as an individual goal component, focusing on the objective of meeting the Company’s fiscal 2027 operating plan; however, the terms of the final Fiscal 2027 STIP are still under consideration and the final plan design is expected to be presented and approved at the HRCC meeting to be held in September 2026.
16
Special Supplemental Bonus for Fiscal 2026
On December 16, 2025, the HRCC approved special cash bonuses for Haji Glover, and Jeffrey Mathews, each of whom is a Named Executive Officer, and one other Executive Officer, as part of a special transaction bonus pool in the aggregate amount of $1.5 million to be paid out to the key executives and employees who delivered successfully on the sale and leaseback transactions involving the Company’s headquarters building in New York City and the Company’s facilities located in Jefferson City, Missouri for their efforts in connection therewith, with each of Mr. Glover and Mr. Mathews receiving a cash bonus of $400,000 from the bonus pool. Such bonuses are included in the “Summary Compensation Table” included herein.
Long-Term Incentive Compensation
The HRCC, either directly or through limited delegation of authority, determines the awards of long-term incentive compensation through equity incentives, which have generally been awarded in the form of stock options, restricted stock units, and/or performance-based stock units granted to executive officers, including the Named Executive Officers, and senior management, as well as certain other eligible employees.
The general practice of the HRCC is currently to consider:
The Company currently makes its equity award grants under the Scholastic Corporation 2021 Stock Incentive Plan (the “2021 Plan”), which was approved by the Board in July 2021 and by the Class A Stockholders in September 2021.
Restricted Stock Units, Performance-Based Stock Units and Options to Purchase Common Stock
For fiscal 2026, the HRCC granted the annual equity-based awards to the Named Executive Officers and other members of senior management as well as to certain other employees at its September 2025 meeting and otherwise granted such equity awards during fiscal 2026 principally to certain newly-hired or promoted employees to fulfill contractual obligations or commitments. These grants were made in the form of restricted stock units, performance-based stock units or stock options, or a combination of both restricted stock units and performance-based stock units or, on a more limited basis, restricted stock units and stock options.
Stock options currently granted by the HRCC under the 2021 Plan vest in three equal annual installments beginning on the first anniversary of the effective date of grant and expire after seven years. Restricted stock units granted under the 2021 Plan convert automatically into shares of Common Stock on a one-to-one basis upon vesting, generally in equal amounts over a three-year period. Neither the 2021 Plan nor its predecessor plan permit the deferral of restricted stock units.
17
Commencing in September 2024, the Company, as a general practice, replaced grants of stock options with performance-based stock units resulting in equity award grant combinations of restricted stock units and performance-based stock units primarily being granted. The financial metrics and goals for performance-based stock units granted under the 2021 Plan are set on the grant date and are based on three one-year periods of annual net revenue and annual adjusted EBITDA growth targets. Performance-based stock units convert automatically into shares of Common Stock on a one-to-one basis upon vesting, generally on the third anniversary from the effective grant date.
Through vesting and forfeiture provisions, stock options, restricted stock units, and performance-based stock units create incentives for executive officers and senior management to remain with the Company. The specific fiscal 2026 grants to the Named Executive Officers are set forth below in the “Grants of Plan-Based Awards” table, and information regarding the equity awards held by the Named Executive Officers as of the end of fiscal 2026 is set forth below in the “Outstanding Equity Awards at May 31, 2026” table.
Employment Agreement with Chief Executive Officer
On July 18, 2021, the Board elected one of its members, Peter Warwick, to succeed Richard Robinson, who passed away unexpectedly on June 5, 2021, as the Company’s Chief Executive Officer and President, effective August 1, 2021, initially for a three year term. Mr. Warwick has continued to serve as a member of the Board.
In connection with his appointment as the Company’s Chief Executive Officer and President, Mr. Warwick entered into a three year employment agreement with the Company (the “CEO Employment Agreement”), which was unanimously recommended by the HRCC (without Mr. Warwick’s participation) and approved unanimously by the Board members, with Mr. Warwick recusing himself from the discussion and abstaining from the vote thereon.
The CEO Employment Agreement provided for: (i) an initial base annual salary of $1,000,000, which may be increased but not decreased during the term; (ii) an annual cash discretionary bonus based on a target bonus opportunity of 125% of base salary and the level of satisfaction of performance criteria determined on an annual basis by the HRCC (which included a minimum guaranteed cash discretionary bonus of $625,000 in respect of fiscal 2022); (iii) an initial equity award of $1.5 million under the 2011 Plan, approved by the HRCC at its meeting held on July 20, 2021 with an effective grant date of August 2, 2021, 75% of such award in the form of restricted stock units and 25% in the form of stock options, with such grants vesting over a three year period, subject to acceleration in the case of certain termination events; and (iv) an annual equity grant under the 2011 Plan (or any successor plan) in the form of performance-based restricted stock units (PSUs) with a target fair market value of $1,000,000 per year during the term of the CEO Employment Agreement. The number of performance stock units to be granted is the number equal to the target fair market value of $1,000,000 divided by the fair market value of a share of Common Stock on the date of grant determined in accordance with the terms of the 2011 Plan (or any successor to the 2011 Plan), with each annual grant vesting in one year. In the case of the annual cash bonus referred to in clause (ii) above, it was determined to base the performance criteria on the criteria adopted by the HRCC for the STIP for the relevant fiscal year.
In the event of a termination of Mr. Warwick by the Company without “cause” (as defined in the CEO Employment Agreement) or Mr. Warwick terminates his employment for “Good Reason” (as defined) following a “Change of Control” (as defined) of the Company, Mr. Warwick will be entitled to twice the present value of his remaining base salary as severance. If Mr. Warwick’s employment with the Company is terminated due to his death or disability, he (or his estate) will be entitled to receive his accrued base salary, expense reimbursement and vested equity awards (the “Accrued Obligations”). Also, in either case, any stock options, restricted stock units or performance stock units (vesting at target level attainment in the case of performance stock units), to the extent then outstanding and unvested, will become fully vested and, in the case of stock options, fully exercisable during the remaining term of the options. If Mr. Warwick is terminated
18
without cause or leaves the employment for “Good Reason” (other than resulting from a Change of Control), he is entitled to receive the Accrued Obligations, a cash severance payment equal to the present value of his base salary through the expiration date of the CEO Employment Agreement, COBRA premium payments for health coverage for up to 18 months, accelerated vesting / exercisability of his restricted stock units or performance stock units (vesting at target level attainment in the case of performance stock units) and stock options and a partial year discretionary bonus provided that the applicable performance criteria for the period in question have been met.
During the term of the CEO Employment Agreement, Mr. Warwick is eligible for all employee benefits (including health insurance and 401(k) or other retirement plans, and participation in the STIP and MSPP) on terms not less favorable than those provided generally to other senior executives of the Company. The CEO Employment Agreement also contains other customary terms and conditions of senior executive employment agreements.
On October 4, 2023, Mr. Warwick’s Employment Agreement was amended to, among other things: change the term of the CEO Employment Agreement, originally scheduled to expire on July 31, 2024, to a term which would continue from year-to-year, provided Mr. Warwick and the Company mutually agree in writing no later than January 31 of each year to extend the CEO Employment Agreement for an additional one-year period; confirm that Mr. Warwick’s annual cash bonus opportunity would be determined in accordance with the applicable STIP for each year with a maximum target opportunity of 125% of his base salary; confirm that the annual equity award as originally provided in the CEO Employment Agreement as described above is to be continued each year of the term as changed by the amendment; add the recommendation to the HRCC that Mr. Warwick receive an additional annual equity award with a total value of $500,000, during the term as changed by the amendment, of which 75% of the value is to be in the form of restricted stock units and 25% in the form of stock options, with an effective grant date of July 1 of each year during the term and a vesting period of one year following the effective grant date in the case of both types of awards and the stock options having a seven year exercise period, absent a termination of Mr. Warwick for Cause (as defined in the CEO Employment Agreement) or a voluntary termination by Mr. Warwick other than for “Good Reason” (as defined in the CEO Employment Agreement).
At the December 10, 2024 meeting, the HRCC unanimously approved an increase to Mr. Warwick’s annual base salary to $1,100,000 beginning August 1, 2025. The Company and Mr. Warwick have agreed to continue the current term of his agreement for another year through July 31, 2027.
The performance measures for Mr. Warwick’s performance stock units for fiscal year 2026 were established early in the fiscal year and are being established early in fiscal year 2027 for fiscal 2027. The performance measures are established annually by the HRCC (with input from the Human Resources Department of the Company) in consultation with Mr. Warwick. The performance measures established for fiscal 2026 for Mr. Warwick’s annual equity grant covered oversight of the creation of a Children’s Book Group through the combination of the Trade, Book Fairs and Book Clubs businesses into a collective group focused on long-term revenue growth; reorganizing the Education business through streamlining the organization, focusing on areas where Scholastic can demonstrate its strengths, including identifying a permanent President to complete the reorganization; continuing to work with the Chief Financial Officer focusing on cost controls and gross margin improvement, including restructuring executive leadership to meet these objectives; attention to mitigation in the context of unforeseen events that could materially impact the Company (such as tariffs); and continuing to work with the Board on strategic initiatives such as the now-completed sales and leasebacks of Scholastic’s SoHo headquarters and Jefferson City facilities. At its July 21, 2026 meeting, the HRCC reviewed Mr. Warwick’s fiscal 2026 performance and determined that Mr. Warwick had fully achieved the qualitative performance measures established for fiscal 2026 at the $1,000,000 target level, which resulted in the issuance of 46,425 shares of Common Stock (using the date of grant to determine fair market value) to Mr. Warwick on that date upon vesting of the underlying performance stock units.
19
Information on the compensation received by Mr. Warwick during fiscal 2026 is set forth below in the “Summary Compensation Table” and information regarding the equity awards received by Mr. Warwick is set forth in the “Outstanding Equity Awards at May 31, 2026” table.
Compensation Arrangements with Executive Officers
On December 5, 2023, the Company extended an offer of employment (the “Glover Offer”) to Haji L. Glover, the Company’s Executive Vice President and Chief Financial Officer, who joined the Company in such positions on January 22, 2024. Under the principal terms of the Glover Offer, Mr. Glover was entitled to receive: (i) a base salary at the rate of $625,000 per year; (ii) a one-time equity incentive grant, with three year vesting in equal amounts, under the 2021 Plan and valued at $200,000 (60% of such grant to be made in the form of restricted stock units and 40% to be made in the form of non-qualified stock options); (iii) a STIP target bonus percentage of 50% of his base salary, with the STIP bonus for fiscal 2024 guaranteed at $200,000 as a minimum payout; and (iv) continuing to be eligible to receive long term equity incentives with a target equity grant value of $500,000 per annum beginning in September 2024 at the discretion of the HRCC. In addition, in the event Mr. Glover’s employment is terminated without cause prior to January 2027, he will be eligible to receive severance in an amount equivalent to 24 months’ salary. Information on the compensation received by Mr. Glover during fiscal 2026 is set forth below in the “Summary Compensation Table” and information regarding the equity awards received by Mr. Glover is set forth below in the “Outstanding Equity Awards at May 31, 2026” table. Reference is also made to the additional information concerning Mr. Glover’s compensation arrangements contained above under “Base Salary.”
On July 11, 2022, the Company extended an offer of employment (the “Mathews Offer”) to Jeffrey Mathews, currently, the Company’s Executive Vice President, Chief Growth Officer and President, Scholastic Education, who joined the Company as its Executive Vice President, Corporate Development and Investor Relations on July 11, 2022. Under the principal terms of the Mathews Offer, Mr. Mathews was entitled to receive: (i) a base salary at the rate of $560,000 per year; (ii) a one-time equity incentive grant, with three year vesting in equal amounts, under the 2021 Plan of 13,835 Restricted Stock Units; (iii) a STIP target bonus percentage of 50% of his base salary; and (iv) continuing to be eligible to receive long term equity incentives with a target equity grant value of $400,000 per annum beginning in September 2022 at the discretion of the HRCC. The Mathews Offer also provides that, in the event his employment is terminated without cause, he will be eligible to receive compensation equivalent to 24 months’ salary. In addition, the Mathews Offer was amended in December 2025 to provide that if, during the twelve-month period with effect from January 1, 2026, Mr. Mathews terminates his employment with the Company because of a compensation downgrade, he will be entitled to receive compensation equivalent to 24 months’ salary.
At its meeting held on September 17, 2024, the HRCC approved a special, one-time grant of restricted stock units and performance stock units to Mr. Mathews in connection with his promotion to Chief Growth Officer, in addition to his business development and investor relations responsibilities, in recognition of the redefinition and expansion of the role of Mr. Mathews intended to place additional focus on the Company’s growth opportunities, as well as his role in bringing the 9 Story Media, Inc. investment opportunity to fruition. Accordingly, Mr. Mathews was awarded a special equity grant valued at $1,500,000, with an effective grant date of October 1, 2024, the fixed dollar amount being comprised of 50% restricted stock units and 50% performance-based stock units, which grants are included below in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at May 31, 2026” table.
Information on the compensation received by Mr. Mathews during fiscal 2026 is set forth below in the “Summary Compensation Table” and information regarding the equity awards received by Mr. Mathews is set forth below in the “Outstanding Equity Awards at May 31, 2026” table. Reference is also made to the additional information concerning Mr. Mathews’ current compensation arrangements contained above under “Base Salary.”
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On January 9, 2026, as an addendum to the original Offer Letter, dated November 15, 2019, that Ms. Quinton received upon her employment by the Company, the Company agreed that, if Ms. Quinton’s employment with the Company is terminated without cause, she will receive a separation payment equivalent to twenty-four months’ salary.
