DEF 14A of Scholastic Corp, Aug 8, 2024

DEF 14A of Scholastic Corp

Filed Aug 8, 2024 · FY20240000950170-24-093982

Open on EDGAR

  1. Compensation Philosophy and Objectives

    | Pay Competitively | • | The Company’s goal is to provide a strategic compensation framework that aligns with the Company’s financial position and performance as well as the forward looking business strategy of the Company. The programs include performance metrics for individual contributions, business and staff unit contributions and the external market in which the Company competes for executive talent, with a key focus on cross-Company collaboration. | | | • | The Company, through competitive compensation policies and practices, strives to foster the continued development of the Company’s operating segments, which in turn builds stockholder value. | | | • | In determining the compensation of its Named Executive Officers, the Company seeks to achieve its compensation objectives through a combination of fixed and variable compensation. | | | • | The Company reviews the executive compensation of a broad group of companies in the publishing, media, technology and education industries for comparative purposes. In addition, the Company considers compensation practices of a compensation peer group for which companies are selected based upon several criteria, including size of company by revenues, relevant industry and other factors. | | Pay for Performance | • | The Company’s compensation practices are designed to create a direct link between the aggregate compensation paid to each Named Executive Officer and the overall financial performance of the Company. | | | • | The performance of a specific business or staff unit for which an executive is responsible is used to create a direct link between the achievement of business and staff unit financial goals and the overall financial performance of the Company. | | Executives as Stockholders | • | The Company’s compensation practices have also been designed to link a portion of each Named Executive Officer’s compensation opportunity directly to the value of the Common Stock through the use of stock-based awards, including restricted stock units, performance-based stock units and stock options, as deemed appropriate. |

  2. Peer Group Analysis

    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, PowerSchool Holdings, Inc., 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 2024. 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.

  3. Components of Executive Compensation

    | Compensation Element | Objective | | Key Features | | | Fixed | | | | | | Base Salary | • | To establish a fixed level of compensation principally tied to day-to-day responsibilities | • | Base salary is determined taking into account several factors, including current salary, individual job performance, internal equity, competitive external market conditions for recruiting and retaining executive talent, the scope of the executive’s position and level of experience, changes in responsibilities, responsibility for larger, more difficult to manage or more complex initiatives, such as new product development or technology initiatives, or positions that require considerable creative or technical talent, creative marketing capability or digital skills, or the management of those providing such creative content, technical skills or marketing and digital expertise. | | Variable | | | | | | Annual Performance-Based Cash Bonus Awards | • | To provide a reward based upon the achievement of the Company’s financial, operating and strategic goals established for the year | • | Through the use of annual bonus awards, the HRCC ties a significant portion of each Named Executive Officer’s total potential compensation to Company performance and, in the case where the executive officer is responsible for a business or staff unit of the Company, performance of the actual unit. | | Long-Term Incentive Compensation | • | To align the long-term interests of the executives and the Company’s stockholders | • | Restricted stock units, which convert automatically into shares of Common Stock on a 1-to-1 basis upon vesting generally in equal amounts over a three-year period, serving as a retention tool, as well as increasing an executive’s stock ownership. | | | | | • | Performance-based stock units, which have been issued when deemed appropriate for executives and certain senior level employees as an incentive for the achievement of overall EBITDA and Revenue growth, generally vesting equally over a three-year period based on the achievement of annual performance goals. | | | | | • | Stock options, which typically vest ratably over three years, producing value for executives and employees only if the Common Stock price increases over the exercise price. | | Other Equity-Based Incentives and Benefit Plans | • | To attract and retain highly qualified talent and maintain market competitiveness | • | The Company’s executives participate in the 401(k) Plan on the same terms as all other employees. | | | | | • | The ESPP provides a method for all employees, including executives, to purchase Common Stock at a 15% discount. | | | | | • | The MSPP permits senior management to defer receipt of all or a portion of their annual cash bonus payments in order to acquire restricted stock units at a 25% discount. |

  4. Annual Performance-Based Cash Bonus Awards

    Annual Performance-Based Cash Bonus Awards Generally, the HRCC ties a meaningful portion of each Named Executive Officer’s total potential compensation to Company performance, which, in the case of a Named Executive Officer who is responsible for a business or staff unit of the Company, includes the performance of such unit, generally through the use of annual cash bonus awards. 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.

