Filed by the Registrant ☒
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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☒ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
SCHOLASTIC CORPORATION(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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 https://www.scholastic.com
SCHOLASTIC CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo 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 https://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
Electing eight directors to the Board of Directors
Advisory Vote to Approve Fiscal 2026 Compensation Awarded to Named Executive Officers
Matters to be voted upon by holders of the Common Stock
Electing three directors to the Board of Directors
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:
via the Internet at the website indicated on your proxy card;
via telephone by calling the toll free number on your proxy card; or
by returning the enclosed proxy card.
By order of the Board of Directors
.Chris Lick Secretary August 7, 2026
TABLE OF CONTENTS
Solicitation of Proxies 1
General Information 1
Voting Securities of the Company 2
Principal Holders of Class A Stock and Common Stock 4
Change of Control Arrangement for Certain Class A Stockholders 6
Delinquent Section 16(a) Beneficial Ownership Reports 6
Share Ownership of Management 7
Compensation Committee Interlocks and Insider Participation 8
Human Resources and Compensation Committee Report 9
Compensation Discussion and Analysis 10
Grants of Plan-Based Awards 24
Outstanding Equity Awards at May 31, 2026 25
Option Exercises and Stock Vested 26
Pension Plan 26
Nonqualified Deferred Compensation Table 26
Potential Payments upon Termination or Change-in-Control 27
Pay Ratio 31
Pay Versus Performance 32
Equity Compensation Plan Information 37
Stock Ownership Guidelines 37
Matters Submitted to Stockholders 38
Proposal 1 - Election of Directors 38
Nominees for Election by Holders of Class A Stock 38
Nominees for Election by Holders of Common Stock 38
Board Composition 44
Board Leadership Structure and Risk Oversight 44
Environmental, Social and Governance ("ESG") Oversight 45
The Board's Role in Human Capital Management 45
Meetings of the Board and its Committees 45
Corporate Governance 47
Director Compensation 51
Proposal 2 - Advisory Vote to Approve Fiscal 2026 Compensation Awarded to Named Executive Officers 53
Independent Registered Public Accountants 54
Audit Committee's Report 55
Stockholder Proposals for 2027 Annual Meeting 55
Other Matters 56
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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 https://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 https://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:
delivering to the Secretary of the Company a written revocation thereof or a duly executed proxy bearing a later date; or
providing subsequent internet or telephone voting instructions; or
voting via electronic means at the Annual Meeting.
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.
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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.
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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.
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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.
Class A Stock | Common Stock | |||
Amount and | Amount and | |||
Nature | Nature | |||
Name and Address | of Beneficial | Percent of | of Beneficial | Percent of |
of Beneficial Owner | Ownership(1) | Class | Ownership(2) | Class |
The Estate of Richard Robinson | ||||
Iole Lucchese, Special Executor | ||||
c/o Scholastic Corporation | ||||
557 Broadway | (3) | |||
New York, NY 10012 | 445,452 | 53.8% | 1,024,699 | 5.5% |
Iole Lucchese | ||||
c/o Scholastic Corporation | ||||
557 Broadway | (4) | |||
New York, NY 10012 | 445,452 | 53.8% | 1,262,643 | 6.7% |
Barbara Robinson Buckland c/o Scholastic Corporation 557 Broadway New York, NY 10012 | 324,310 | 39.2% | * | * |
Mary Sue Robinson Morrill | ||||
c/o Scholastic Corporation | ||||
557 Broadway | (5) | |||
New York, NY 10012 | 382,648 | 46.2% | 1,102,436 | 6.0% |