Other Equity-Based Incentives
The Scholastic Corporation Employee Stock Purchase Plan (as amended, the “ESPP”) and the Scholastic Corporation Management Stock Purchase Plan (as amended, the “MSPP”) were designed to augment the Company’s stock-based incentive programs by providing participating employees with equity opportunities intended to further align their interests with the Company and its stockholders. The purpose of the ESPP is to encourage broad-based employee stock ownership. The ESPP is offered to United States-based employees, including the Named Executive Officers. The ESPP permits participating employees to purchase, through after-tax payroll deductions, Common Stock at a 15% discount from the closing price of the Common Stock on the last business day of each calendar quarter. Mr. Mathews is the only Named Executive Officer currently participating in the ESPP.
Under the MSPP, which was adopted in 1999 in order to provide an additional incentive for senior management, including the Named Executive Officers, to invest in Common Stock through the use of their cash bonuses paid under the STIP (and its predecessor, the MIP), eligible members of senior management may use such annual cash bonus payments on a tax-deferred basis to purchase restricted stock units (“RSUs”) in the Company at a 25% discount from the lowest closing price as reported on NASDAQ in the fiscal quarter in which the bonus is paid. With respect to fiscal 2026, senior management participants in the MSPP were permitted to defer receipt of all or a portion of their annual cash bonus payments, which will be used to acquire RSUs at a 25% discount from the lowest closing price of the underlying Common Stock during the fiscal quarter ending on August 31, 2026. The deferral period chosen by participants could not be less than the three-year vesting period for the RSUs, with the first three years of deferral running concurrently with the vesting period. Upon expiration of the applicable deferral period, the RSUs would be converted into shares of Common Stock on a one-to-one basis. For fiscal 2026, one member of senior management, who is not a Named Executive Officer, is receiving a STIP bonus and making deferrals under the MSPP.
Results of Stockholder Advisory Vote on Compensation of Named Executive Officers
At the 2023 Annual Meeting of Stockholders, the Class A Stockholders approved a determination that the Company hold advisory votes on Named Executive Officer compensation once every three years. As a result, the advisory vote on Named Executive Officer compensation in respect of the fiscal 2026 compensation for the Company’s Named Executive Officers, including the policies and practices related thereto, is included in “Matters Submitted to Stockholders – Proposal 2: Advisory Vote to Approve Fiscal 2026 Compensation Awarded to Named Executive Officers,” below.
21
SUMMARY COMPENSATION TABLE
The following table summarizes the total compensation earned by or paid to the Named Executive Officers for the fiscal years ended May 31, 2026, 2025 and 2024, as indicated below.
Name and Principal Position |
Fiscal |
Salary |
|
Bonus |
|
|
Stock |
|
Option Awards(2) |
|
|
Non-Equity |
|
Change in |
|
|
All Other |
|
Total |
|
|||||||||||||
Peter Warwick |
2026 |
$ |
|
1,079,231 |
|
$ |
|
0 |
|
$ |
|
1,374,978 |
|
$ |
|
125,016 |
|
$ |
|
1,101,808 |
|
$ |
|
0 |
|
$ |
|
61,939 |
|
$ |
|
3,742,972 |
|
President and Chief Executive Officer |
2025 |
$ |
|
1,000,000 |
|
$ |
|
0 |
|
$ |
|
1,374,986 |
|
$ |
|
125,001 |
|
$ |
|
760,511 |
|
$ |
|
0 |
|
$ |
|
40,015 |
|
$ |
|
3,300,513 |
|
2024 |
$ |
|
1,000,000 |
|
$ |
|
0 |
|
$ |
|
999,965 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
38,626 |
|
$ |
|
2,038,591 |
|
|
Haji Glover(5) |
2026 |
$ |
|
625,000 |
|
$ |
|
400,000 |
|
$ |
|
624,985 |
|
$ |
|
0 |
|
$ |
|
329,832 |
|
$ |
|
0 |
|
$ |
|
17,196 |
|
$ |
|
1,997,013 |
|
Executive Vice President and Chief Financial Officer |
2025 |
$ |
|
625,000 |
|
$ |
|
0 |
|
$ |
|
499,970 |
|
$ |
|
0 |
|
$ |
|
229,965 |
|
$ |
|
0 |
|
$ |
|
10,423 |
|
$ |
|
1,365,358 |
|
2024 |
$ |
|
204,327 |
|
$ |
|
0 |
|
$ |
|
119,983 |
|
$ |
|
80,013 |
|
$ |
|
200,000 |
|
$ |
|
0 |
|
$ |
|
7,153 |
|
$ |
|
611,475 |
|
|
Iole Lucchese |
2026 |
$ |
|
849,039 |
|
$ |
|
0 |
|
$ |
|
899,980 |
|
$ |
|
0 |
|
$ |
|
683,013 |
|
$ |
|
0 |
|
$ |
|
39,905 |
|
$ |
|
2,471,936 |
|
Chair of the Board, Executive Vice President, Chief Strategy Officer and President, Scholastic Entertainment |
2025 |
$ |
|
816,731 |
|
$ |
|
0 |
|
$ |
|
899,989 |
|
$ |
|
0 |
|
$ |
|
463,302 |
|
$ |
|
0 |
|
$ |
|
30,874 |
|
$ |
|
2,210,896 |
|
2024 |
$ |
|
800,000 |
|
$ |
|
0 |
|
$ |
|
359,990 |
|
$ |
|
240,002 |
|
$ |
|
40,000 |
|
$ |
|
0 |
|
$ |
|
25,530 |
|
$ |
|
1,465,522 |
|
|
Jeffrey Mathews (6) |
2026 |
$ |
|
634,808 |
|
$ |
|
400,000 |
|
$ |
|
614,982 |
|
$ |
|
0 |
|
$ |
|
419,992 |
|
$ |
|
0 |
|
$ |
|
47,517 |
|
$ |
|
2,117,299 |
|
Executive Vice President, Chief Growth Officer and President, Scholastic Education |
2025 |
$ |
|
560,000 |
|
$ |
|
0 |
|
$ |
|
1,899,960 |
|
$ |
|
0 |
|
$ |
|
210,249 |
|
$ |
|
0 |
|
$ |
|
10,238 |
|
$ |
|
2,680,448 |
|
2024 |
$ |
|
560,000 |
|
$ |
|
0 |
|
$ |
|
239,981 |
|
$ |
|
160,013 |
|
$ |
|
98,000 |
|
$ |
|
0 |
|
$ |
|
22,217 |
|
$ |
|
1,080,212 |
|
|
Sasha Quinton |
2026 |
$ |
|
774,039 |
|
$ |
|
0 |
|
$ |
|
774,998 |
|
$ |
|
0 |
|
$ |
|
510,547 |
|
$ |
|
0 |
|
$ |
|
30,516 |
|
$ |
|
2,090,100 |
|
Executive Vice President and President, Children's Book Group |
2025 |
$ |
|
725,000 |
|
$ |
|
0 |
|
$ |
|
499,970 |
|
$ |
|
0 |
|
$ |
|
357,939 |
|
$ |
|
0 |
|
$ |
|
23,117 |
|
$ |
|
1,606,027 |
|
2024 |
$ |
|
745,615 |
|
$ |
|
0 |
|
$ |
|
300,004 |
|
$ |
|
199,996 |
|
$ |
|
117,859 |
|
$ |
|
0 |
|
$ |
|
23,110 |
|
$ |
|
1,386,585 |
|
|
22
Summary of All Other Compensation
Name |
Fiscal |
|
Severance |
|
401(k) Plan |
|
Life Insurance |
|
RSU Cost(1) |
|
Perquisites |
|
Dividend Earnings |
|
Total |
|
|||||||||||||||
Peter Warwick |
|
2026 |
|
$ |
|
0 |
|
$ |
|
10,558 |
|
$ |
|
210 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
51,171 |
|
$ |
|
61,939 |
|
|
|
2025 |
|
$ |
|
0 |
|
$ |
|
10,212 |
|
$ |
|
210 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
29,594 |
|
$ |
|
40,015 |
|
|
|
2024 |
|
$ |
|
0 |
|
$ |
|
9,962 |
|
$ |
|
240 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
28,424 |
|
$ |
|
38,626 |
|
Haji Glover |
|
2026 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
16,776 |
|
$ |
|
17,196 |
|
|
|
2025 |
|
$ |
|
0 |
|
$ |
|
2,125 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
7,878 |
|
$ |
|
10,423 |
|
|
|
2024 |
|
$ |
|
0 |
|
$ |
|
5,769 |
|
$ |
|
160 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
1,224 |
|
$ |
|
7,153 |
|
Iole Lucchese |
|
2026 |
|
$ |
|
0 |
|
$ |
|
10,817 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
28,667 |
|
$ |
|
39,905 |
|
|
|
2025 |
|
$ |
|
0 |
|
$ |
|
10,667 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
19,787 |
|
$ |
|
30,874 |
|
|
|
2024 |
|
$ |
|
0 |
|
$ |
|
10,154 |
|
$ |
|
480 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
14,896 |
|
$ |
|
25,530 |
|
Jeffrey Mathews |
|
2026 |
|
$ |
|
0 |
|
$ |
|
11,290 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
35,807 |
|
$ |
|
47,517 |
|
|
|
2025 |
|
$ |
|
0 |
|
$ |
|
8,085 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
1,734 |
|
$ |
|
10,238 |
|
|
|
2024 |
|
$ |
|
0 |
|
$ |
|
6,135 |
|
$ |
|
480 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
15,603 |
|
$ |
|
22,217 |
|
Sasha Quinton |
|
2026 |
|
$ |
|
0 |
|
$ |
|
9,269 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
20,826 |
|
$ |
|
30,516 |
|
|
|
2025 |
|
$ |
|
0 |
|
$ |
|
9,029 |
|
$ |
|
420 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
13,668 |
|
$ |
|
23,117 |
|
|
|
2024 |
|
$ |
|
0 |
|
$ |
|
9,560 |
|
$ |
|
480 |
|
$ |
|
0 |
|
$ |
|
0 |
|
$ |
|
13,071 |
|
$ |
|
23,110 |
|
23
GRANTS OF PLAN-BASED AWARDS
The following table provides information on cash bonuses, stock options and restricted stock units granted in fiscal 2026 to each of the Named Executive Officers.
|
|
Estimated Possible Payouts Under |
|
Estimated Future Payouts Under |
|
All Other Stock Awards: Number of Shares of Stock or Units(3) |
All Other Options Awards: Number of Securities Underlying Options(3) |
Exercise or Base Price of Option Awards ($/sh)(4) |
|
Closing Market Price on Grant Date ($/sh) |
|
Grant Date Fair Value of Stock and Option |
|||||||||||||||||||||||||||||||
Name |
Grant |
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
||||||||||||||||||||||||||||||
Peter Warwick |
|
$ |
|
687,500 |
|
$ |
|
1,375,000 |
|
$ |
|
1,375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
7/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,092 |
|
|
$ |
|
21.38 |
|
$ |
|
21.71 |
|
$ |
|
125,016 |
|
|
|||||||
|
7/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,539 |
|
|
|
|
|
$ |
|
21.38 |
|
|
|
21.71 |
|
|
|
374,984 |
|
|
|||||||
|
7/15/2025 |
|
|
|
|
|
|
|
|
|
n/a |
|
|
46,425 |
|
|
69,638 |
|
|
46,425 |
|
|
|
|
|
$ |
|
21.54 |
|
$ |
|
21.17 |
|
$ |
|
999,995 |
|
|
|||||
Haji Glover |
|
$ |
|
187,500 |
|
$ |
|
375,000 |
|
$ |
|
562,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,546 |
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
374,996 |
|
|
|||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
4,849 |
|
|
9,697 |
|
|
19,394 |
|
|
|
|
|
|
|
$ |
|
25.78 |
|
|
|
25.94 |
|
|
|
249,989 |
|
|
|||||
Iole Lucchese |
|
|
|
425,000 |
|
$ |
|
850,000 |
|
$ |
|
1,275,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,946 |
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
539,988 |
|
|
|||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
6,982 |
|
|
13,964 |
|
|
27,928 |
|
|
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
359,992 |
|
|
|||||
Jeffrey Mathews |
|
$ |
|
236,250 |
|
$ |
|
472,500 |
|
$ |
|
708,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,313 |
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
368,989 |
|
|
|||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
4,771 |
|
|
9,542 |
|
|
19,084 |
|
|
|
|
|
|
|
$ |
|
25.78 |
|
|
|
25.94 |
|
|
|
245,993 |
|
|
|||||
Sasha Quinton |
|
$ |
|
290,625 |
|
$ |
|
581,250 |
|
$ |
|
871,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,038 |
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
465,020 |
|
|
|||||||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
6,012 |
|
|
12,024 |
|
|
24,048 |
|
|
|
|
|
|
|
$ |
|
25.78 |
|
$ |
|
25.94 |
|
$ |
|
309,979 |
|
|
|||||
24
OUTSTANDING EQUITY AWARDS AT MAY 31, 2026
The following table sets forth certain information with regard to all unexercised options and all unvested restricted stock units held by the Named Executive Officers at May 31, 2026.