  5. Short Term Incentive Plan

    Short Term Incentive Plan Potential cash bonus awards for senior management for fiscal 2024, including the Named Executive Officers, and other eligible employees were determined under the Company’s Short Term Incentive Plan (the “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 among the corporate, business or staff unit and individual goals. The HRCC determined that no increases would be made to the allocated bonus targets for any of the Named Executive Officers in fiscal 2024, other than for Ms. Quinton, whose aggregate target was increased from 50% to 70% of base compensation to align with Ms. Quinton’s larger scope of financial responsibility in her new role as well as to provide a total target cash compensation opportunity supported by the fiscal 2023 market comparison prepared by the HRCC’s independent compensation consultant.

  6. Fiscal 2024 STIP Bonuses

    Fiscal 2024 STIP Bonuses The fiscal 2024 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 and, to a lesser extent, the achievement of the agreed individual 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 2024 STIP, at its meeting on July 18, 2023, the HRCC set the performance measures based on the objective of meeting the Company’s fiscal 2024 operating plan based on a Corporate Operating Income target of $100 million as the primary focus, as well as Divisional/Departmental financial goals, while continuing the 10% individual performance metric applicable to the Named Executive Officers based upon their annual performance reviews. To drive greater alignment with the Company’s corporate priorities, it was determined that, for the fiscal 2024 STIP, there would be an increase to the weighting of the Corporate Operating Income metric to 65% from the previous 50% component and the divisional operating income reduced from 40% to 25% applicable to senior management, including the Named Executive Officers (other than the CEO). This change was intended to create a structure where collaboration across the Company is encouraged and rewarded, incentivizing actions that drive overall Company performance at the senior management level and fostering a cooperative enterprise approach among the management team. In addition, the minimum target threshold for funding of the fiscal 2024 STIP was subsequently reduced from 80% to 75% of the Corporate Operating Income target, taking into consideration external market factors by increasing the incentive opportunity for bonus payout among a wider employee group. The payment structure to be applied for fiscal 2024 is illustrated in the chart below:

  7. Fiscal 2024 STIP Bonuses

    | Participants | STIP at or above Target Performance | | | | | Corporate Operating Income | Division Operating Income/ Departmental Budget Objective | Individual Performance Review | | Named Executive Officers – CEO | 100% | 0% | 0% | | Named Executive Officers – Business Unit/Staff Heads | 65% | 25% | 10% |

  8. Fiscal 2024 STIP Payment Structure

    Fiscal 2024 STIP Payment Structure The funding for the fiscal 2024 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:

  9. Fiscal 2024 STIP Payment Structure

    | Fiscal 2024 STIP Plan Funding(1) | | | | Weighted Percentage of Individual Metrics | Corporate Operating Income ($ Millions) | Bonus Payout % | | 75.00% | $75.0 | 50% | | 100.00% | $100.0 | 100% | | 150.00% | $150.0 | 175% |

  10. Fiscal 2024 STIP Payment Structure

    For illustrative purposes only, this chart assumes that the Business and Staff Units achieved their target for fiscal 2024. For fiscal 2024, the Company achieved Corporate Operating Income of $44.7 million, which was 44.7% of the target amount and below the threshold for bonus payout under the STIP, in respect to the Corporate Operating Income component, which resulted in the payout of a bonus pool at 38.7% 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.

  11. Fiscal 2024 STIP Payment Structure

    | Named Executive Officer | Relevant Metric | Target Bonus Payout as a Percentage of Base Salary | Actual Bonus Achievement | Fiscal 2024 Bonus Amount | | Peter Warwick | 100% Corporate Operating Income | 125% | 0% | $0 | | Haji L. Glover | 65% Corporate Operating Income 25% Departmental Budget Objective 10% Individual Performance | 50% | 64% | $200,000(1) | | Kenneth J. Cleary(2) | 65% Corporate Operating Income 25% Departmental Budget Objective 10% Individual Performance | 50% | 25% | $76,823 | | Iole Lucchese | 65% Corporate Operating Income 25% Departmental Budget Objective 10% Individual Performance | 50% | 10% | $40,000 | | Sasha Quinton | 65% Corporate Operating Income 25% Division Operating Income 10% Individual Performance | 70% | 23% | $117,859 | | Andrew S. Hedden | 65% Corporate Operating Income 25% Departmental Budget Objective 10% Individual Performance | 50% | 32% | $94,999 |

  12. Fiscal 2024 STIP Payment Structure

    For Mr. Glover, represents his minimum guaranteed FY2024 STIP bonus payout pursuant to the terms of his offer letter. (2) Mr. Cleary’s FY2024 bonus was prorated between the time spent in role as CFO and his role as President, International.

  13. Fiscal 2025 STIP

    Fiscal 2025 STIP For Fiscal 2025, the HRCC intends to set the performance measures based on Company-wide, individual or staff unit financial goals, as well as an individual goal component, focusing on the objective of meeting the Company’s fiscal 2025 operating plan; however, the terms of the final Fiscal 2025 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 2024.