Florence Robinson Ford c/o Scholastic Corporation 557 Broadway New York, NY 10012 | 324,310 | 39.2% | * | * |
Andrew S. Hedden | ||||
c/o Scholastic Corporation | ||||
557 Broadway | (6) | |||
New York, NY 10012 | 324,310 | 39.2% | 938,267 | 5.1% |
Trust under the Will of Maurice R. Robinson c/o Scholastic Corporation 557 Broadway New York, NY 10012 | 324,310 | 39.2% | * | *. |
Trust under the Will of Florence L. Robinson c/o Scholastic Corporation 557 Broadway New York, NY 10012 | 58,338 | 7.0% | * | * |
BlackRock, Inc. | ||||
50 Hudson Yards | (7) | |||
New York, NY 10055 | - | - | 2,439,244 | 11.7% |
Dimensional Fund Advisors | ||||
6300 Bee Cave Road, Building One | (8) | |||
Austin, TX 78746 | - | - | 1,734,301 | 8.3% |
* Less than 5.0%
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(1) Each of Barbara Robinson Buckland, Mary Sue Robinson Morrill, Florence Robinson Ford, Andrew S. Hedden and the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust") have filed Statements on Schedule 13G with the SEC (the "Ownership Filings") regarding beneficial ownership of Common Stock. Barbara Robinson Buckland, Mary Sue Robinson Morrill and Florence Robinson Ford, all of whom are siblings of Richard Robinson, the former Chairman of the Board, President and Chief Executive Officer of the Company, and Andrew S. Hedden, a former Director and current employee of the Company, are trustees of the Maurice R. Robinson Trust, with shared voting and investment power with respect to the shares owned by the Maurice R. Robinson Trust. Under the terms of the Maurice R. Robinson Trust, the vote of a majority of the trustees is required to vote or direct the disposition of the shares held by the Maurice R. Robinson Trust. In addition, Mary Sue Robinson Morrill is the trustee of the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), with sole voting and investment power with respect to the shares owned by the Florence L. Robinson Trust. Each such trust directly owns the shares attributed to it in the table and each person listed herein as a trustee of such trust is deemed to be the beneficial owner of the shares directly owned by such trust. Based on their Ownership Filings and subsequent information made available to the Company, the aggregate beneficial ownership of the Class A Stock on the Record Date by the following persons was: the Estate of Richard Robinson, Iole Lucchese, Special Executor-445,452 shares (sole voting and investment power); Iole Lucchese, individually-445,452 shares (sole voting and investment power); Barbara Robinson Buckland-324,310 shares (shared voting and investment power); Mary Sue Robinson Morrill-382,648 shares (shared voting and investment power); Florence Robinson Ford-324,310 shares (shared voting and investment power); Andrew S. Hedden-324,310 shares (shared voting and investment power); Maurice R. Robinson Trust-324,310 shares (sole voting and investment power); and Florence L. Robinson Trust-58,338 shares (sole voting and investment power).
(2) The shares of Class A Stock are convertible at the option of the holder into shares of Common Stock at any time on a share-for-share basis. The number of shares of Common Stock and percentage of the outstanding shares of Common Stock for each beneficial owner of Class A Stock assumes the conversion of such holder's shares of Class A Stock into shares of Common Stock. Based on their Ownership Filings and subsequent information made available to the Company, the aggregate beneficial ownership of Common Stock on the Record Date by the following holders whose holdings equated to at least 5% beneficial ownership of Common Stock was: the Estate of Richard Robinson, Iole Lucchese, Special Executor-1,024,699 shares (sole voting and investment power) and Iole Lucchese, individually-1,262,643 (sole voting and investment power); Mary Sue Robinson Morrill-58,338 shares (sole voting and investment power) and 1,044,098 shares (shared voting and investment power); and Andrew S. Hedden-180,912 shares (sole voting and investment power) and 757,355 shares (shared voting and investment power).
(3) Includes 445,452 shares of Common Stock issuable on conversion of the Class A Stock described in Notes 1 and 2 above and 579,247 shares of Common Stock held directly by the Estate of Richard Robinson.