|
Grant |
Option Awards |
Stock Awards |
||||||||||||||||||
Name(1) |
Number of Securities Underlying Unexercised Options(1) |
|
Number of Securities Underlying Unexercised Options(1) |
|
|
Option |
|
|
Option Expiration Date |
Number of Shares or Units of Stock |
|
Market Value of Shares |
|||||||||
Peter Warwick |
9/20/2017(3) |
|
3,124 |
|
|
0 |
|
|
$ |
38.61 |
|
|
9/20/2027 |
|
|
|
|
|
|
||
9/26/2018(3) |
|
2,721 |
|
|
0 |
|
|
$ |
43.07 |
|
|
9/26/2028 |
|
|
|
|
|
|
|||
9/18/2019(3) |
|
3,471 |
|
|
0 |
|
|
$ |
39.33 |
|
|
9/18/2029 |
|
|
|
|
|
|
|||
9/23/2020(3) |
|
8,434 |
|
|
0 |
|
|
$ |
20.48 |
|
|
9/23/2030 |
|
|
|
|
|
|
|||
8/02/2021 |
|
43,153 |
|
|
0 |
|
|
$ |
33.86 |
|
|
8/2/2028 |
|
|
|
|
|
|
|||
7/01/2024 |
|
10,246 |
|
|
0 |
|
|
$ |
35.47 |
|
|
7/1/2031 |
|
|
|
|
|
|
|||
7/01/2025 |
|
0 |
|
|
18,092 |
|
|
$ |
21.38 |
|
|
7/1/2032 |
|
17,539 |
|
$ |
|
710,330 |
|
|
|
7/15/2025(4) |
|
|
|
|
|
|
|
|
|
|
46,425 |
|
$ |
|
1,880,213 |
|
|
||||
Haji Glover |
1/22/2024 |
|
4,322 |
|
|
2,162 |
|
|
$ |
39.21 |
|
|
1/22/2031 |
|
1,020 |
|
$ |
|
41,310 |
|
|
|
10/01/2024 |
|
|
|
|
|
|
|
|
|
|
6,487 |
|
$ |
|
262,724 |
|
|
|||
|
10/01/2024(5) |
|
|
|
|
|
|
|
|
|
|
5,558 |
|
$ |
|
225,099 |
|
|
|||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
14,546 |
|
$ |
|
589,113 |
|
|
|||
|
9/23/2025(5) |
|
|
|
|
|
|
|
|
|
|
9,697 |
|
$ |
|
392,729 |
|
|
|||
Iole Lucchese |
9/20/2016 |
|
19,806 |
|
|
0 |
|
|
$ |
39.16 |
|
|
9/20/2026 |
|
|
|
|
|
|
||
|
9/19/2017 |
|
23,468 |
|
|
0 |
|
|
$ |
38.60 |
|
|
9/19/2027 |
|
|
|
|
|
|
||
|
9/25/2018 |
|
8,540 |
|
|
0 |
|
|
$ |
42.94 |
|
|
9/25/2028 |
|
|
|
|
|
|
||
|
9/22/2020 |
|
53,050 |
|
|
0 |
|
|
$ |
20.63 |
|
|
9/22/2027 |
|
|
|
|
|
|
||
|
9/22/2021 |
|
25,809 |
|
|
0 |
|
|
$ |
33.63 |
|
|
9/22/2028 |
|
|
|
|
|
|
||
|
9/20/2022 |
|
20,375 |
|
|
0 |
|
|
$ |
42.28 |
|
|
9/20/2029 |
|
|
|
|
|
|
||
|
9/26/2023 |
|
13,734 |
|
|
6,867 |
|
|
$ |
36.96 |
|
|
9/26/2030 |
|
3,247 |
|
$ |
|
131,504 |
|
|
|
10/01/2024 |
|
|
|
|
|
|
|
|
|
|
11,678 |
|
$ |
|
472,959 |
|
|
|||
|
10/01/2024(5) |
|
|
|
|
|
|
|
|
|
|
10,003 |
|
$ |
|
405,122 |
|
|
|||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
20,946 |
|
$ |
|
848,313 |
|
|
|||
|
9/23/2025(5) |
|
|
|
|
|
|
|
|
|
|
13,964 |
|
$ |
|
565,542 |
|
|
|||
Jeffrey Mathews(6) |
9/20/2022 |
|
13,583 |
|
|
0 |
|
|
$ |
42.28 |
|
|
9/20/2029 |
|
|
|
|
|
|
||
|
9/26/2023 |
|
9,156 |
|
|
4,579 |
|
|
$ |
36.96 |
|
|
9/26/2030 |
|
2,165 |
|
$ |
|
87,683 |
|
|
|
10/01/2024 |
|
|
|
|
|
|
|
|
|
|
21,408 |
|
$ |
|
867,024 |
|
|
|||
|
10/01/2024(5) |
|
|
|
|
|
|
|
|
|
|
25,286 |
|
$ |
|
1,024,083 |
|
|
|||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
14,313 |
|
$ |
|
579,677 |
|
|
|||
|
9/23/2025(5) |
|
|
|
|
|
|
|
|
|
|
9,542 |
|
$ |
|
386,451 |
|
|
|||
Sasha Quinton |
3/17/2020 |
|
28,493 |
|
|
0 |
|
|
$ |
26.51 |
|
|
3/17/2030 |
|
|
|
|
|
|
||
|
9/22/2020 |
|
50,188 |
|
|
0 |
|
|
$ |
20.63 |
|
|
9/22/2027 |
|
|
|
|
|
|
||
|
9/22/2021 |
|
25,809 |
|
|
0 |
|
|
$ |
33.63 |
|
|
9/22/2028 |
|
|
|
|
|
|
||
|
9/20/2022 |
|
16,979 |
|
|
0 |
|
|
$ |
42.28 |
|
|
9/20/2029 |
|
|
|
|
|
|
||
|
9/26/2023 |
|
11,444 |
|
|
5,723 |
|
|
$ |
36.96 |
|
|
9/26/2030 |
|
2,706 |
|
$ |
|
109,593 |
|
|
|
10/01/2024 |
|
|
|
|
|
|
|
|
|
|
6,487 |
|
$ |
|
262,724 |
|
|
|||
|
10/01/2024(5) |
|
|
|
|
|
|
|
|
|
|
5,558 |
|
$ |
|
225,099 |
|
|
|||
|
9/23/2025 |
|
|
|
|
|
|
|
|
|
|
18,038 |
|
$ |
|
730,539 |
|
|
|||
|
9/23/2025(5) |
|
|
|
|
|
|
|
|
|
|
12,024 |
|
$ |
|
486,972 |
|
|
|||
25
OPTION EXERCISE AND STOCK VESTED
The following table shows the number of shares of Common Stock acquired during fiscal 2026 upon the exercise of stock options and upon the vesting of restricted stock units.
Name |
Option Awards |
|
Stock Awards |
|
||||||||
Number of Shares Acquired on Exercise |
|
Value Realized on Exercise(1) |
|
Number of Shares Acquired on Vesting |
|
Value Realized on Vesting(2) |
|
|||||
Peter Warwick |
|
2,112 |
|
$ |
3,020 |
|
|
36,992 |
|
$ |
788,830 |
|
Haji Glover |
|
0 |
|
$ |
0 |
|
|
4,263 |
|
$ |
127,780 |
|
Iole Lucchese |
|
0 |
|
$ |
0 |
|
|
11,923 |
|
$ |
326,780 |
|
Jeffrey Mathews |
|
0 |
|
$ |
0 |
|
|
19,372 |
|
$ |
527,640 |
|
Sasha Quinton |
|
0 |
|
$ |
0 |
|
|
8,314 |
|
$ |
226,354 |
|
PENSION PLAN
The Company does not currently maintain a pension plan.
NONQUALIFIED DEFERRED COMPENSATION TABLE
The following table sets forth information about the contributions, if any, by the Named Executive Officers under nonqualified deferred compensation arrangements, which relate solely to the MSPP, during fiscal 2025 and the balances thereunder at May 31, 2026.
Name |
Executive Contributions in the Last Fiscal Year |
|
Aggregate Balance at Last Fiscal Year End(1) |
|
||
Peter Warwick |
$ |
0 |
|
$ |
0 |
|
Haji Glover |
$ |
0 |
|
$ |
0 |
|
Iole Lucchese |
$ |
0 |
|
$ |
0 |
|
Jeffrey Mathews |
$ |
0 |
|
$ |
0 |
|
Sasha Quinton |
$ |
0 |
|
$ |
0 |
|
26
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The following discussion and tables describe and quantify the potential payments and benefits that would be provided to each of the Named Executive Officers in connection with a termination of employment or change-in-control under the Company’s compensation plans. Except where noted, the calculations of the potential payments to the Named Executive Officers reflect the assumption that the termination or change-in-control event occurred on May 31, 2026 using, for equity awards, the closing price per share of the Common Stock on that day of $40.50. The calculations exclude payments and benefits to the extent that they do not discriminate in scope, terms or operation in favor of the Company’s executive officers and are available generally to all salaried employees of the Company. Of the Named Executive Officers, as of May 31, 2026, Mr. Warwick, Mr. Glover, Mr. Mathews, and Ms. Quinton are not retirement eligible under any of the plans and Ms. Lucchese is retirement eligible under all of the plans. The Company does not have a general severance policy applicable to all employees, with the exception of Mr. Warwick, Mr. Glover, Mr. Mathews and Ms. Quinton, each of whom has an agreed upon severance amount under the terms of his employment arrangements, as further discussed under “Employment Agreement with Chief Executive Officer” and “Compensation Arrangements with Executive Officers” above, and such amounts are included in the table on page 22. Accordingly, unless under specifically negotiated arrangements, the Named Executive Officers are entitled to benefits upon termination of their employment or a change-in-control only as provided for in respect of stock options and restricted and performance-based stock units previously granted under the 2021 Plan and 2011 Plan and previously purchased restricted stock units under the MSPP in accordance with the relevant terms of the plans.
409A Limitations. In compliance with Code Section 409A, an executive who is a “specified employee” (generally one of the fifty most highly compensated employees of the Company) at the time of termination of employment may not receive a payment of any compensation that is determined to be subject to Code Section 409A until six months after his or her departure from the Company (including, but not limited to, certain benefit payments on voluntary or involuntary termination and 409A deferred compensation plan benefits).
Change-in-control. Neither of the MSPP, the 2021 Plan or the 2011 Plan contain provisions that automatically change the terms of any award or accelerate the vesting of any unvested restricted stock unit, any unvested performance stock unit, or stock option upon a change-in-control. However, each of these plans has various provisions that would permit the Board committee responsible for administering such plan to amend, change or terminate the plan and/or the terms of the awards made under the plan or otherwise provide for the: (i) acceleration of vesting of restricted stock units or performance stock units, (ii) acceleration of vesting of stock options and/or (iii) conversion of restricted stock units and performance stock units to stock. Because the HRCC (which administers each of these plans) has this power and may, in its discretion, choose to exercise such power in connection with a change-in-control or similar event (such as a merger or consolidation in which the Company is not the surviving entity or the acquisition of the Company’s Common Stock by a single person or group), the Company has presented information in the table on page 29 below regarding potential pay-outs to the Named Executive Officers upon a change-in-control based on the assumption that the HRCC would use its authority to accelerate vesting of restricted stock units, performance-based stock units and stock options and convert restricted stock units and performance stock units to shares under these plans effective upon a change-in-control of the Company.
27
MSPP Plan
As described in “Compensation Discussion and Analysis-Other Equity-Based Incentives” above, eligible members of senior management, including the Named Executive Officers, may defer receipt of all or a portion of their annual cash bonus payments received under the STIP (formerly the MIP) through the purchase of restricted stock units under the MSPP. The following table describes the payment provisions for restricted stock units under the terms of the MSPP upon a termination of employment of an executive participating in the MSPP.
Status of |
Voluntary Termination |
Involuntary Termination |
Normal |
Death or |
Vested RSUs |
RSUs convert into stock. |
RSUs convert into stock. |
RSUs convert into stock. |
RSUs convert into stock. |
Unvested RSUs |
RSUs are forfeited and participant receives cash equal to the lesser of the fair market value of the underlying stock or the purchase price of the unvested RSUs. |
RSUs are forfeited and participant receives a partial payment in stock and cash. The amount of stock is equal to a percentage of RSUs, with the number of full years of employment since purchase as the numerator and 3 as the denominator, and the remainder is paid in cash at the lesser of the purchase price of the unvested RSUs or the fair market value of the number of shares underlying the unvested RSUs on the date of termination. |
Vesting is accelerated and RSUs convert into stock. Retirement is defined as age 55 or older with 10 years of continuous employment. |
Vesting is accelerated and RSUs convert into stock. |
The 2021 Plan and the 2011 Plan
As described in “Compensation Discussion and Analysis-Restricted Stock Units, Performance-Based Stock Units and Options to Purchase Common Stock” above, the Company has granted to its Named Executive Officers a combination of stock options, restricted stock units and performance-based stock units as part of its long-term compensation program.
28
The following table illustrates the payment provisions upon a termination of employment for restricted stock units, performance stock unit, and stock options under the 2021 Plan and the 2011 Plan in effect at May 31, 2026.