  14. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The HRCC 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 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. Such grants currently vest equally one-third each year over a three year period, with the stock option grants having a seven year exercise period. • Equity grants at other times depending upon circumstances such as promotions, new hires or special considerations. The Company currently makes its equity award grant 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. The practice of the HRCC had generally been to make equity awards in the form of stock options and restricted stock units tied to vesting, including a combination of the foregoing in most cases. This determination has reflected the desire to maintain a strong long-term equity component in executive compensation and to reduce, through the restricted stock unit component, the number of equity units required to provide such components. However, it is anticipated that in the future, in years in which annual equity grants are made, the Company will primarily utilize grants of restricted stock units or performance based stock units, or a combination thereof, utilizing stock options only on a limited basis involving special considerations, to executive officers, including the Named Executive Officers and senior management.

  15. Options to Purchase Common Stock and Restricted Stock Units

    Options to Purchase Common Stock and Restricted Stock Units For fiscal 2024, 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 2023 meeting and otherwise granted such equity awards during fiscal 2024 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, stock options or a combination of both. Stock options produce value for executives and employees only if the Common Stock price increases over the exercise price, which is set at the fair market value of the Common Stock on the effective date of grant, calculated for purposes of the 2021 Plan as the average of the high and low prices on the date the grant becomes effective. The Company historically has calculated the exercise price of stock options and the value of restricted stock units by this method, which it believes gives a fair market value and eliminates price fluctuations during the day that the grant is made. While the historic practice of the HRCC through fiscal 2024, in the case of its quarterly meetings at which equity grants were approved (which were held before the dates of the public release of financial results), had been to make the grant date effective on the date of the HRCC meeting at which the grants were approved, the HRCC has changed this practice to provide for an effective grant date timed several days after the public release of financial results, which it implemented starting with the September 2024 annual equity grants. 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, currently generally also in equal amounts over a three-year period. Neither the 2021 Plan nor its predecessor plan permit the deferral of restricted stock units. Through vesting and forfeiture provisions, both stock options and restricted stock units create incentives for executive officers and senior management to remain with the Company. However, as noted above, it is intended that, commencing with equity awards for fiscal 2025, the Company will primarily make its equity awards in the form of restricted stock units, performance based stock units or a combination of both. The specific fiscal 2024 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 2024 is set forth below in the “Outstanding Equity Awards at May 31, 2024” table.

  16. Employment Agreement with Chief Executive Officer

    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, 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 three-year term of the CEO Employment Agreement. The number of PSUs 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) or Mr. Warwick terminates his employment for "Good Reason" (as defined) following a Change of Control 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, RSUs or PSUs (vesting at target level attainment in the case of PSUs), 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 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 RSUs or PSUs (vesting at target level attainment in the case of PSUs) 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, 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 a vesting period of one year following the 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). The performance measures for the PSUs for fiscal year 2024 were established prior to September 1, 2023 and are being established early in fiscal year 2025 for fiscal 2025. The performance measures are established annually by the HRCC (with input from the Human Resources Department of Scholastic) in consultation with Mr. Warwick. The performance measures established for fiscal 2024 for Mr. Warwick’s annual equity grant covered a review of Company strategy to gain a clearer view of market sizes and adjacencies in order to prioritize growth opportunities; closely overseeing the execution of the Company’s School Events business, especially in the context of the current political and social polarization climate; a focus on Education Solutions with the goal of producing a balance between short to medium term needs and long term transformation into a blended solutions provider; further progress with the development of new and wider sources of funding for programs addressing literacy, particularly the needs of disadvantaged and underrepresented communities, as well as measures relating to the direction and development of the senior management team and CEO succession. At its July 16, 2024 meeting, the HRCC reviewed Mr. Warwick’s fiscal 2024 performance and determined that Mr. Warwick had fully achieved the qualitative performance measures established for fiscal 2024 at the $1,000,000 target level, which resulted in the issuance of 24,455 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 PSUs. Information on the compensation received by Mr. Warwick during fiscal 2024 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, 2024” table.

  17. Other Equity-Based Incentives

    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. Of the Named Executive Officers, currently only Mr. Cleary participates 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 2024, 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, 2024. The deferral period chosen by the 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 2024, four members of senior management, including Mr. Cleary who is a Named Executive Officer, are receiving bonuses from the STIP and making deferrals under the MSPP.

  18. SUMMARY COMPENSATION TABLE

    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, 2024, 2023 and 2022, as indicated below.