(4) Ms. Lucchese was appointed as an executor of the Estate of Richard Robinson on July 1, 2021 and her holdings include all the shares described in Note 3 above; 48,180 shares of Common Stock held directly by Ms. Lucchese, 59,918 shares of Common Stock under options exercisable by Ms. Lucchese within 60 days of the Record Date under the Scholastic Corporation 2021 Stock Incentive Plan (the "2021 Plan"); 104,864 shares of Common Stock under options exercisable by Ms. Lucchese within 60 days of the Record Dated under the Scholastic Corporation 2011 Stock Incentive Plan (the "2011 Plan"); and 6,892 RSUs scheduled to vest within 60 days of the Record Date under the 2021 Plan.
(5) Does not include an aggregate of 146,830 shares of Common Stock held under Trusts for which Ms. Morrill's spouse is the trustee for the benefit of their children, and an aggregate of 101,872 shares held by family members directly and in a trust for which neither Ms. Morrill nor her spouse are trustees, as to which Ms. Morrill disclaims beneficial ownership.
(6) Includes 57,303 shares of Common Stock held directly by Mr. Hedden; 123,609 shares of Common Stock under options exercisable within 60 days of the Record Date; 68,138 shares held by the Richard Robinson Charitable Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees, 40,681 shares held by the Richard Robinson Family Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees; and shares owned by the Maurice R. Robinson Trust as follows: (i) 324,310 shares of Common Stock issuable on conversion of the Class A Stock and
(ii) 324,226 shares of Common Stock owned by the Maurice R. Robinson Trust.
(7) The information for BlackRock, Inc. ("BlackRock") is derived from a Schedule 13G Amendment, dated July 30, 2026, filed with the SEC reporting beneficial ownership as of June 30, 2026. BlackRock has the sole dispositive power with regard to all 2,439,244 shares and the sole voting power with regard to 2,411,838 of such shares. Accordingly, for purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BlackRock is deemed to be a beneficial owner of these shares.
(8) The information for Dimensional Fund Advisors LP ("Dimensional Fund Advisors") is derived from a Schedule 13G Amendment dated April 9, 2026, filed with the SEC reporting beneficial ownership as of March 31, 2026. These shares are owned by various individual and institutional investors as to which Dimensional Fund Advisors serves as investment adviser, and Dimensional Fund Advisors holds 1,734,301 shares, with sole dispositive power over all such shares and sole voting power over 1,704,732 of such shares. For purposes of the reporting requirements of the Exchange Act, Dimensional Fund Advisors is
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deemed to be a beneficial owner of these shares; however, Dimensional Fund Advisors expressly disclaims that it is, in fact, the beneficial owner of such shares.
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.
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Share Ownership of Management
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.
Name | Class A Stock | Common Stock | ||
Amount and Nature of Beneficial Ownership(1) | Percent of Class | Amount and Nature of Beneficial Ownership(1) | Percent of Class | |
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%
(1) Except as indicated in the notes below, each person named has sole voting and investment power with respect to the shares shown opposite his or her name.
(2) See the information with respect to the Estate of Richard Robinson and Iole Lucchese under "Principal Holders of Class A Stock and Common Stock" above. The shares of Class A Stock are convertible at the option of the holder into shares of Common Stock at any time on a share-for-share basis.
(3) See the information with respect to the Estate of Richard Robinson and Iole Lucchese under "Principal Holders of Class A Stock and Common Stock" above.
(4) Includes 784 shares held directly by Ms. Alberti and 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (the "2017 Plan").
(5) Includes 16,661 shares of Common Stock held directly by Dr. Alonso, 2,112 shares of Common Stock under options exercisable by Dr. Alonso within 60 days of the Record Date under the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the "2007 Plan"), 25,100 shares of Common Stock under options exercisable by Dr. Alonso within 60 days of the Record Date under the 2017 Plan and 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
(6) Includes 29,083 shares of Common Stock held directly by Mr. Barge, 2,112 shares of Common Stock under options exercisable by Mr. Barge within 60 days of the Record Date under the 2007 Plan, 25,100 shares of Common Stock under options exercisable by Mr. Barge within 60 days of the Record Date under the 2017 Plan, 4,528 shares underlying RSUs
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(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
scheduled to vest within 60 days of the Record Date under the 2017 Plan and 7,112 vested RSUs deferred until Mr. Barge's retirement from the Board.