Type of Equity |
Voluntary |
Termination for Cause |
Involuntary |
Normal |
Death or |
Non-qualified stock options granted under the 2021 Plan and the 2011 Plan. |
Unvested options are forfeited. Participant has 90 days to exercise vested options. |
All options expire as of the date of termination. |
Unvested options are forfeited. Participant has 90 days to exercise vested options. |
Unvested options continue to vest. Participant has 3 years from the date of retirement to exercise vested options. Retirement is defined as age 55 or older and at least 10 years of continuous employment. |
Vesting is accelerated. Participant or his or her estate has one year to exercise vested options. |
RSUs granted under the 2021 Plan and the 2011 Plan. |
Unvested RSUs are forfeited. |
Unvested RSUs are forfeited. |
Unvested RSUs are forfeited. |
Vesting is accelerated and RSUs convert into stock for all unvested RSUs granted more than one year before the date of retirement. Unvested RSUs granted for at least a year or less before the date of retirement are forfeited. Retirement is defined as age 55 or older and at least 10 years of continuous employment. |
Vesting is accelerated and RSUs convert into stock. |
PSUs granted under the 2021 Plan
|
Forfeit |
Forfeit
|
Forfeit
|
Full vesting based on actual performance after the 3-year period. |
Upon Death: full vesting at target Upon onset of Disability: full vesting based on actual performance after the 3-year period. |
The table below shows the aggregate amount of potential payments that each Named Executive Officer (or his or her beneficiary or estate) would have been entitled to receive if his or her employment had terminated, or, as noted under “Change-in-control” above, is assumed to receive if a change-in-control had occurred on, May 31, 2026 under the MSPP, the 2021 Plan, and the 2011 Plan. The amounts shown assume that termination or the change-in-control was effective as of May 31, 2026, and include amounts earned through such time and estimates of the amounts which could otherwise have been paid out to the Named Executive Officers at that time. The actual amounts which would be paid out can only be determined at the time of each Named Executive Officer’s separation from the Company or at the time of a change-in-control. Annual bonuses are discretionary, unless contractually-obligated, and are therefore omitted from the table.
29
Name |
Voluntary Termination |
|
Termination |
|
Involuntary |
|
Normal Retirement |
|
Disability |
|
Death |
|
Change-In-Control |
|
|||||||
Peter Warwick |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance(1) |
$ |
- |
|
$ |
- |
|
$ |
1,186,221 |
|
n/a |
|
$ |
- |
|
$ |
2,339,727 |
|
$ |
2,339,727 |
|
|
2021 Plan Performance Stock Units(1) |
$ |
- |
|
$ |
- |
|
$ |
1,880,213 |
|
n/a |
|
$ |
1,880,213 |
|
$ |
1,880,213 |
|
$ |
1,880,213 |
|
|
2021 Plan Restricted Stock Units(1) |
$ |
710,330 |
|
$ |
- |
|
$ |
710,330 |
|
n/a |
|
$ |
710,330 |
|
$ |
710,330 |
|
$ |
710,330 |
|
|
2021 Plan Stock Options(1) |
$ |
397,456 |
|
$ |
- |
|
$ |
397,456 |
|
n/a |
|
$ |
397,456 |
|
$ |
397,456 |
|
$ |
397,456 |
|
|
2011 Plan Stock Options(1) |
$ |
286,536 |
|
$ |
- |
|
$ |
286,536 |
|
n/a |
|
$ |
286,536 |
|
$ |
286,536 |
|
$ |
286,536 |
|
|
Total |
$ |
1,394,322 |
|
$ |
- |
|
$ |
4,460,756 |
|
|
|
$ |
3,274,534 |
|
$ |
5,614,262 |
|
$ |
5,614,262 |
|
|
Haji Glover |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance(2) |
$ |
- |
|
$ |
- |
|
$ |
1,250,000 |
|
n/a |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
2021 Performance Stock Units(3) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
617,828 |
|
$ |
655,452 |
|
$ |
655,452 |
|
|
2021 Plan Restricted Stock Units(4) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
893,147 |
|
$ |
893,147 |
|
$ |
893,147 |
|
|
2021 Plan Stock Options(5) |
$ |
5,575 |
|
$ |
- |
|
$ |
5,575 |
|
n/a |
|
$ |
8,364 |
|
$ |
8,364 |
|
$ |
8,364 |
|
|
Total |
$ |
5,575 |
|
$ |
- |
|
$ |
1,255,575 |
|
|
|
$ |
1,519,338 |
|
$ |
1,556,963 |
|
$ |
1,556,963 |
|
|
Iole Lucchese |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2021 Performance Stock Units(3) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
405,122 |
|
$ |
970,664 |
|
$ |
1,038,420 |
|
$ |
1,038,420 |
|
2021 Plan Restricted Stock Units(4) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
1,077,422 |
|
$ |
1,925,735 |
|
$ |
1,925,735 |
|
$ |
1,925,735 |
|
2021 Plan Stock Options(5) |
$ |
225,926 |
|
$ |
- |
|
$ |
225,926 |
|
$ |
225,926 |
|
$ |
250,235 |
|
$ |
250,235 |
|
$ |
250,235 |
|
2011 Plan Stock Options(5) |
$ |
1,125,233 |
|
$ |
- |
|
$ |
1,125,233 |
|
$ |
1,125,233 |
|
$ |
1,125,233 |
|
$ |
1,125,233 |
|
$ |
1,125,233 |
|
Total |
$ |
1,351,159 |
|
$ |
- |
|
$ |
1,351,159 |
|
$ |
2,833,702 |
|
$ |
4,271,866 |
|
$ |
4,339,623 |
|
$ |
4,339,623 |
|
Jeffrey Mathews |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance(6) |
$ |
- |
|
$ |
- |
|
$ |
1,350,000 |
|
n/a |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
2021 Performance Stock Units(3) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
1,410,534 |
|
$ |
1,581,809 |
|
$ |
1,581,809 |
|
|
2021 Plan Restricted Stock Units(4) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
1,534,383 |
|
$ |
1,534,383 |
|
$ |
1,534,383 |
|
|
2021 Plan Stock Options(5) |
$ |
32,412 |
|
$ |
- |
|
$ |
32,412 |
|
n/a |
|
$ |
48,622 |
|
$ |
48,622 |
|
$ |
48,622 |
|
|
Total |
$ |
32,412 |
|
$ |
- |
|
$ |
1,382,412 |
|
|
|
$ |
2,993,539 |
|
$ |
3,164,813 |
|
$ |
3,164,813 |
|
|
Sasha Quinton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance(7) |
$ |
- |
|
$ |
- |
|
$ |
1,550,000 |
|
n/a |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
2021 Performance Stock Units(3) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
712,071 |
|
$ |
749,696 |
|
$ |
749,696 |
|
|
2021 Plan Restricted Stock Units(4) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
n/a |
|
$ |
1,102,856 |
|
$ |
1,102,856 |
|
$ |
1,102,856 |
|
|
2021 Plan Stock Options(5) |
$ |
217,820 |
|
$ |
- |
|
$ |
217,820 |
|
n/a |
|
$ |
238,079 |
|
$ |
238,079 |
|
$ |
238,079 |
|
|
2011 Plan Stock Options(5) |
$ |
1,395,853 |
|
$ |
- |
|
$ |
1,395,853 |
|
n/a |
|
$ |
1,395,853 |
|
$ |
1,395,853 |
|
$ |
1,395,853 |
|
|
Total |
$ |
1,613,672 |
|
$ |
- |
|
$ |
3,163,672 |
|
|
|
$ |
3,448,858 |
|
$ |
3,486,483 |
|
$ |
3,486,483 |
|
|
30
PAY RATIO
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company determine the ratio of the CEO’s total compensation (under the Summary Compensation Table definition) to that of the Company’s global median employee.
To determine the median employee, the Company made a direct determination from its global employee population, excluding non-US locations to the extent that the total employees excluded in these locations in aggregate did not exceed 5% of the total employee population. As a result, the Company excluded 200 employees in India, 114 in Malaysia, 6 in Ireland, and 6 in Taiwan out of the global employee population of approximately 6,800. The Company established a consistently applied compensation measure inclusive of base pay, overtime, and incentives. The employee population was evaluated as of March 31, 2024, and reflects paid compensation from June 1, 2023, through March 31, 2024. Where allowed under the rule, the Company has annualized compensation through May 31, 2024 and annualized compensation for employees newly hired in this fiscal year. Non-US compensation was converted to US dollars based on applicable exchange rates as of March 31, 2024.
Based on the methodology used to calculate the CEO Pay Ratio, the Company used the same median employee as in fiscal 2025. The median employee identified in 2024 subsequently terminated and an alternate was selected from the 2024 analysis. There has been no significant change to the employee population that the Company believes would result in a significant change to the Company’s CEO Pay Ratio.
Based on the above determination, the total compensation (under the Summary Compensation Table definition) for the median employee is $44,104. Using the CEO’s fiscal 2026 total compensation of $3,742,972 under the same definition, the resulting ratio is 85:1.
31
Pay Versus Performance
The following table shows the total compensation for the Company’s Named Executive Officers (“NEOs”) for the past five fiscal years as calculated for Summary Compensation Table (the “SCT”) purposes, the “compensation actually paid” to the Principal Executive Officer (“PEO”) and, on an average basis, the Company’s other NEOs (in each case, as determined under Item 402(v) of Regulation S-K), the Company’s total shareholder return (“TSR”), the TSR of the peer group (as defined below) and the Company’s net income /(loss) and operating income /(loss).
For purposes of the Pay Versus Performance Table, the PEOs and other NEOs for the applicable years were as follows:
Pay Versus Performance Table
|
Summary Compen-sation Table |
|
Compensation |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
Value of $100 Investment based on: |
|
Net |
|
|
|
||||||||||
Fiscal |
Warwick (1) |
|
Warwick (2) |
|
Company TSR (3) |
|
Peer Group TSR(4) (5) |
|
||||||||||||||||
2026 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2025 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||
2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2023(5) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2022 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
32
Accordingly, the peer group for fiscal years 2023 through 2026 consisted of Pearson plc, John Wiley & Sons, Inc. and Stride, Inc; the cumulative total shareholder return presented in the table for those years reflects the impact of the prior peer groups total cumulative shareholder return for fiscal year 2022.
If the peer group for fiscal 2023 had consisted of Pearson plc, John Wiley & Sons, Inc. and Houghton Mifflin Harcourt (through April 7, 2022 only), the cumulative total shareholder return of a $100 investment made on May 31, 2021 would have been $91.82, $111.66, $145.29 and $142.36 for fiscal years 2023, 2024, 2025 and 2026, respectively.
If the peer group for fiscal year 2022 had consisted of Pearson PLC, John Wiley & Sons, Inc. and Stride, Inc., the cumulative total shareholder return would have been $89.78, $86.20, $111.95, $168.49 and $142.90 for fiscal years 2022, 2023, 2024, 2025, and 2026 respectively.
The determination of “compensation actually paid” begins with the total compensation reported in the SCT. In determining compensation actually paid, SEC proxy disclosure rules require that certain adjustments be made to the SCT totals with respect to equity-based and other compensation. For equity-based awards made during the year, the recorded grant date value is replaced with the estimated year-end value. For equity-based awards made in prior years, but paid out during the year, the value at payout is included. And for equity-based awards made in prior years that remain unvested at year-end, the estimated change in value from the beginning to the end of the year is included. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the last day of the fiscal year.
Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility. For discussion of how the HRCC assessed Company performance and the compensation of the NEOs, see “Compensation Discussion and Analysis.”
|
Warwick |
|
|||||||||||||
|
2022 |
|
2023(1) |
|
2024 |
|
2025 |
|
2026 |
|
|||||
Summary Compensation Total |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Deduction of grant date fair value of stock awards granted in fiscal year |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
Increase in fair value at fiscal year-end of outstanding unvested stock awards granted in fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Increased in fair value at vesting of stock awards granted in fiscal year that vested during fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Change in fair value of outstanding unvested stock awards granted in prior fiscal years |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||
Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||
Deduction for fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Compensation Actually Paid (2) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
33
|
Average for Non-PEO NEOs |
|
|||||||||||||
|
2022 |
|
2023(1) |
|
2024 |
|
2025 |
|
2026 |
|
|||||
Summary Compensation Total |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Deduction of grant date fair value of stock awards granted in fiscal year |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
Increase in fair value at fiscal year-end of outstanding unvested stock awards granted in fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Increased in fair value at vesting of stock awards granted in fiscal year that vested during fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Change in fair value of outstanding unvested stock awards granted in prior fiscal years |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||
Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||
Deduction for fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Compensation Actually Paid (2) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Required Tabular Disclosure of Most Important Measures for 2026
The most important financial and non-financial performance measures used by us to link compensation actually paid to our NEOs for the most recently completed fiscal year to our performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis”.
Relationship Between Compensation Actually Paid and Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of Peer Group TSR. As noted above, compensation actually paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
Scholastic TSR vs. Peer Group TSR and Compensation Actually Paid
The chart below compares the Company’s cumulative Total Shareholder Return (“TSR”), the cumulative TSR of the peer group, and Compensation Actually Paid (“CAP”) to the Company’s Principal Executive Officer (“PEO”) and the average CAP to the Company’s Non-PEO Named Executive Officers (“NEOs”) for fiscal years 2022 through 2026. During the period presented, the Company’s TSR generally reflected changes in overall Company performance and market conditions, while CAP reflected annual incentive compensation outcomes and changes in the fair value of equity awards required to be included in CAP under Item 402(v) of Regulation S-K. CAP for the PEO and Non-PEO NEOs declined from FY23 through FY24, generally reflecting lower compensation outcomes as Company performance declined. CAP increased in FY25 and increased substantially in FY26, reflecting improved Company performance, higher annual incentive compensation outcomes, and changes in executive responsibilities. As a result of these factors, CAP generally moved in the same direction as TSR over the period presented, although the relationship was not directly proportional in each fiscal year.