  19. SUMMARY COMPENSATION TABLE

    | 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(5) | 2024 | $1,000,000 | $0 | $999,965 | $0 | $0 | $0 | $38,626 | $2,038,591 | | President and | 2023 | $1,000,000 | $0 | $999,966 | $0 | $1,250,000 | $0 | $50,395 | $3,300,361 | | Chief Executive Officer | 2022 | $807,692 | $0 | $2,125,020 | $375,000 | $1,815,925 | $0 | $55,171 | $5,178,808 | | Haji Glover(6) | 2024 | $204,327 | $0 | $119,983 | $80,013 | $200,000 | $0 | $7,153 | $611,475 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Kenneth J. Cleary(7) | 2024 | $625,000 | $0 | $300,004 | $199,996 | $76,823 | $0 | $104,808 | $1,306,632 | | EVP, President International | 2023 | $615,385 | $0 | $299,977 | $200,013 | $311,875 | $0 | $104,999 | $1,532,248 | | Former, Chief Financial Officer | 2022 | $575,000 | $0 | $165,000 | $110,000 | $503,125 | $0 | $55,248 | $1,408,373 | | Iole Lucchese | 2024 | $800,000 | $0 | $359,990 | $240,002 | $40,000 | $0 | $25,530 | $1,465,522 | | Chair of the Board, Executive | 2023 | $800,000 | $0 | $359,972 | $240,018 | $520,000 | $0 | $76,629 | $1,996,619 | | Vice President, Chief Strategy | 2022 | $763,462 | $0 | $300,000 | $200,000 | $700,000 | $0 | $26,097 | $1,989,559 | | Officer and President, | | | | | | | | | | | Scholastic Entertainment | | | | | | | | | | | Sasha Quinton(8) | 2024 | $745,615 | $0 | $300,004 | $199,996 | $117,859 | $0 | $23,110 | $1,386,585 | | Executive Vice President and | 2023 | $614,616 | $0 | $299,977 | $200,013 | $426,250 | $0 | $20,326 | $1,561,181 | | President, School Reading Events | 2022 | $600,000 | $50,000 | $300,000 | $200,000 | $525,000 | $0 | $22,980 | $1,697,980 | | Andrew S. Hedden | 2024 | $600,000 | $0 | $300,004 | $199,996 | $94,999 | $0 | $21,229 | $1,216,228 | | Executive Vice President, | 2023 | $600,000 | $0 | $299,977 | $200,013 | $300,000 | $0 | $19,157 | $1,419,146 | | General Counsel and Secretary | 2022 | $600,000 | $0 | $165,000 | $110,000 | $525,000 | $0 | $19,580 | $1,419,580 |

  20. SUMMARY COMPENSATION TABLE

    (1) Represents the grant date fair value under FASB ASC Topic 718 of awards of restricted stock units 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 2024, fiscal 2023 or fiscal 2022 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 2024, 2023 or 2022 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 2024, Mr. Warwick, Mr. Cleary, Ms. Lucchese, Ms. Quinton, and Mr. Hedden elected to invest 0%, 100%, 0%, 0%, and 0%, respectively, of his or her fiscal 2024 bonus for the purchase of RSUs. For fiscal 2023, Mr. Warwick, Mr. Cleary, Ms. Lucchese, Ms. Quinton, and Mr. Hedden elected to invest 0%, 80%, 0%, 0%, and 0%, respectively, of his or her fiscal 2023 bonus for the purchase of RSUs. For fiscal 2022, Mr. Cleary, Ms. Lucchese, Ms. Quinton, and Mr. Hedden elected to invest 50%, 0%, 0%, and 0%, respectively, of his or her fiscal 2022 bonus for the purchase of RSUs. Mr. Warwick was not eligible until fiscal 2023. Mr. Glover is not eligible until fiscal 2025. (4) All Other Compensation is further described in the table entitled “Summary of All Other Compensation” below. Mr. Warwick joined the Company on August 1, 2021. The salary provided for fiscal 2022 reflects a partial year. Mr. Glover joined the Company on January 22, 2024. The salary provided for fiscal 2024 reflects a partial year. Mr. Cleary transitioned from his role as Chief Financial Officer to EVP, President International on January 22, 2024. (8) Ms. Quinton's bonus for fiscal 2022 represents a supplemental bonus relating to her work in developing a special Covid recovery plan for the Book Fairs group.

  21. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information on cash bonus, stock options and restricted stock units granted in fiscal 2024 to each of the Named Executive Officers.