Includes 784 shares held directly by Ms. Clarke Wolff and 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
Includes 6,714 shares held directly by Mr. Dumont, 8,182 shares of Common Stock under options exercisable by Mr. Dumont within 60 days of the Record Date under the 2017 Plan, 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan and 7,112 vested RSUs deferred until Mr. Dumont's retirement from the Board.
Includes 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan and 5,835 vested RSUs deferred until Mr. Guerrir's retirement from the Board.
Includes 7,112 shares held directly by Ms. Henderson and 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
Includes 9,168 shares held directly by Ms. Li, 4,272 shares of Common Stock under options exercisable within 60 days of the Record Date under the 2017 Plan and 4,528 RSUs scheduled to vest within 60 days under the 2017 Plan.
Includes 10,311shares held directly by Ms. Walker, 7,350 shares of Common Stock under options exercisable within 60 days of the Record Date under the 2017 Plan and 4,528 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
Includes 112,163 shares of Common Stock held directly by Mr. Warwick, 43,153 shares of Common Stock under options exercisable by Mr. Warwick within 60 days of the Record Date under the 2011 Plan, 17,750 shares of Common Stock under options exercisable by Mr.
Warwick within 60 days of the Record Date under the 2017 Plan, 28,338 shares of Common Stock under options exercisable by Mr. Warwick within 60 days of the Record Date under the 2021 Plan, and 46,425 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
Includes 3,269 shares of Common Stock held directly by Mr. Glover, 4,322 shares of Common Stock under options exercisable by Mr. Glover within 60 days of the Record Date under the 2021 Plan and 4,848 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2017 Plan.
Includes 31,910 shares of Common Stock held directly by Mr. Mathews, 22,739 shares of Common Stock under options exercisable by Mr. Mathews within 60 days of the Record Date under the 2021 Plan, and 4,771 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2021 Plan.
Includes 26,597 shares of Common Stock held directly by Ms. Quinton, 78,681 shares of Common Stock under options exercisable by Ms. Quinton within 60 days of the Record Date under 2011 Plan, 54,232 shares of Common Stock under options exercisable by Ms. Quinton within 60 days of the Record Date under the 2021 Plan, and 6,012 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2021 Plan.
Includes 445,452 shares of Common Stock issuable on conversion of the Class A Stock included in the 1,024,699 shares owned by the Estate of Richard Robinson as described in Notes 1, 2 and 3 under "Principal Holders of Class A Stock and Common Stock" above. Also includes an aggregate of 304,306 shares of Common Stock held directly by all directors and executive officers as a group; an aggregate of 230,031 shares of Common Stock under options exercisable by members of the group within 60 days of the Record Date under the 2011 Plan; an aggregate of 176,822 shares of Common Stock under options exercisable by members of the group within 60 days of the Record Date under the 2021 Plan; an aggregate of 4,224 shares of Common Stock under options exercisable by members of the group within 60 days of the Record Date under the 2007 Plan; an aggregate of 87,754 shares of Common Stock under options exercisable by members of the group within 60 days of the Record Date under the 2017 Plan; an aggregate of 112,893 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2021 Plan and an aggregate of 20,059 vested RSUs deferred until the applicable director's retirement from the Board.
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.
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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
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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.
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Compensation Philosophy and Objectives
Pay Competitively |
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Pay for Performance |
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Executives as Stockholders |
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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.
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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. |
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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. |
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Long-Term Incentive Compensation | •To align the long-term interests of the executives and the Company's stockholders. |
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Other Equity-Based Incentives and Benefit Plans | •To attract and retain highly qualified talent and maintain market competitiveness. |
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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.
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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
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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 $59.91 million, as well as Divisional/Departmental financial goals, while continuing the 10% individual performance metric applicable to senior management, including the Named Executive Officers, based upon their annual performance reviews.