34
Scholastic Compensation Actually Paid Versus GAAP Net Income
The chart below compares GAAP Net Income and CAP for the PEO and Non-PEO NEOs for fiscal years 2022 through 2026. Although Net Income is not a performance measure used directly to determine compensation under the Company’s executive compensation program, it reflects certain aspects of the Company’s overall financial performance that may affect compensation outcomes. CAP generally tracked the overall trend of Net Income during the period presented. Net Income declined from $86.3 million in FY23 to $12.1 million in FY24 and a net loss of $1.9 million in FY25, while CAP for both the PEO and Non-PEO NEOs also declined over that period. Net Income improved to $56.7 million in FY26, and CAP increased significantly in the same fiscal year. Differences between year-to-year changes in Net Income and CAP reflect the impact of annual incentive compensation outcomes, leadership transitions, changes in executive responsibilities, and adjustments to the fair value of equity awards required to be included in CAP under SEC rules. Consequently, CAP does not necessarily increase or decrease proportionately with changes in Net Income.
35
Scholastic Compensation Actually Paid Versus GAAP Operating Income (Company Selected Measure)
The chart below compares GAAP Operating Income and CAP for the PEO and Non-PEO NEOs for fiscal years 2022 through 2026. Operating Income is a component of the Company’s annual incentive compensation program and therefore influences a portion of executive compensation outcomes. Operating Income declined from $106.3 million in FY23 to approximately $15.0 million in FY24 and remained relatively consistent during FY25 and FY26. CAP for the PEO and Non-PEO NEOs similarly declined through FY24 but increased in FY25 and increased substantially in FY26 despite relatively stable Operating Income levels during those years. The divergence between CAP and Operating Income in FY25 and FY26 primarily reflects changes in annual incentive compensation outcomes, changes in executive responsibilities, and adjustments to the fair value of equity awards required to be included in CAP under Item 402(v) of Regulation S-K. Accordingly, CAP may not move directly with changes in Operating Income in any particular fiscal year.
STIP Funding
Corporate Operating Income targets, Divisional Operating Income targets (for business units) and Departmental Budget Objectives (for staff positions) and agreed individual goals are used to determine the funding of and payouts under the STIP as described above under “Compensation Discussion and Analysis.” Corporate Operating Income, Division Operating Income and Department Budget Objectives are each non-GAAP measures that are defined above under “Compensation and Discussion Analysis – Fiscal 2026 STIP Bonuses.”
36
EQUITY COMPENSATION PLAN INFORMATION
The following table presents information regarding the Company’s equity compensation plans
at May 31, 2026.
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities |
|
(a) |
|
(b) |
(c) |
||
Equity Compensation plans approved by security holders |
|
|
|
|
|
Common Stock |
|
1,756,685 |
|
$32.87 |
1,489,246 (1) |
Class A Stock |
− |
|
− |
− |
|
Equity Compensation plans not approved by security holders |
|
|
|
|
|
Common Stock |
− |
|
− |
− |
|
Class A Stock |
− |
|
− |
− |
|
Total |
|
1,756,685 |
|
$32.87 |
1,489,246 |
STOCK OWNERSHIP GUIDELINES
The HRCC adopted the Scholastic Corporation Senior Management Stock Ownership Guidelines (the “Stock Ownership Guidelines”) in 2002. The Stock Ownership Guidelines require certain members of senior management, including the Named Executive Officers, to maintain certain specified ownership levels of the Common Stock of the Company, based on a multiple of annual base salary, exclusive of bonuses or other forms of special compensation. The multiple applicable to the Chief Executive Officer is three times annual base salary and the multiple applicable to the other Named Executive Officers is two times annual base salary. The Stock Ownership Guidelines originally provided that, with respect to each person subject to them, they would be phased in over a five year period, which was subsequently extended to six years by the HRCC. For purposes of determining compliance with the Stock Ownership Guidelines, Common Stock includes all Common Stock and securities acquired through participation in any of the Company’s incentive, retirement or stock purchase plans based on the value of Common Stock, but excluding options to purchase Common Stock. At May 31, 2026, Mr. Warwick is in his fifth year, Mr. Glover is in his third year and Ms. Quinton is in her sixth year of being subject to the Stock Ownership Guidelines, each of whom is subject to the six year phase-in rule. Ms. Lucchese has reached her tenth year and currently has more than 100% of her required ownership level, exclusive of any shares attributed to her under the Estate of Mr. Robinson.
37
MATTERS SUBMITTED TO STOCKHOLDERS
PROPOSAL 1:
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation of the Company provides that the Class A Stockholders, voting as a class, have the right to fix the size of the Board so long as it does not consist of fewer than three or more than fifteen directors. In March 2024, the Class A Stockholders set the Board at eleven directors.
The Board recommends that Class A Stockholders vote FOR each of the eight nominees for election by such holders. Assuming the presence of a quorum, the affirmative vote of a plurality of the votes cast by the Class A Stockholders present and entitled to vote on this item at the Annual Meeting is required to elect each of the nominees.
The Board recommends that holders of the Common Stock vote FOR each of the three nominees for election by such holders. Assuming the presence of a quorum, the affirmative vote of a plurality of the votes cast by the holders of the Common Stock present and entitled to vote on this item at the Annual Meeting is required to elect each of the nominees.
Nominees for Election by Holders of Class A Stock
|
|
|
|
|
|
Director |
Name |
|
Principal Occupation or Employment |
|
Age |
|
Since |
|
|
|
|
|
|
|
Andrés Alonso |
|
CEO, Andres A. Alonso, LLC, Weehawken, NJ; Special Trustee, Public School Districts Opioid Recovery Trust; and Former Co. Chair, Public Education Leadership Project, Harvard University, Cambridge, MA |
|
69 |
|
2015 |
|
|
|
|
|
|
|
Robert Dumont |
|
Principal, Robert Dumont, PLLC, New York, NY |
|
74 |
|
2021 |
|
|
|
|
|
|
|
Alix Guerrier |
|
Chief Executive Officer, DonorsChoose.org, Washington, D.C. |
|
49 |
|
2024 |
|
|
|
|
|
|
|
Kaya Henderson |
|
Executive Vice President and Executive Director, Center of Rising Generations, Aspen Institute, Washington, D.C. |
|
56 |
|
2024 |
|
|
|
|
|
|
|
Linda Li |
|
Independent Consultant |
|
38 |
|
2022 |
|
|
|
|
|
|
|
Iole Lucchese |
|
Chair of the Board and Executive Vice President, Chief Strategy Officer and President, Scholastic Entertainment |
|
59 |
|
2021 |
|
|
|
|
|
|
|
Verdell Walker |
|
Independent Advisor and Consultant |
|
39 |
|
2021 |
|
|
|
|
|
|
|
Peter Warwick |
|
President and Chief Executive Officer of the Company |
|
75 |
|
2014 |
Nominees for Election by Holders of Common Stock
|
|
|
|
|
|
Director |
Name |
|
Principal Occupation or Employment |
|
Age |
|
Since |
|
|
|
|
|
|
|
Milena Alberti |
|
Former Chief Financial Officer, Getty Images Inc., New York, NY
|
|
53 |
|
2025 |
James W. Barge
|
|
Chief Financial Officer, Lions Gate Entertainment Corp., Santa Monica, CA |
|
71 |
|
2007 |
Anne Clarke Wolff |
|
Chief Executive Officer, Independence Point Advisors, New York, NY
|
|
61 |
|
2025 |
Andrés Alonso. Dr. Alonso is Special Trustee of the Public School Districts’ Opioid Recovery Trust, a court-appointed position charged with overseeing the distribution of grants to public school districts to address the damage caused by the opioid crisis. He is also an educational advisor to foundations and large urban school
38
districts and state governments in the United States and Latin America. He is the Former Co-Chair of the Public Education Leadership Project (PELP), a collaboration between principally the Harvard Graduate School of Education (HGSE) and Harvard Business School, as well as faculty of other Harvard schools, to support the effectiveness of leadership teams in large urban school districts in the United States. Dr. Alonso served as Professor of Practice at HGSE from 2013 to 2018, teaching on driving change, school reform and the leadership of instruction, and helping lead the Education Degree in Leadership Doctorate program. Previously, he led the Baltimore City Public Schools as Chief Executive Officer from 2007 to 2013. From 2006 to 2007, Dr. Alonso served as Deputy Chancellor of Teaching and Learning, and from 2003 to 2006, as Chief of Staff for Teaching and Learning, at the New York City Department of Education. From 1987 to 1998, Dr. Alonso taught special needs and English language learners in the Newark, NJ, public school system. Dr. Alonso earned a BA from Columbia and a JD from Harvard Law School and practiced law in New York City from 1982 to 1984, prior to determining to enter the teaching profession. Dr. Alonso received a doctorate in education from Harvard in 2006. Dr. Alonso has been actively involved with many institutions, including as a former trustee of the William T. Grant Foundation, the Data Quality Campaign, the Panasonic foundation, as former chair of the Carnegie Foundation for the Advancement of Teaching, as former board member of the Annenberg project and as a present member of the Teachers College of Columbia University President’s Advisory Council and trustee of the Center for Collaborative Education in Boston and the English Learners Success Forum. He is the past chair of the Reporting and Dissemination Committee of the National Assessment Governing Board.
Robert L. Dumont. Mr. Dumont is an attorney and currently the principal of Robert Dumont PLLC, a boutique law firm specializing in tax and estate planning for international private clients and family offices. Mr. Dumont established his private practice after thirty years of experience with large organizations: first as a partner in the law firm of Baker & McKenzie LLP and then as the leader of Deloitte Tax LLP’s international private client practice. Mr. Dumont is a member of the Bar of the State of New York, the Bar of England and Wales (non-practicing solicitor) and the Society of Trust and Estate Practitioners (STEP).
Alix Guerrier. Mr. Guerrier currently serves as the Chief Executive Officer for DonorsChoose, a leading nonprofit organization that supports public schools in the United States through the use of its crowdfunding platform. As CEO, Mr. Guerrier works to ensure DonorsChoose maintains a focus on equity while expanding its broad appeal and advancing its mission to serve students in every community. Prior to DonorsChoose, Mr. Guerrier served for three years as the CEO of GlobalGiving, a nonprofit organization and global crowdfunding community that enables donors to support charitable projects around the world. In 2011, Mr. Guerrier co-founded LearnZillion, an educational technology company offering school districts a free, cloud-based curriculum, which was subsequently acquired by Edgenuity and Weld North Education. Prior to that, Mr. Guerrier had a five-and-a-half-year career with McKinsey & Company, first as an Associate in the company’s Healthcare Practice and then as an Engagement Manager and Expert in McKinsey’s Education Practice. Mr. Guerrier began his career in education by serving as a teacher for the Pan American School of Porto Alegre in Brazil and then as a sixth-grade math and science teacher at Costaño Elementary School in East Palo Alto, California, as part of Teach for America. He then spent two years as a math teacher for Leadership High School in San Francisco, California. Mr. Guerrier has an AB degree in Physics from Harvard University, a Master’s degree in Education from Stanford University, and an MBA from Stanford University.
Kaya Henderson. Ms. Henderson serves as the first Executive Vice President and Executive Director for the Center for Rising Generations at the Aspen Institute. Rising Generations represents a historic investment the development and leadership journeys of children and young adults, as well as those who support them. Ms. Henderson’s role builds on the core foundation of her career: centering children and supporting their futures. Previously, she served as Chief Executive Officer of Reconstruction US, and from 2007 to 2016, she held senior leadership roles in the District of Columbia Public Schools as Deputy Chancellor, Interim Chancellor and then Chancellor. Under her leadership, the school district experienced consecutive years of enrollment growth, an increase in graduation rates, and major gains in reading and math performance, among other improvements. In her early career, Ms. Henderson taught Spanish to 6-8 grade students via Teach for America,
39
where she ultimately served as Executive Director in Washington, D.C., before spending seven years with The New Teacher Project. Ms. Henderson has a BS degree in Foreign Service, a Master of Arts in Leadership, and an Honorary Doctorate of Humane Letters from Georgetown University, as well as an Honorary Doctorate of Humane Letters from Trinity Washington University.
Linda Li. Ms. Li is a dynamic and purpose-driven leader who brings extensive experience in driving growth and innovation in the consumer technology, marketplace, and media sectors. She advises at the intersection of AI and consumer technology, and has held executive positions at Pinterest and The New York Times, where she transformed Wirecutter into the leading product recommendation service in the country. She began her career at McKinsey & Company. Ms. Li has an MBA, Master in Public Policy, and AB with distinction from Harvard University.
Iole Lucchese. Ms. Lucchese was appointed Chair of the Board in July 2021 and is the Executive Vice President and Chief Strategy Officer of the Company. She also serves as President, Scholastic Entertainment and formerly served as Co-President and, subsequently, as President of Scholastic Canada. As Chief Strategy Officer, Ms. Lucchese advances the Company’s strategic and creative initiatives across all business units, including new initiatives, existing business transformation, and cross-Company marketing. Ms. Lucchese has a strong track record of achieving change over the course of her thirty years at the Company, including the significant expansion of the book publishing and distribution group during her senior management roles with Scholastic Canada, cementing the Company’s position as the #1 children’s book publisher in that market. In addition to her corporate oversight, Ms. Lucchese is also responsible for the Company’s digital content and e-commerce strategy, ensuring modernization and a direct-to-parents approach. As President, Scholastic Entertainment, Ms. Lucchese has overseen a rapid expansion of the award-winning division, bringing Scholastic’s highly-engaging intellectual property to new formats and reaching new audiences and enhancing the strength of the Company’s brand.