  22. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Award(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Options Awards: Number of Securities Underlying Options(2) (#) | Exercise or Base Price of Option Awards ($/sh)(3) | Closing Market Price on Grant Date ($/sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Peter Warwick | | $625,000 | $1,250,000 | $1,250,000 | | | | | | | | 7/18/2023 | | | | 24,455 | | | $41.37 | $999,965 | | Haji Glover | | $156,250 | $312,500 | $546,875 | | | | | | | | 1/22/2024 | | | | | 6,484 | $39.21 | $39.69 | $80,013 | | | 1/22/2024 | | | | 3,060 | | | $39.69 | $119,983 | | Kenneth J. Cleary | | $156,250 | $312,500 | $546,875 | | | | | | | | 9/26/2023 | | | | | 17,167 | $36.96 | $37.38 | $199,996 | | | 9/26/2023 | | | | 8,117 | | | $37.38 | $300,004 | | Iole Lucchese | | $200,000 | $400,000 | $700,000 | | | | | | | | 9/26/2023 | | | | | 20,601 | $36.96 | $37.38 | $240,002 | | | 9/26/2023 | | | | 9,740 | | | $37.38 | $359,990 | | Sasha Quinton | | $253,750 | $507,500 | $888,125 | | | | | | | | 9/26/2023 | | | | | 17,167 | $36.96 | $37.38 | $199,996 | | | 9/26/2023 | | | | 8,117 | | | $37.38 | $300,004 | | Andrew S. Hedden | | $150,000 | $300,000 | $525,000 | | | | | | | | 9/26/2023 | | | | | 17,167 | $36.96 | $37.38 | $199,996 | | | 9/26/2023 | | | | 8,117 | | | $37.38 | $300,004 |

  23. GRANTS OF PLAN-BASED AWARDS

    (1) Represents the potential amounts of cash bonus that can be received for fiscal 2024 under the STIP. See the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) 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 performance restricted stock unit grant that vests 100% on July 16, 2024 based upon the achievement of the applicable performance metrics. (3) 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, September 26, 2023 and January 22, 2024. This column shows the fair values of performance stock units, 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 the Named Executive Officers was $11.65 for the grants received on September 26, 2023, and $12.34 for the grant received on January 22, 2024.

  24. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    OUTSTANDING EQUITY AWARDS AT MAY 31, 2024 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, 2024.

  25. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    | | Grant Date | Option Awards | | | | Stock Awards | | | Name(1) | | 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 | 9/24/2014 (3) | 2,308 | 0 | $33.53 | 9/24/2024 | | | | | 9/21/2015 (3) | 1,719 | 0 | $43.56 | 9/21/2025 | | | | | 9/21/2016 (3) | 2,112 | 0 | $38.56 | 9/21/2026 | | | | | 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 | 28,768 | 14,385 | $33.86 | 8/2/2028 | 11,075 | $401,801 | | | 7/18/2023 (4) | | | | | 24,455 | $887,227 | | Haji Glover | 1/22/2024 | 0 | 6,484 | $39.21 | 1/22/2031 | 3,060 | $111,017 | | Kenneth J. Cleary | 9/23/2014 | 5,103 | 0 | $33.87 | 9/23/2024 | | | | | 9/21/2015 | 5,149 | 0 | $43.56 | 9/21/2025 | | | | | 9/20/2016 | 6,119 | 0 | $39.16 | 9/20/2026 | | | | | 9/19/2017 | 7,284 | 0 | $38.60 | 9/19/2027 | | | | | 12/12/2017 | 15,652 | 0 | $42.02 | 12/12/2027 | | | | | 9/25/2018 | 8,540 | 0 | $42.94 | 9/25/2028 | | | | | 9/22/2020 | 42,443 | 0 | $20.63 | 9/22/2027 | | | | | 9/22/2021 | 9,462 | 4,732 | $33.63 | 9/22/2028 | 1,636 | $59,354 | | | 9/20/2022 | 5,659 | 11,320 | $42.28 | 9/20/2029 | 4,730 | $171,604 | | | 9/26/2023 | 0 | 17,167 | $36.96 | 9/26/2030 | 8,117 | $294,485 | | Iole Lucchese | 9/23/2014 | 21,194 | 0 | $33.87 | 9/23/2024 | | | | | 9/21/2015 | 15,972 | 0 | $43.56 | 9/21/2025 | | | | | 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 | 17,206 | 8,603 | $33.63 | 9/22/2028 | 2,974 | $107,897 | | | 9/20/2022 | 6,791 | 13,584 | $42.28 | 9/20/2029 | 5,676 | $205,925 | | | 9/26/2023 | 0 | 20,601 | $36.96 | 9/26/2030 | 9,740 | $353,367 | | 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 | 17,206 | 8,603 | $33.63 | 9/22/2028 | 2,974 | $107,897 | | | 9/20/2022 | 5,659 | 11,320 | $42.28 | 9/20/2029 | 4,730 | $171,604 | | | 9/26/2023 | 0 | 17,167 | $36.96 | 9/26/2030 | 8,117 | $294,485 | | Andrew S. Hedden | 9/23/2014 | 21,194 | 0 | $33.87 | 9/23/2024 | | | | | 9/21/2015 | 15,972 | 0 | $43.56 | 9/21/2025 | | | | | 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 | 29,178 | 0 | $20.63 | 9/22/2027 | | | | | 9/22/2021 | 9,462 | 4,732 | $33.63 | 9/22/2028 | 1,636 | $59,354 | | | 9/20/2022 | 5,659 | 11,320 | $42.28 | 9/20/2029 | 4,730 | $171,604 | | | 9/26/2023 | 0 | 17,167 | $36.96 | 9/26/2030 | 8,117 | $294,485 |