To drive greater alignment with the Company's corporate priorities, the design for the fiscal 2026 STIP included changes to the metric allocations applicable to participants with Divisional Operating Income ("revenue") or Departmental
Business Objective ("overhead") goals. The chart below details the Company's STIP metric allocation structure. These metrics are applicable to all participants (other than the CEO). The changes in the metrics for fiscal 2026 were intended to create a
structure where collaboration across the Company is encouraged and rewarded, incentivizing actions that drive overall Company performance consistently among the Divisional and Departmental groups.
Fiscal 2026 STIP Metric Allocation Structure
For fiscal 2026, annual incentives for Named Executive Officers were based on the following performance metrics:
Participants | STIP Metric Allocations (as a percent of a participant's STIP target) | ||
Corporate Operating Income | Divisional Operating Income/ Departmental Budget Objective | Individual Performance Review | |
Named Executive Officers - CEO | 100% | 0% | 0% |
Named Executive Officers - Divisional Operating Income Group | 60% | 30% | 10% |
Named Executive Officers - Departmental Budget Objective Group | 70% | 20% | 10% |
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Fiscal 2026 STIP Payment Structure
The funding for the fiscal 2026 STIP was the sum of the calculated bonuses for each Division or Department based on achievement of the Company's Corporate and Divisional/ Departmental metrics as well as the individual performance metric as per the chart below:
Threshold | Fiscal 2026 STIP Plan Funding* | ||
Metric Achievement to Target | Corporate Operating Income ($M) | 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.
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Named Executive Officer | Metric Allocations | Target Bonus (as a Percentage of Base Salary) | Actual Bonus Achievement | Fiscal 2026 Bonus Amount |
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 |
(1) Ms. Lucchese's STIP metric allocations, as determined by the HRCC, were based on her multi-divisional responsibilities for Children's Book Group ("CBG") (35%), Scholastic Entertainment Inc. ("SEI") (25%), Corporate Communications/Creative Development (20%) and as Chief Strategy Officer (20%).
(2) Mr. Mathews' STIP metric allocations, as determined by the HRCC, were based on responsibility for Scholastic Education (50%) and Investor Relations (50%).
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.
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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:
Annual equity grants to key employees, including the Named Executive Officers and other members of senior management, at its regularly scheduled meeting in September. For restricted stock units and stock options, such grants will generally vest equally one-third each year over a three year period, with the stock option grants having a seven year exercise period. Beginning in September 2024, performance-based stock units have, generally, replaced stock options when granting combination grants which also include a time-vested restricted stock grant. The performance goals, generally, have been based on three separate one-year performance periods with the full award vesting in its entirety on the third anniversary of the grant date.
Equity grants at other times depending upon circumstances such as promotions, new hires or special considerations.
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.
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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
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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.
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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.
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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 Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compen-sation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compen-sation(4) ($) | Total ($) |
Peter Warwick President and Chief Executive Officer | 2026 2025 2024 | $ 1,079,231 $ 1,000,000 $ 1,000,000 | $ 0 $ 0 $ 0 | $ 1,374,978 $ 1,374,986 $ 999,965 | $ 125,016 $ 125,001 $ 0 | $ 1,101,808 $ 760,511 $ 0 | $ 0 $ 0 $ 0 | $ 61,939 $ 40,015 $ 38,626 | $ 3,742,972 $ 3,300,513 $ 2,038,591 |