Verdell Walker. Ms. Walker is a seasoned consumer-oriented Content and Marketing professional and board director with significant expertise in the kids and family entertainment space. Further, she has a proven track record of developing and executing innovative strategies that achieve bottom line growth and increase brand value. She currently works as an advisor to companies and nonprofit organizations in defining and activating brand strategies that drive measurable growth and engagement. From November 2020 to August 2023, Ms. Walker held positions at Spotify, Inc. as the Head of Kids Audio Content and, subsequently, the Head of Programming, New Formats, where she was responsible for content strategy and innovation. Before joining Spotify, Ms. Walker was a Global Brand & Content Marketing Manager for the Thomas & Friends™ franchise at Mattel, Inc. Ms. Walker has also held roles at Sesame Workshop, The Wall Street Journal, and Goldman Sachs. A graduate of Harvard Business School, Ms. Walker also graduated Phi Beta Kappa from Trinity College, CT. She holds the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors.
Peter Warwick. Mr. Warwick was elected as the Company’s President and Chief Executive Officer in July 2021 and has worked in the publishing and information industry for more than forty years, having most recently served as the Chief People Officer of Thomson Reuters from 2012 until his retirement in 2018. Prior to that, he was the Chief Operating Officer of the Professional division of Thomson Reuters and President and Chief Executive Officer of Thomson Reuters Legal. Mr. Warwick has also been President and Chief Executive Officer of Thomson Tax & Accounting and Chief Executive Officer of Thomson Legal & Regulatory Asia Pacific, where he was responsible for businesses in Australia, New Zealand, Hong Kong, Malaysia and Singapore. Prior to joining Thomson in 1998, he worked for twenty years in educational publishing at Pearson plc, including being Managing Director of Pitman Publishing, Deputy Chief Executive Officer of Longman and Chief Executive Officer of Pearson Professional.
40
Milena Alberti. Ms. Alberti is a seasoned finance and media executive with over 30 years of corporate and board experience. She spent most of her corporate career at Penguin Random House, the world’s largest book publisher, across a variety of roles, including Mergers & Acquisitions, Spanish Language publishing and serving as the company’s Global and US Chief Financial Officer. Ms. Alberti also was the Chief Financial Officer of Getty Images, Inc., the world’s leading visual content company, and MediaMath, a demand-side platform for programmatic marketing and advertising. Ms. Alberti has extensive public and private board experience. She previously served as board chair of Pitney-Bowes Inc. and previously was audit committee chair of Allurion Technologies. She also serves on three private company boards in digital library distribution, book publishing, and television advertising, respectively: Overdrive, International Literary Properties, and Simulmedia. She currently serves on two not-for-profit boards: National Public Radio and Jumpstart, an early education organization. She previously served on the board of Digimarc Corporation and the board of directors of The University of Pennsylvania Executive Fund. Ms. Alberti has a Bachelor of Arts from the University of Pennsylvania, and a Master of Business Administration from Harvard Business School.
James W. Barge. Mr. Barge is the Chief Financial Officer of Lions Gate Entertainment Corp., where he has oversight of all financial operations, information technology, and planning and setting strategy as a member of the Company’s Executive Committee. From 2010 to 2012, he served as the Executive Vice President, Chief Financial Officer of Viacom Inc., having served as its Executive Vice President, Controller, Tax and Treasury since January 2008. He was the Senior Vice President, Controller and Chief Accounting Officer of Time Warner Inc. from 2002 to 2007 with company-wide responsibilities encompassing financial oversight of Time Warner’s various business units, including publishing operations Time Inc., Little Brown, and Warner Books. Prior to joining Time Warner in 1995, Mr. Barge held several positions at Ernst & Young, including Area Industry Leader of the Consumer Products Group and National Office Partner, where he was responsible for the resolution of SEC accounting and reporting matters. While at Ernst & Young, Mr. Barge served clients across a wide variety of industries, and larger client responsibilities included The Coca-Cola Company and Warner Bros. Mr. Barge is an Emeritus member of the Alumni Board for the Terry College of Business at the University of Georgia.
Anne Clarke Wolff. Ms. Wolff is a 30-year transformational leader in the financial services industry with expertise managing large scale global businesses and working with companies through financial life-cycles – from initial public offerings to mergers and acquisitions. In 2021, Ms. Wolff founded Independence Point Advisors (“IPA”), a purpose-built modern investment bank and advisory firm, where she serves as Chief Executive Officer. Prior to IPA’s launch, Ms. Wolff spent most of her career managing businesses focused on banking relationships and access to capital markets as well as treasury transformation. During her roles building Bank of America’s $10 billion Global Corporate Banking business, and as Head of Sales for JP Morgan’s Treasury and Securities Services business, Ms. Wolff advocated for the integration of technology and banking to drive business results. She also served as Head of North America Corporate Banking at Citigroup and has been repeatedly recognized as one of The Most Powerful Women in Banking by American Banker and Notable Women in Finance by Crain’s New York. Ms. Wolff has served on the board of Amphenol Corporation since 2018, where she chairs the finance committee and sits on the audit, governance and nominating committees. She has also been on the board of The Public Theater since 2017. Ms. Wolff has a Bachelor of Arts, English & Economics from Colby College, and a Master of Business Administration from Northwestern University.
The Board and the Nominating and Governance Committee believe that it is essential that Board members represent diverse viewpoints. Experience in business, in government and education and in media and entertainment are factors in the selection process. The value of diversity on the Board will also be considered when evaluating nominees including diversity of background, gender, race, ethnic or geographic origin and age. The diverse backgrounds and experience of the current members of the Board combine to provide the Company with the perspectives and judgment needed to provide the necessary guidance and oversight of the Company’s business and strategies. The qualifications of the current and nominated members of the Board include:
41
Andrés Alonso
Robert L. Dumont
Alix Guerrier
communities.
Kaya Henderson
Linda Li
Iole Lucchese
42
Verdell Walker
Peter Warwick
Milena Alberti
James W. Barge
Anne Clarke Wolff
43
Board Composition
The basic composition of the Board, currently comprised of six women and five men, represents a broad range of experience and demographic backgrounds, which, as indicated in the foregoing information concerning the eleven nominees and their qualifications, includes experience with publishing, education, marketing, finance (including both audit and investment experience), operations and technology and all with significant management experience from a human resources perspective. The current members of the Board also represent a range of multicultural backgrounds which provides a level of Board oversight that aligns with the broad base of children, including their parents and other caregivers, including their educators, who are the primary customers of the Company.
Board Leadership Structure and Risk Oversight
The Board believes that risk oversight is the responsibility of the Board as a whole and not of any one of its committees. The Board periodically reviews the processes established by management to identify and manage risks, communicates with management about these processes and receives regular reports from each of its committees concerning, among other things, risks arising within their areas of responsibility. To facilitate the Board’s risk oversight, the Board has delegated certain functions (including the oversight of risks related to these functions) to various Board committees. The Audit Committee generally evaluates the risks related to the Company’s financial reporting process and oversees the Company’s general risk identification and risk management processes. The Human Resources and Compensation Committee evaluates the risks presented by the Company’s compensation (including executive compensation) and retirement programs and practices and takes into account these risks when developing programs and making compensation decisions. The Nominating and Governance Committee evaluates whether the Board has the requisite core competencies to respond to the risks that the Company faces. The Technology, Data and Supply Chain Committee provides oversight in respect to the risk profile of the Company as it relates to the Company’s computer systems and computer software applications, infrastructure and platforms, including cybersecurity strategy and the security of systems and information databases, as well as competitive, marketplace and financial risks in connection with technology. Additionally, the Technology, Data and Supply Chain Committee periodically reviews specific systems risk areas, including disaster recovery preparedness, security against data breaches and the identification of data breaches, reliability of systems performance and systems obsolescence, as well as the Company’s privacy (including the treatment of personally identifiable information (PII) and other customer data), data retention and data protection policies and practices, as well as the role of AI and related risks. The roles and responsibilities of these committees are discussed in more detail below. Although the Board has delegated certain functions to various committees, each of these committees regularly reports to and solicits input from the full Board regarding its activities.
44
Environmental, Social and Governance (“ESG”) Oversight
The Board is focused on helping identify and address environmental, social and governance risks and opportunities that are material and impactful to the Company’s brand and its businesses in ways that align with the Company’s mission. The Board has ultimate responsibility for overseeing the Company’s ESG practices, policies and initiatives, and receives periodic updates from members of management who have the day-to-day responsibility for these matters.
Oversight is handled either at the Board level or by one of the standing committees, each of which reports regularly to the Board:
The Board’s Role in Human Capital Management
Recognizing the critical importance of executive leadership to the success of the Company, the HRCC, reporting to the Board, and in conjunction with senior Human Resources management, regularly discusses management succession at the Company dealing with various levels of the management structure. On at least an annual basis, Company management reviews with the Board the Company’s leadership succession plans for senior leadership roles. In addition, the HRCC annually evaluates the performance of the Chief Executive Officer and makes compensation recommendations based thereon.
In addition to succession planning and leadership development, the Board and the HRCC regularly review and discuss with management matters related to human capital management, including talent development, company and workplace culture and compensation and benefits. In addition, the Board and its committees regularly review and discuss with management various strategies and initiatives to support the health, safety and well-being of employees.
Meetings of the Board and its Committees
Five regular meetings and three special meetings of the Board were held during the fiscal year ended May 31, 2026. All incumbent directors attended 75% or more of the aggregate of such meetings and of the meetings held during the fiscal year by all standing committees of the Board of which they were a member.
The Board currently has five standing committees: Executive; Audit; Human Resources and Compensation; Nominating and Governance; and Technology, Data and Supply Chain. All members of the Audit, Human Resources and Compensation and Nominating and Governance Committees are independent directors, as defined under NASDAQ listing standards. All committee members are appointed by the Board on
45
an annual basis each September. Each committee operates under a written charter establishing its roles and responsibilities, which can be found in the Investor Relations section of the Company’s website, investor.scholastic.com, and regularly reports to the Board on its deliberations and actions, which are also submitted to the Board for ratification or approval as appropriate.
Executive Committee. Robert Dumont, Iole Lucchese and Peter Warwick are the current members of the Executive Committee. In the intervals between meetings of the Board, the Executive Committee is authorized to exercise, with certain exceptions, all of the powers of the Board in the management of the business and affairs of the Company. No meetings of the Executive Committee were held during the fiscal year ended May 31, 2026, as all urgent matters occurring during fiscal 2026 were handled by the full Board.
Audit Committee. James W. Barge (Chairperson), Milena Alberti, Robert Dumont and Anne Clarke Wolff are the current members of the Audit Committee. Each member of the Audit Committee is independent, as defined under NASDAQ listing standards and applicable SEC regulations. The Board has determined that all of the current Audit Committee members are “financially literate,” as defined under NASDAQ listing standards and applicable SEC regulations. The Board has determined that all of the current Audit Committee members are “financially literate,” as defined under NASDAQ listing standards, and that Mr. Barge qualifies as a designated financial expert based upon his business and professional experience as described previously in this proxy statement. The Audit Committee reviews the corporate accounting and financial reporting practices of the Company, including its disclosure and internal controls, and the quality and integrity of the financial reports of the Company, including a review of the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The Audit Committee also appoints the Company’s independent public registered accountants and pre-approves any non-audit services to be provided by them, as further described in this proxy statement under “Independent Registered Public Accountants.” The Audit Committee discusses with the Company’s internal auditors and independent registered public accountants the overall scope and plans for their respective audits and meets with both the internal auditors and the independent public registered accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s disclosure and internal controls and the overall quality of the Company’s financial reporting. The Company fully outsources its internal audit function to one of the big four accounting firms that does not serve as its independent registered public accountants, which functions as the Company’s internal audit team and reports directly to the Audit Committee. The Audit Committee periodically reviews and approves all “related party transactions,” as defined in SEC regulations. The Audit Committee held four regular meetings during the fiscal year ended May 31, 2026.
Human Resources and Compensation Committee. Linda Li (Chairperson), Milena Alberti, James W. Barge and Kaya Henderson are the current members of the Human Resources and Compensation Committee (“HRCC”). Each member of the HRCC is independent, as defined under the current applicable NASDAQ listing standards, and also meets certain additional criteria so that the Company qualifies for available exemptions pursuant to Rule 16b-3 under the Exchange Act. For a description of the duties and responsibilities of this committee, see “Corporate Governance-HRCC Procedures” below. In addition to its human resources responsibilities, the HRCC Committee acts on behalf of the Board in its capacity as settlor of the trust underlying the Company’s 401(k) Plan (the “401(k) Plan”) and with respect to the powers enumerated therein, including the power to amend or terminate the 401(k) Plan. The HRCC Committee also oversees the Administrative Committee, comprised of Company employees who are responsible for the day-to-day administration of the 401(k) Plan, and approves the appointment of one or more trustees, or other professionals, necessary for the proper administration and operation of the 401(k) Plan. The HRCC held five regular meetings during the fiscal year ended May 31, 2026.
Nominating and Governance Committee. Andrés Alonso (Chairperson), Robert Dumont, Alix Guerrier and Verdell Walker are the current members of the Nominating and Governance Committee. Each member of the Nominating and Governance Committee is independent, as defined under NASDAQ listing standards. The Nominating and Governance Committee identifies and recommends to the Board candidates for election as
46
directors and recommends any changes it believes desirable in the size and composition of the Board as well as Board committee structure and membership. The Nominating and Governance Committee also administers Scholastic’s Corporate Governance Guidelines (the “Guidelines”), reviews performance under, and compliance with, the Guidelines and the content of the Guidelines annually and, when appropriate, recommends updates and revisions of the Guidelines to the Board. In addition, the Nominating and Governance Committee oversees the Board self-assessment process. The Nominating and Governance Committee held three regular meetings during the fiscal year ended May 31, 2026.