  26. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    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. All other grants vest in 25% increments beginning with the first anniversary of the date of grant and have a ten year term. The restricted stock units granted on August 2, 2021, September 22, 2021, 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 $36.28, the closing price of the Common Stock on NASDAQ on May 31, 2024. Represents grants received by Mr. Warwick while he was an Outside Director under the 2007 Plan and the 2017 Plan. (4) Represents a performance stock unit grant.

  27. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows the number of shares of Common Stock acquired during fiscal 2024 upon the exercise of stock options and upon the vesting of restricted stock units.

  28. OPTION EXERCISES AND STOCK VESTED

    | 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 | 0 | $0 | 39,467 | $1,657,336 | | Haji Glover | 0 | $0 | 0 | $0 | | Kenneth J. Cleary | 0 | $0 | 7,878 | $279,520 | | Iole Lucchese | 16,954 | $161,572 | 10,659 | $376,167 | | Sasha Quinton | 0 | $0 | 10,186 | $357,531 | | Andrew S. Hedden | 23,289 | $221,944 | 6,666 | $238,555 |

  29. OPTION EXERCISES AND STOCK VESTED

    (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 28,392 RSUs vest on July 18, 2023 and the closing price was $41.37. Mr. Warwick had 11,075 RSUs vest on August 02, 2023 and the closing price was $43.59. Ms. Lucchese had 2,838 RSUs and each of Ms. Quinton, Mr. Cleary and Mr. Hedden had 2,365 RSUs vest on September 20, 2023 and the closing price was $39.40. Mr. Cleary had 5,513 RSUs, Mr. Hedden had 4,301 RSUs and Ms. Lucchese and Ms. Quinton each had 7,821 RSUs vest on September 22, 2023 and the closing price was $33.80.

  30. NONQUALIFIED DEFERRED COMPENSATION TABLE

    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 2024 and the balances thereunder at May 31, 2024.

  31. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in the Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End(1) ($) | | Peter Warwick | $0 | $0 | | Haji Glover | $0 | $0 | | Kenneth J. Cleary | $249,500 | $830,594 | | Iole Lucchese | $0 | $0 | | Sasha Quinton | $0 | $0 | | Andrew S. Hedden | $0 | $0 |

  32. NONQUALIFIED DEFERRED COMPENSATION TABLE

    Represents the value of all RSUs held by the Named Executive Officer under the MSPP on May 31, 2024 and was calculated by multiplying the number of RSUs held by $36.28, the closing price of the Common Stock on NASDAQ on such date. Amounts include the Named Executive’s contributions to the MSPP, which were included under Non-Equity Incentive Plan Compensation in the Summary Compensation Table for the fiscal year prior to the contribution.

  33. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    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, 2024 using, for equity awards, the closing price per share of the Common Stock on that day of $36.28. 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, 2024, Mr. Warwick, Mr. Glover, and Ms. Quinton are not retirement eligible under any of the plans and Mr. Cleary, Mr. Hedden and Ms. Lucchese are 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 and Mr. Glover, each of whom has an agreed upon severance amount under the terms of his employment agreement, as further discussed on page 19, and such amounts are included in the table on page 32. 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 stock units previously granted under the 2021 Plan and 2011 Plan and previously purchased RSUs 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 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, (ii) acceleration of vesting of stock options and/or (iii) conversion of restricted 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 32 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 and stock options and convert restricted stock units to shares under these plans effective upon a change-in-control of the Company.

  34. The 2021 Plan and the 2011 Plan

    The 2021 Plan and the 2011 Plan As described in “Compensation Discussion and Analysis-Options to Purchase Common Stock and Restricted Stock Units” above, the Company has granted to its Named Executive Officers a combination of stock options and restricted stock units as part of its long-term compensation program. The following table illustrates the payment provisions upon a termination of employment for stock options and restricted stock units under the 2021 Plan and the 2011 Plan in effect at May 31, 2024.