Haji Glover(5) Executive Vice President and Chief Financial Officer | 2026 2025 2024 | $ 625,000 $ 625,000 $ 204,327 | $ 400,000 $ 0 $ 0 | $ 624,985 $ 499,970 $ 119,983 | $ 0 $ 0 $ 80,013 | $ 329,832 $ 229,965 $ 200,000 | $ 0 $ 0 $ 0 | $ 17,196 $ 10,423 $ 7,153 | $ 1,997,013 $ 1,365,358 $ 611,475 |
Iole Lucchese Chair of the Board, Executive Vice President, Chief Strategy Officer and President, Scholastic Entertainment | 2026 2025 2024 | $ 849,039 $ 816,731 $ 800,000 | $ 0 $ 0 $ 0 | $ 899,980 $ 899,989 $ 359,990 | $ 0 $ 0 $ 240,002 | $ 683,013 $ 463,302 $ 40,000 | $ 0 $ 0 $ 0 | $ 39,905 $ 30,874 $ 25,530 | $ 2,471,936 $ 2,210,896 $ 1,465,522 |
Jeffrey Mathews (6) Executive Vice President, Chief Growth Officer and President, Scholastic Education | 2026 2025 2024 | $ 634,808 $ 560,000 $ 560,000 | $ 400,000 $ 0 $ 0 | $ 614,982 $ 1,899,960 $ 239,981 | $ 0 $ 0 $ 160,013 | $ 419,992 $ 210,249 $ 98,000 | $ 0 $ 0 $ 0 | $ 47,517 $ 10,238 $ 22,217 | $ 2,117,299 $ 2,680,448 $ 1,080,212 |
Sasha Quinton Executive Vice President and President, Children's Book Group | 2026 2025 2024 | $ 774,039 $ 725,000 $ 745,615 | $ 0 $ 0 $ 0 | $ 774,998 $ 499,970 $ 300,004 | $ 0 $ 0 $ 199,996 | $ 510,547 $ 357,939 $ 117,859 | $ 0 $ 0 $ 0 | $ 30,516 $ 23,117 $ 23,110 | $ 2,090,100 $ 1,606,027 $ 1,386,585 |
(1) Represents the grant date fair value under FASB ASC Topic 718 of awards of restricted stock units granted and/or Performance Share Units target amount granted to the Named Executive Officers in the fiscal year indicated. Assumptions used in determining the fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, "Consolidated Financial Statements and Supplementary Data," in the Annual Report, disregarding estimates of forfeitures related to service-based vesting conditions. There were no forfeitures of restricted stock units during fiscal 2026, fiscal 2025 or fiscal 2024 for the Named Executive Officers.
(2) Represents the grant date fair value under FASB ASC Topic 718 of awards of stock options granted to the Named Executive Officers in the fiscal year indicated. Assumptions used in determining fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, "Consolidated Financial Statements and Supplementary Data," in the Annual Report, disregarding estimates of forfeitures related to service-based vesting conditions. There were no forfeitures of stock options during fiscal 2026, 2025 or 2024 for the Named Executive Officers.
(3) Represents the full amount of the cash bonus actually awarded to the Named Executive Officer with regard to the fiscal year under the STIP, including any amounts deferred at such person's election and invested in RSUs under the MSPP. For fiscal 2026, 2025, and 2024, none of the Named Executive Officers elected to defer his or her cash bonus for the purchase of RSUs. Mr. Glover was not eligible until fiscal 2025. Mr. Mathews was not eligible until FY2024.
(4) All Other Compensation is further described in the table entitled "Summary of All Other Compensation" below.
(5) Mr. Glover joined the Company on January 22, 2024. The salary provided for fiscal 2024 reflects a partial year. Mr. Glover received a special one-time bonus of $400,000 in fiscal 2026 relating to his role in connection with the sale and leaseback transactions.
(6) Mr. Mathews received a special one-time bonus of $400,000 in fiscal 2026 relating to his role in connection with the sale and leaseback transactions. Mr. Mathews' equity grants include his annual grants and the one-time grant of restricted stock units and performance stock units described under "Compensation Arrangements with Executive Officers" above.
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Summary of All Other Compensation
Name | Fiscal Year | Severance ($) | 401(k) Plan Matching Contributions ($) | Life Insurance Premiums ($) | RSU Cost(1) ($) | Perquisites ($) | Dividend Earnings on vested MSPP RSUs and Unvested 2021and 2011 Plan RSUs(2) ($) | Total ($) |
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 |
(1) Represents the compensation cost to the Company which would result from the 25% MSPP discount for any restricted stock units purchased by the Named Executive Officer under the MSPP in the relevant fiscal year using the bonus that otherwise would have been paid in such year. The compensation cost would be computed using the grant date fair values on the purchase date under FASB ASC Topic 718 multiplied by the number of RSUs purchased in the relevant fiscal year. Assumptions used in determining fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, "Consolidated Financial Statements and Supplementary Data," in the Annual Report. None of the Named Executive Officers participated in the MSPP during the covered years.