Technology, Data and Supply Chain Committee. Verdell Walker (Chairperson), Andrés Alonso, Alix Guerrier and Linda Li are the current members of the Technology, Data and Supply Chain Committee. The primary objectives of the Technology, Data and Supply Chain Committee are, as more fully described under “Board Leadership Structure and Risk Oversight” above, (i) to provide assistance to the Board in fulfilling its oversight responsibilities with respect to monitoring the risk profile of the Company as it relates to the Company’s computer systems and software applications, including cybersecurity strategy, as well as the Company’s privacy, data retention and data protection policies, and reporting its observations to the full Board; (ii) to provide oversight and guidance in respect to the Company’s information databases and the uses of such data by the Company’s operating businesses in the business activities of the Company, including oversight and guidance relating to the Company’s social media activities; and (iii) to provide guidance in respect to the Company’s product development process, including design and relevant technologies, with the objectives of enhancing the customer experience and driving customer satisfaction and the Company’s business success. Oversight and guidance in respect to the Company’s supply chain and production processes are also provided through the Technology, Data and Supply Chain Committee to assist the Board in fulfilling its oversight responsibilities with respect to monitoring the risk profile of the Company as it relates to these operational risks. The Technology, Data and Supply Chain Committee held four regular meetings during the fiscal year ended May 31, 2026.
Corporate Governance
As part of the Company’s corporate governance practices, the Board has adopted the Guidelines, as amended, which are summarized below. The full text of the Guidelines is available in the Investor Relations section of the Company’s website, investor.scholastic.com. Stockholders may also obtain a written copy of the Guidelines at no cost by writing to the Company, Attention Corporate Secretary, at Scholastic Corporation, 557 Broadway, New York, NY 10012. In addition to the Guidelines, the Board believes that the Scholastic Code of Ethics and the Code of Ethics for Senior Financial Officers, described below, as well as the Committee charters, all of which are reviewed annually and approved by the Board, are vital to securing the confidence of the Company’s stockholders, customers, employees, governmental authorities and the investment community.
Independent Directors. The Guidelines require a majority of independent directors and provide for a board of nine to fifteen directors. The Nominating and Governance Committee is responsible for reviewing with the Board annually the appropriate criteria and standards for determining director independence consistent with applicable legal requirements, including NASDAQ listing standards and the federal securities laws. The Board determined that all persons who served on the Board in fiscal 2026, other than Mr. Warwick and Ms. Lucchese, who are current executive officers of the Company, were independent, as defined in the NASDAQ listing standards.
Lead Independent Director. The Guidelines provide for a Lead Independent Director, and Mr. Barge was appointed by the non-employee directors of the Company (the “Outside Directors”) as the Lead Independent Director following the 2015 annual meeting of stockholders. As described in the Guidelines, the Lead Independent Director presides at executive sessions of the Board involving only the independent directors and serves as the liaison between the Chair of the Board and the Chief Executive Officer and the independent
47
directors (unless the matter under consideration is within the jurisdiction of one of the Board’s committees). Among other matters, the independent directors, meeting in executive session, consider items they would like included in future Board agendas, the flow of information to directors, relevant Board corporate governance matters and any other topics or issues which any of the independent directors desires to raise in executive session. The Lead Independent Director is responsible for advising each of the Chair of the Board and the Chief Executive Officer of decisions reached or suggestions made at executive sessions. Mr. Barge received an annual retainer of $25,000 for services performed as the Lead Independent Director during fiscal 2026.
Communication with the Board. Individuals may submit communications to the Board, or to the non-management directors individually or as a group, by sending the communications in writing to the attention of the Corporate Secretary of the Company at Scholastic Corporation, 557 Broadway, New York, NY 10012. All communications that relate to matters that are within the scope of responsibilities of the Board and its committees will be forwarded to the appropriate directors by the Corporate Secretary.
Director Nomination Process. The Nominating and Governance Committee periodically reviews with the Board the requisite skills, competencies and characteristics of new directors, as well as the composition of the Board as a whole. The Nominating and Governance Committee makes an assessment of the suitability of candidates for election to the Board, taking into account independence, character, judgment and relevant business experience, as well as their appreciation of the Company’s mission and values. In particular, the Board focuses on identifying the potential contribution any candidate can make to the diversity of backgrounds, experience and competencies which it desires to have represented on the Board. Although there is no specific policy regarding Board composition, the Nominating and Governance Committee seeks to achieve diversification in the qualifications of nominees, such as different types of business or academic experience or expertise in different industries, professions and geographic areas.
The Nominating and Governance Committee does not believe it is currently necessary or appropriate to adopt specific, minimum objective criteria for new director nominees. Stockholders may propose nominees for Board membership for consideration by the Nominating and Governance Committee by submitting the nominee’s name, biographical data and qualifications along with the consent of the proposed nominee to the Nominating and Governance Committee, Attention: Corporate Secretary at Scholastic Corporation, 557 Broadway, New York, NY 10012. The Nominating and Governance Committee will consider all director candidates properly submitted by stockholders in accordance with the Company’s Bylaws and Corporate Governance Guidelines using the same criteria that it uses to select directors for non-stockholder nominees. The Nominating and Governance Committee also considers such other relevant factors as it deems appropriate, including the balance of independent and non-independent directors, the need for Audit Committee or other relevant expertise or to add particular competencies, and the qualifications of other potential nominees.
Use of Executive Search Firms. The Company has regularly retained the services of executive search firms to assist it in identifying possible candidates for nomination for election to the Board.
Policy regarding Age and Tenure. In July 2014, the Nominating and Governance Committee recommended to the Board and the Board approved amendments to the Corporate Governance Guidelines addressing director age and tenure. The amendments provide: (i) in the case of age, for a retirement age of 75 and that a director who has reached age 75 may not stand for re-election to the Board at the next annual meeting of stockholders following such director reaching age 75, subject to the right of the Board, in its discretion, to nominate or re-nominate a person who has attained age 75 for election if it believes that, under the circumstances, it is in the Company’s best interests, and (ii) in the case of tenure, while no term limits shall apply, a director’s tenure as a member of the Board of Directors, including continued assessment of the director’s independence, will be considered, among other factors, in connection with re-nomination.
Board Meetings and Executive Sessions. Directors are expected to expend sufficient time, energy and attention to assure diligent performance of their responsibilities. Directors are expected to attend meetings of the Board and the committees on which they serve, whether in person, either physically or through virtual
48
meetings, or by telephone. Management provides all directors with an agenda and relevant written materials as available in advance of each meeting. To ensure active and effective participation, directors are expected to arrive at each Board and committee meeting having reviewed any materials provided in advance of the meeting. As previously discussed, the Board regularly meets in executive session with only the independent directors present, and Mr. Barge presides over those sessions as Lead Independent Director.
Director Attendance at Company Annual Meetings of Stockholders. Directors are encouraged to attend the Company’s annual meetings of stockholders. All of the directors attended the virtual 2025 Annual Meeting of Stockholders.
Annual Self-Assessment. The Board generally makes an annual self-assessment of its performance with a particular focus on key metrics related to Board performance and overall effectiveness. The Nominating and Governance Committee is responsible for overseeing the self-assessment process. The Board completed and discussed the results of its annual self-assessment for fiscal 2024 at its May 2025 meeting. Due to the changes in Board composition that occurred during fiscal 2024 and their effect on the composition of the Board and its standing committees, the Board determined not to conduct a formal annual self-assessment during fiscal 2026. Instead, at its May 2025 meeting — the final month of fiscal 2025 — the Board held a broad discussion covering the fiscal 2024 self-assessment process and addressing changes in Board practices that had occurred during fiscal 2025.
Access to Management and Advisors. Directors have access to the Company’s management and, as necessary and appropriate, the Board and its committees may retain outside legal, financial and other advisors.
Investment Expectations of Directors. Directors had previously been encouraged to own Company stock in an amount appropriate for them, although the Company had not previously had any formal equity ownership requirements for members of the Board. During fiscal 2024, the Board considered and adopted, at its September 2023 Board meeting, formal stock ownership guidelines applicable to non-employee directors. The Outside Director Stock Ownership Guidelines so adopted required each non-executive director (“Outside Director”) to own Common Stock of Scholastic equal in value to at least three (3) times the annual Board cash retainer (currently $95,000 annually), which requirement was increased by Board action taken at its May 2025 meeting to at least four (4) times the annual Board cash retainer, with a five-year phase-in period to meet such requirement after becoming subject thereto. A Director who is also an executive officer of the Company is subject to the separate stock ownership guidelines applicable to senior management and not to these guidelines. For purposes of determining compliance with the Stock Ownership Guidelines, Common Stock includes all Common Stock and securities owned directly (including through open market purchases, vesting of restricted stock units or exercise of stock options); stock held by immediate family members residing in the same household or through trusts for the benefit of the person or his or her immediate family members; deferred, restricted or performance stock units or restricted shares awarded pursuant to any equity incentive plan applicable to Outside Directors, including any provisions thereof relating to tax-deferred stock units, whether or not vested; and the “in-the-money” value of vested stock option awards.
Scholastic Code of Ethics and Code of Ethics for Senior Financial Officers. The Company has implemented a Code of Ethics applicable to its employees and directors and a Code of Ethics for Senior Financial Officers. The Scholastic Code of Ethics operates as a tool to help Scholastic’s employees and directors understand and adhere to the high ethical standards required for employment by, or association with, the Company. The Scholastic Code of Ethics contains procedures for employees to report to the Audit Committee any concerns with regard to any questionable accounting, internal control or auditing matters. The Code of Ethics for Senior Financial Officers provides fundamental ethical principles to which the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller are expected to adhere. Both the Scholastic Code of Ethics and the Code of Ethics for Senior Financial Officers are available in the Investor Relations section of the Company’s website, investor.scholastic.com. Additionally, these documents are available in print to any stockholder requesting a copy.
49
Insider Trading; Hedging Policy. The Company
HRCC Procedures. Under its charter, the HRCC is required to meet at least three times per year. In practice the HRCC has been meeting on at least a quarterly basis to address compensation and workforce management matters, including reviewing regulatory developments that may impact the Company’s compensation arrangements and considering amendments or modifications to compensation and benefit plans. At its regular meeting in July of each year, the HRCC reviews the Company’s financial and operating results for the most recent fiscal year and determines whether the relevant performance criteria required for the payment to the Named Executive Officers of annual bonuses under the STIP, or from an established contingency pool thereunder, for such year have been satisfied and, if so, considers and approves the actual amounts of any such payouts. Also, at that meeting or its September meeting, the HRCC establishes performance criteria for annual bonuses to be awarded under the STIP or any successor plan or program for the current fiscal year. The HRCC customarily considers and approves any changes in the base salary of senior executive officers, including the Named Executive Officers, at its regular meeting in July, with any changes becoming effective as determined at such meeting.
Under the Company’s current practice, equity-based compensation awards to senior management, including the Named Executive Officers, under the Company’s stock incentive plans are typically considered and made each year at the scheduled September meeting of the HRCC, which occurs shortly before the announcement of the Company’s earnings for its first fiscal quarter. Except in limited circumstances, other than in connection with grants being made to new hires, or related to promotions, the HRCC does not generally grant equity awards to Named Executive Officers at other times during a given year and, in such cases, the grants would normally be made by the HRCC at one of its other regularly scheduled meetings. All equity awards are generally made at fair market value on the effective date of grant, which, unless otherwise contractually required, is no earlier than the date on which the HRCC, either directly or through limited delegation of authority, approves the grant. Under the 2021 Plan and the 2011 Plan, fair market value is deemed to be the average of the high and low market prices of the Common Stock on the effective date of grant.
The HRCC annually reviews the performance of the Company’s Chief Executive Officer and recommends his compensation for review and revision or approval by the Board. Please refer to page 18 for a description of the terms of the employment agreement with Mr. Warwick, who became the Company’s President and Chief Executive Officer on August 1, 2021. The compensation of the executive officers who report directly to the Chief Executive Officer is recommended by him to the HRCC, which reviews and revises or approves the recommendations as the HRCC deems appropriate. The forgoing practices are conducted with the assistance of the Company’s Human Resources Department and, as requested, input from the independent compensation consultant, Pay Governance LLC, retained by the HRCC.
The HRCC has the authority and discretion to retain such external compensation and other consultants as it deems appropriate. The HRCC looks to its compensation consultant to periodically review and advise the HRCC regarding the adequacy and appropriateness of the Company’s overall executive compensation plans, programs and practices and, from time to time, to answer specific questions raised by the HRCC or management. Compensation decisions are made by, and are the responsibility of, the HRCC and the Board and may reflect factors and considerations other than the information and recommendations provided by the HRCC’s consultants.
50
As an annual practice, the HRCC reviews certain factors relative to the independence status of the Company’s compensation consultants, Pay Governance LLC. After such review in fiscal 2026, the HRCC unanimously determined that Pay Governance LLC was independent. Pay Governance LLC performs no services for the Company other than to the HRCC in relation to compensation matters.
Procedures for Approval of Related Person Transactions. The Company does not generally engage in transactions in which its executive officers or directors, any of their immediate family members or any of its 5% stockholders have a material interest. The Scholastic Code of Ethics, which is posted on investor.scholastic.com, sets forth standards applicable to all employees, officers and directors of the Company and generally prohibits, unless disclosed and approved, transactions that could otherwise result in a conflict of interest. Any waiver of the Scholastic Code of Ethics for any executive officer or director of the Company requires the approval of the Audit Committee. Any such waiver would be disclosed on the Company’s website, investor.scholastic.com, and on a Current Report on Form 8-K filed with the SEC.