  35. The 2021 Plan and the 2011 Plan

    | Type of equity | Voluntary Termination | Termination for Cause | Involuntary Termination | Normal Retirement | Death or Disability | | Non-qualified stock options granted under the 2021 Plan and the 2011 Plan. | Unvested options are forfeited. Participant has 90 days to exercise vested options. | All options expire as of the date of termination. | Unvested options are forfeited. Participant has 90 days to exercise vested options. | Unvested options continue to vest. Participant has 3 years from the date of retirement to exercise vested options. Retirement is defined as age 55 or older and at least 10 years of continuous employment. | Vesting is accelerated. Participant or his or her estate has one year to exercise vested options. | | RSUs granted under the 2021 Plan and the 2011 Plan. | Unvested RSUs are forfeited. | Unvested RSUs are forfeited. | Unvested RSUs are forfeited. | Vesting is accelerated and RSUs convert into stock for all unvested RSUs granted more than one year before the date of retirement. Unvested RSUs granted for at least a year or less before the date of retirement are forfeited. Retirement is defined as age 55 or older and at least 10 years of continuous employment. | Vesting is accelerated and RSUs convert into stock. |

  36. The 2021 Plan and the 2011 Plan

    The table below shows the aggregate amount of potential payments that each Named Executive Officer (or his or her beneficiary or estate) would have been entitled to receive if his or her employment had terminated, or, as noted under “Change-in-control” above, is assumed to receive if a change-in-control had occurred on, May 31, 2024 under the MSPP, the 2021 Plan and the 2011 Plan. The amounts shown assume that termination or the change-in-control was effective as of May 31, 2024, and include amounts earned through such time and estimates of the amounts which could otherwise have been paid out to the Named Executive Officers at that time. The actual amounts which would be paid out can only be determined at the time of each Named Executive Officer’s separation from the Company or at the time of a change-in-control. Annual bonuses are discretionary, unless contractually-obligated, and are therefore omitted from the table.

  37. The 2021 Plan and the 2011 Plan

    | Name | Voluntary Termination ($) | Termination for Cause ($) | Involuntary (Not for Cause) Termination ($) | Normal Retirement ($) | Death/ Disability ($) | Change-In-Control ($) | | Peter Warwick | | | | | | | | Severance(1) | $0 | $0 | $1,172,107 | n/a | $0 | $2,314,056 | | 2021 Plan Performance Stock Units(1) | $0 | $0 | $887,227 | n/a | $887,227 | $887,227 | | 2011 Plan Restricted Stock Units(1) | $0 | $0 | $401,801 | n/a | $401,801 | $401,801 | | 2011 Plan Stock Options(1) | $69,619 | $0 | $104,430 | n/a | $104,430 | $104,430 | | Total | $69,619 | $0 | $2,565,565 | | $1,393,459 | $3,707,515 | | Haji Glover | | | | | | | | Severance(2) | $0 | $0 | $1,250,000 | n/a | $0 | $0 | | 2021 Plan Restricted Stock Units(3) | $0 | $0 | $0 | n/a | $111,017 | $111,017 | | 2021 Plan Stock Options(4) | $0 | $0 | $0 | n/a | $0 | $0 | | Total | $0 | $0 | $1,250,000 | | $111,017 | $111,017 | | Kenneth J. Cleary | | | | | | | | MSPP(5) | $601,645 | $601,645 | $744,926 | $830,594 | $830,594 | $830,594 | | 2021 Plan Restricted Stock Units(3) | $0 | $0 | $0 | $230,958 | $525,443 | $525,443 | | 2021 Plan Stock Options(4) | $25,074 | $0 | $25,074 | $25,074 | $37,614 | $37,614 | | 2011 Plan Stock Options(4) | $676,531 | $0 | $676,531 | $676,531 | $676,531 | $676,531 | | Total | $1,303,250 | $601,645 | $1,446,531 | $1,763,158 | $2,070,183 | $2,070,183 | | Iole Lucchese | | | | | | | | 2021 Plan Restricted Stock Units(3) | $0 | $0 | $0 | $313,822 | $667,189 | $667,189 | | 2021 Plan Stock Options(4) | $45,596 | $0 | $45,596 | $45,596 | $68,394 | $68,394 | | 2011 Plan Stock Options(4) | $881,310 | $0 | $881,310 | $881,310 | $881,310 | $881,310 | | Total | $926,906 | $0 | $926,906 | $1,240,728 | $1,616,893 | $1,616,893 | | Sasha Quinton | | | | | | | | 2021 Plan Restricted Stock Units(3) | $0 | $0 | $0 | n/a | $573,986 | $573,986 | | 2021 Plan Stock Options(4) | $45,596 | $0 | $45,596 | n/a | $68,394 | $68,394 | | 2011 Plan Stock Options(4) | $1,063,819 | $0 | $1,063,819 | n/a | $1,063,819 | $1,063,819 | | Total | $1,109,415 | $0 | $1,109,415 | | $1,706,199 | $1,706,199 | | Andrew Hedden | | | | | | | | 2021 Plan Restricted Stock Units(3) | $0 | $0 | $0 | $230,958 | $525,443 | $525,443 | | 2021 Plan Stock Options(4) | $25,074 | $0 | $25,074 | $25,074 | $37,614 | $37,614 | | 2011 Plan Stock Options(4) | $507,713 | $0 | $507,713 | $507,713 | $507,713 | $507,713 | | Total | $532,788 | $0 | $532,788 | $763,746 | $1,070,771 | $1,070,771 |