(2) In fiscal 2026, 2025 and 2024, the Company made four dividend payments of $0.20 per share on the Common and the Class A Stock. Under the MSPP, all vested and deferred RSUs issued thereunder receive dividend earnings. Under the 2011 Plan and the 2021 Plan, restricted stock units are entitled to dividend earnings from the date of grant. This column reflects dividend earnings accrued under both such plans for the periods indicated.
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GRANTS OF PLAN-BASED AWARDS
The following table provides information on cash bonuses, stock options and restricted stock units granted in fiscal 2026 to each of the Named Executive Officers.
Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Award(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Options Awards: Number of Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/sh)(4) | Closing Market Price on Grant Date ($/sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | ||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximu m (#) | |||||||
Peter Warwick | 7/1/2025 7/1/2025 7/15/2025 | $ 687,500 | $ 1,375,00 0 | $ 1,375,00 0 | n/a | 46,425 | 69,638 | 17,539 46,425 | 18,092 | $ 21.38 $ 21.38 $ 21.54 | $ 21.71 21.71 $ 21.17 | $ 125,016 374,984 $ 999,995 |
Haji Glover | 9/23/2025 9/23/2025 | $ 187,500 | $ 375,000 | $ 562,500 | 4,849 | 9,697 | 19,394 | 14,546 | $ 25.78 $ 25.78 | $ 25.94 25.94 | $ 374,996 249,989 | |
Iole Lucchese | 9/23/2025 9/23/2025 | 425,000 | $ 850,000 | $ 1,275,00 0 | 6,982 | 13,964 | 27,928 | 20,946 | $ 25.78 $ 25.78 | $ 25.94 $ 25.94 | $ 539,988 $ 359,992 | |
Jeffrey Mathews | 9/23/2025 9/23/2025 | $ 236,250 | $ 472,500 | $ 708,750 | 4,771 | 9,542 | 19,084 | 14,313 | $ 25.78 $ 25.78 | $ 25.94 25.94 | $ 368,989 245,993 | |
Sasha Quinton | 9/23/2025 9/23/2025 | $ 290,625 | $ 581,250 | $ 871,875 | 6,012 | 12,024 | 24,048 | 18,038 | $ 25.78 $ 25.78 | $ 25.94 $ 25.94 | $ 465,020 $ 309,979 | |
(1) Represents the potential amounts of cash bonus that can be received for fiscal 2026 under the STIP. See the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.
(2) The number of performance-based stock units (PSUs) granted is shown as the target number of units. Actual payouts are based on the achievement of performance targets. This column shows the threshold, target, and maximum estimated number of PSUs payout for the awards in fiscal 2026 made under the 2021 Stock Incentive Plan. PSUs are determined based on average performance metrics for fiscal years 2026, 2027, and 2028 and will vest on the third anniversary from grant date. See "Compensation Discussion & Analysis - Elements of Our Compensation Program - Annual Incentive Bonus Plan - Fiscal 2026 Grants."
(3) Represents restricted stock units which vest in 33 1/3% increments beginning with the first anniversary from the date of grant, with the exception of Mr. Warwick's restricted stock unit grant that vested 100% on July 1, 2026, and his performance restricted stock unit grant with a one-year performance period that vested on July 21, 2026 at target (100%) based upon the achievement of the applicable performance metrics.
(4) The exercise price for all stock options is equal to the average of the high and low Common Stock price as reported on NASDAQ on the date of grant.
(5) This column shows the fair values of PSUs, restricted stock units and stock options as of the grant dates computed in accordance with FASB ASC Topic 718. The Black-Scholes value per option used to calculate the grant date fair value for Mr. Warwick's awards was $6.91 for the grants received on July 1, 2025.