Director Compensation
For fiscal 2026, each Outside Director of the Company was entitled to receive a cash retainer of $95,000 for his or her services as a director, and each Committee chairperson was entitled to receive additional amounts for the chairperson’s duties at the rate of $15,000 in the case of each of the chairpersons of the Technology, Data and Supply Chain Committee, the Nominating and Governance Committee and the HRCC and $20,000 for the chairperson of the Audit Committee, with the Lead Independent Director receiving $25,000 for his services performed in that role. The Board, at its May 2026 meeting, approved, effective for September 2026, increases in the annual fees for the chairperson of the Audit Committee to $25,000, for the chairperson of the Human Resources and Compensation Committee to $20,000 and for the Lead Director to $30,000 based on a market analysis performed by the HRCC’s independent compensation consultants.
In addition, the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (as amended and restated, the “2017 Plan”) provides for annual equity awards to the Outside Directors on the date of each annual meeting of stockholders. For fiscal 2026, the value of the equity grant was established as $120,000, to be awarded entirely as restricted stock units, and pursuant, to the 2017 Plan, the fair value of the restricted stock units was based upon the fair market value of a share of Common Stock on September 17, 2025, the date of the 2025 Annual Meeting of Stockholders. Pursuant to the terms of the 2017 Plan, the restricted stock units (and stock options when granted) vest on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders following the date of grant. Accordingly, with regard to the grant of restricted stock units made on September 17, 2025, the entire grant vests on September 16, 2026, the date of the 2026 Annual Meetinposg of Stockholders. The Board, at its May 2026 meeting, determined that, for fiscal 2027, the value of the equity grant would be increased to $130,000, based on the market analysis referred to above and would continue to be awarded entirely as restricted stock units. Pursuant to the 2017 Plan, the fair value of the stock options previously awarded was determined based upon the Black-Scholes model of calculating the fair value of a stock option, including the use of an exercise price equal to the fair market value of a share of Common Stock on the date of each grant.
The Board, at its September 2023 meeting, approved an amendment to the 2017 Plan to permit the Outside Directors to elect a tax deferral option in respect to restricted stock unit awards under the 2017 Plan pursuant to which an Outside Director can elect to defer receipt of all or a portion of the shares of Common Stock underlying such awards in accordance with procedures established by the HRCC. Provided that the election is timely made in accordance with the applicable procedures, the deferral election will remain in effect and continue to apply to restricted stock unit awards to the Outside Director for subsequent years until the Outside Director timely revokes or changes the deferral election. Once a deferred restricted stock unit has vested, dividends and other distributions on the underlying Common Stock will be credited to the account of
51
the Outside Director during the period of the deferral. Common Stock in respect of all vested restricted stock units will be issued to the Outside Director, together with any dividends or other distributions credited to such Outside Director’s deferral account, within thirty days of such Outside Director’s cessation of service as a director. The Outside Directors that are current participants in the program include Dr. Alonso, Mr. Barge, Mr. Dumont, and Mr. Guerrier.
Under the terms of the Scholastic Corporation Directors’ Deferred Compensation Plan, directors are permitted to defer 50% or 100% of their cash retainers and other fees. Deferred amounts accrue interest at a rate equal to the 30-year United States Treasury bill rate and are paid in cash upon the later of termination from Board service or the end of the deferral period, unless paid earlier due to death, disability, change-of-control of the Company or severe financial hardship. None of the Outside Directors currently participate in this plan.
The following table summarizes the total compensation provided by the Company to the Outside Directors for the fiscal year ended May 31, 2026.
Fiscal Year 2026 |
Fees Earned |
|
Stock |
|
Option |
|
Change in Pension Values and Non-qualified Deferred Compensation Earnings |
|
All Other Compensation |
|
Total |
|
||||||
Milena Alberti (4) |
$ |
78,750 |
|
$ |
149,967 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
228,717 |
|
Andrés Alonso |
$ |
110,000 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
234,973 |
|
James W. Barge |
$ |
152,500 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
277,473 |
|
John L. Davies (5) |
$ |
23,750 |
|
n/a |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
23,750 |
|
|
Robert Dumont |
$ |
107,500 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
232,473 |
|
Alix Guerrier |
$ |
95,000 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
219,973 |
|
Kaya Henderson |
$ |
95,000 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
219,973 |
|
Linda Li |
$ |
126,250 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
251,223 |
|
Verdell Walker |
$ |
113,750 |
|
$ |
124,973 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
238,723 |
|
Anne Clarke Wolff (6) |
$ |
76,250 |
|
$ |
149,967 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
226,217 |
|
David J. Young (5) |
$ |
23,750 |
|
n/a |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
23,750 |
|
|
52
PROPOSAL 2: ADVISORY VOTE TO APPROVE FISCAL 2026 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS
As required under the Exchange Act, the Company is seeking an advisory, non-binding vote of the Class A Stockholders with respect to the compensation awarded to its Named Executive Officers for fiscal 2026. The Company’s executive compensation programs and compensation paid to its Named Executive Officers are described in the “Compensation Discussion and Analysis,” compensation tables and narrative discussion beginning on page 10 of this proxy statement. As described more fully in the “Compensation Discussion and Analysis,” the HRCC oversees the Company’s compensation and benefits programs as they relate to senior management and the compensation awarded thereunder, adopting changes to the programs and awarding compensation as it determines appropriate to reflect the Company’s circumstances and to promote the main objective of the programs: to motivate members of senior management, including the Named Executive Officers, in order to increase value for stockholders by facilitating the long-term growth of the Company.
If you are a Class A Stockholder, you may vote for or against the following resolution, or you may abstain. As an advisory vote, the result is non-binding on the Company and the Board. However, the Board and the HRCC will consider the outcome of the vote, along with other relevant factors, when making future compensation decisions for the Named Executive Officers.
RESOLVED, that the compensation paid to the Company’s Named Executive Officers for fiscal 2026, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables, and narrative discussion included in this proxy statement, is hereby APPROVED.
Recommendation
The Board recommends that the Class A Stockholders vote FOR the foregoing resolution. The affirmative vote of a majority of the votes cast by the holders of the Class A Stockholders present and entitled to vote on this item at the Annual Meeting is required to approve this advisory proposal.
53
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has appointed Ernst & Young LLP (“EY”) to be the independent registered public accountants of the Company for the fiscal year ending May 31, 2027. A representative of EY will be present via the internet at the Annual Meeting and will be afforded the opportunity to make a statement. Such representative will also be available to respond to appropriate questions.
The total fees for services provided by EY to the Company during the fiscal years ended May 31, 2026 and May 31, 2025 are summarized in the table below.
|
Fiscal 2026 |
|
Fiscal 2025 |
|
||
Audit Fees |
$ |
3,867,715 |
|
$ |
4,353,634 |
|
Audit-Related Fees |
$ |
212,000 |
|
$ |
67,000 |
|
Tax Fees |
$ |
1,654,932 |
|
$ |
2,045,579 |
|
All Other Fees |
$ |
- |
|
$ |
- |
|
TOTAL FEES |
$ |
5,734,648 |
|
$ |
6,466,213 |
|
Type of fee paid |
Work performed |
|
Audit Fees |
Fees related to: |
|
|
• |
the annual audit of the consolidated financial statements and internal control over financial reporting |
|
• |
quarterly financial statement reviews |
|
• |
statutory audits |
Audit-Related Fees |
Fees related to: |
|
|
• |
benefit plan audits |
Tax Fees |
Fees related to: |
|
|
• |
federal, state and international tax compliance |
|
• |
domestic and international tax consulting |
In fiscal 2026 and fiscal 2025, in accordance with Section 10A(i) of the Exchange Act, the Audit Committee approved the Audit Fees and also pre-approved all of the Audit-Related services and Tax services provided by EY. The Audit Committee’s non-audit services pre-approval policies require the receipt and analysis of a summary containing a description of the non-audit service proposed to be provided prior to commencement of the engagement. The Audit Committee then makes an evaluation as to whether the provision of the proposed non-audit service by EY will affect its independence and also considers the percentage of non-audit fees related to the total audit fees. If a non-audit service is required before the Audit Committee’s next scheduled meeting, the Audit Committee has delegated to its chair, currently Mr. Barge, the authority to approve such service on its behalf, provided that such action is reported to the Audit Committee at its next meeting.
54
AUDIT COMMITTEE’S REPORT
The Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended May 31, 2026 with the Company’s management. The Audit Committee has discussed with EY, the Company’s independent registered public accountants, the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.
The Audit Committee has also received the written disclosures and the letter from EY required by Rule 3526 of the PCAOB, and the Audit Committee has discussed the independence of EY with the firm.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee unanimously recommended to the Board (and the Board has approved) that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for filing with the SEC.
Audit Committee |
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James W. Barge, Chairperson |
Milena Alberti |
Robert Dumont |
Anne Clarke Wolff |
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING
Rule 14a-8 proposals. To be considered for inclusion in the Company’s proxy materials for the 2027 Annual Meeting, a stockholder proposal must be received by the Secretary of the Company at our principal executive offices no later than April 9, 2027.
Other proposals and nominations (not for inclusion in Company proxy materials). The Company’s certificate of incorporation and bylaws do not contain advance notice procedures for the annual meeting. Accordingly, for any proposal or director nomination a stockholder intends to present at the 2027 Annual Meeting other than under Rule 14a-8, the Company will consider notice untimely under Rule 14a-4(c)(1) if received after June 23, 2027. If notice is untimely, the persons named as proxies may exercise discretionary voting authority with respect to any such matter, and the Company intends to vote the shares represented by such proxies in the manner it determines to be in the best interests of the Company if the matter is properly presented.
Universal proxy / Rule 14a-19. In addition, any stockholder intending to solicit proxies in support of director nominees other than the Company’s nominees must comply with Rule 14a-19, including providing notice to the Company no later than July 18, 2027, containing the information required by Rule 14a-19(b).
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OTHER MATTERS
The Company has not received notice from any shareholder of its intention to bring a matter before the 2026 Annual Meeting. At the date of this Proxy Statement, the Board of Directors does not know of any other matter to come before the meeting other than the matters set forth in the Notice of Meeting. However, if any other matter, not now known, properly comes before the meeting, the persons named on the enclosed proxy will vote said proxy in accordance with their best judgment on such matter.
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By Order of the Board of Directors |
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Chris Lick |
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Secretary |
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SCHOLASTIC CORPORATION Proxy for Annual Meeting of Stockholders, September 16, 2026 (The Solicitation of This Proxy is Made on Behalf of the Board of Directors) The undersigned hereby appoints PETER WARWICK and IOLE LUCCHESE, or either of them, each with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Stockholders of Scholastic Corporation to be held live via the internet at www.virtualshareholdermeeting.com/SCHL2026 on September 16, 2026 at 9:00 a.m. E.D.T. THIS PROXY IS CONTINUED ON THE REVERSE SIDE PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY TODAY
SCHOLASTIC CORPORATION CLASS A STOCK PROXY Annual Meeting of Stockholders, September 16, 2026 The undersigned hereby votes the above number of shares of Class A Stock of Scholastic Corporation as follows: 1. For the election of: Andrés Alonso, Robert Dumont, Alix Guerrier, Kaya Henderson, Linda Li, Iole Lucchese, Verdell Walker, and Peter Warwick. FOR: WITHHOLD: FOR ALL EXCEPT: (Write the name(s) of the individual nominee(s) for whom authority to vote is withheld on the line below): 2. Approval of Fiscal 2026 compensation paid to Scholastic Named Executive Officers. FOR: AGAINST: ABSTAIN: 3. In their discretion, the proxies will vote upon such other matters as may properly come before the meeting and as may properly be voted upon by the holders of Class A Stock. Date: Class A Stockholder No. of Shares: Please mark your vote as indicated in this example: X
Logo SCHOLASTIC CORPORATION 557 BROADWAY NEW YORK, NY 10012 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on September 15, 2026 for shares held directly and by 11:59 p.m. Eastern Time on September 13, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go to www.virtualshareholdermeeting.com/SCHL2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on September 15, 2026 for shares held directly and by 11:59 p.m. Eastern Time on September 13, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of Directors Nominees 01) James W. Barge 02) Milena Alberti 03) Anne Clarke Wolff NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . SCHOLASTIC CORPORATION Annual Meeting of Stockholders September 16, 2026 9:00 a.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned hereby appoints PETER WARWICK and IOLE LUCCHESE, or either of them, each with the full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Stockholders of Scholastic Corporation to be held virtually at www.virtualshareholdermeeting.com/SCHL2026, on Wednesday, September 16, 2026 at 9:00 a.m. Eastern Time, and at any adjournment thereof, and to vote the shares of Common Stock the undersigned would be entitled to vote if personally present. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If you are a stockholder of record and no direction is given, this Proxy will be voted FOR the election of directors. In their discretion, the proxies are authorized to vote on such other business as may properly come before the Annual Meeting or any adjournment thereof. If all or a portion of the shares you are voting are a result of your being a participant in the Scholastic Corporation 401(k) Savings and Retirement Plan, then you may instruct the plan Trustee how to vote all full and fractional shares attributable to the account invested in the Scholastic Corporation Stock Fund on July 24, 2026 by voting by September 13, 2026 Continued and to be signed on reverse side