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OUTSTANDING EQUITY AWARDS AT MAY 31, 2026
The following table sets forth certain information with regard to all unexercised options and all unvested restricted stock units held by the Named Executive Officers at May 31, 2026.
Name(1) | Grant Date | Option Awards | Stock Awards | ||||
Number of Securities Underlying Unexercised Options(1) (#) Exercisable | Number of Securities Underlying Unexercised Options(1) (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | ||
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 | |||||
(1) All stock options granted in fiscal 2024, 2023, 2022 and 2021 vest in 33 1/3% increments beginning on the first anniversary of the date of grant and have a seven year term. The grant made on March 17, 2020 to Ms. Quinton vests in 33 1/3% increments beginning with the first anniversary of the date of grant and has a ten year term. The grant made on July 1, 2024 to Mr. Warwick vest 100% on the first anniversary of the date of grant and has a seven year term. All other grants vest in 25% increments beginning with the first anniversary of the date of grant and have a ten year term.
(2) The restricted stock units (RSUs) granted on September 20, 2022, September 26, 2023, and January 22, 2024 vest in 33 1/3% increments beginning with the first anniversary of the date of grant. The market value of restricted stock unit awards was calculated by multiplying the number of shares of Common Stock underlying the restricted stock units by $40.50, the closing price of the Common Stock on NASDAQ on May 31, 2026.
(3) Represents grants received by Mr. Warwick while he was an Outside Director under the 2007 Plan and the 2017 Plan.
(4) Represents PSUs with a one year vesting period.
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(5) Represents PSUs with three one-year performance periods vesting on the third anniversary of the grant date. For the FY2025 PSU grants, the financial metrics attainment for year-1 was approved at 57%. The unvested amount displayed is 86% of the target award which is the average of 57% (year-1 achievement), 100% (year-2 at target) and 100% (year-3 at target).
(6) The stock awards and PSUs granted on October 1, 2024 includes Mr. Mathews' annual award and a one-time grant of restricted stock units and PSUs described under "Compensation Arrangements with Executive Officers" above.
OPTION EXERCISE AND STOCK VESTED
The following table shows the number of shares of Common Stock acquired during fiscal 2026 upon the exercise of stock options and upon the vesting of restricted stock units.
Name | Option Awards | Stock Awards | ||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | 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 |
(1) In accordance with SEC rule, the Value Realized on Vesting was computed based on the closing price of the Common Stock as reported on NASDAQ on the vesting dates.
(2) Mr. Warwick had 10,572 RSUs vest on July 1, 2025 and the closing price was $21.71. Mr. Warwick had 26,420 PSUs vest on July 15, 2025 and the closing price was $21.17. Ms. Lucchese had 2,838, Mr. Mathews had 6,504, and Ms. Quinton had 2,365 RSUs vest on September 20, 2025 and the closing price was $25.32. Ms. Lucchese had 3,247, Mr. Mathews had 2,164, and Ms. Quinton had 2,706 RSUs vest on September 26, 2025 and the closing price was $27.56. Mr. Glover had 3,243, Ms. Lucchese had 5,838, Mr. Mathews had 10,704, and Ms. Quinton had 3,243 RSUs vest on October 1, 2025 and the closing price was $28.34. Mr. Glover had 1,020 RSUs vest on January 22, 2026 and the closing price was $35.17.
PENSION PLAN
The Company does not currently maintain a pension plan.
NONQUALIFIED DEFERRED COMPENSATION TABLE
The following table sets forth information about the contributions, if any, by the Named Executive Officers under nonqualified deferred compensation arrangements, which relate solely to the MSPP, during fiscal 2025 and the balances thereunder at May 31, 2026.
Name | Executive Contributions in the Last Fiscal Year ($) | 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 |
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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.
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Scholastic Corporation published this content on August 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on August 07, 2026 at 21:42 UTC.