  38. The 2021 Plan and the 2011 Plan

    Under the terms of his employment agreement as discussed on page 21, in the case of an involuntary termination or a termination for Good Reason (as defined therein), Mr. Warwick is entitled to cash severance in an amount equal to the present value (using the then prevailing rate of interest charged to the Company by its principal lender) of the remaining salary payments under the term of his employment agreement, an amount equal to the cost of medical benefits under the federal COBRA law for Mr. Warwick and his eligible dependents for an eighteen month period, and all outstanding RSUs, PSUs and stock options became fully vested. In the case of involuntary termination or a termination for Good Reason (as defined therein) as a result of a change-in-control, Mr. Warwick is entitled to cash severance in an amount equal to twice the present value (using the then prevailing rate of interest charged to the Company by its principal lender) of the remaining salary payments under the term of his employment agreement, an amount equal to the cost of medical benefits under the federal COBRA law for Mr. Warwick and his eligible dependents for an eighteen month period and all outstanding RSUs, PSUs and stock options become fully vested. Under the terms of Mr. Glover’s employment agreement as discussed on page 21, in the case of termination without cause prior to January 2027, Mr. Glover is eligible to receive cash severance in an amount equivalent to 24 months’ salary. All amounts represent the payout of the restricted stock units held under the 2021 Plan based on the closing price of the Company’s Common Stock on May 31, 2024 of $36.28 per share. Under the terms of the 2021 Plan, all unvested restricted stock units become vested upon retirement or death/disability or, as noted under “Change-in-control”, are assumed to become vested upon a change-in-control and the numbers in those columns represent the payout of the restricted stock units as if such were fully vested. Also, under the terms of the 2021 Plan, all unvested restricted stock units are forfeited in the case of a termination for cause or as a result of a voluntary or involuntary termination. Under the terms of the 2021 Plan and the 2011 Plan, in the event of a merger or consolidation or other change-in-control, the HRCC has the ability to accelerate the vesting of unvested stock options. Accordingly, as noted under “Change-in-control” above, the table above assumes immediate vesting of all outstanding options. Also, in the event of the Named Executive Officer’s death/disability, the vesting of unvested options is accelerated. (5) All amounts represent the payout of the restricted stock units held under the MSPP based on the closing price of the Company’s Common Stock on May 31, 2024 of $36.28 per share. Under the terms of the MSPP, all unvested restricted stock units become vested upon retirement or death/disability or, as noted under “Change-in-control” above, are assumed to become vested upon a change-in-control and the numbers in those columns represent the payout of the restricted stock units as if such were fully vested. In the case of termination for cause and voluntary termination, the value is the sum of the closing price of $36.28 per share multiplied by the vested restricted stock units and, for the unvested restricted stock units, the lower of the sum of the purchase price of the unvested restricted stock units or the closing price of $36.28 multiplied by the number of unvested restricted stock units. In the case of involuntary termination, the value is the sum of the vested restricted stock units and a portion of the unvested restricted stock units (based upon the number of full years since purchase divided by three) multiplied by the closing price of $36.28 and the lesser of the purchase price of the remaining unvested restricted stock units or the fair market value of the underlying shares on the date of termination.

  39. Pay Ratio

    Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that the Company determine the ratio of the CEO’s total compensation (under the Summary Compensation Table definition) to that of the Company’s global median employee. To determine the median employee, the Company made a direct determination from its global employee population, excluding non-US locations to the extent that the total employees excluded in these locations in aggregate did not exceed 5% of the total employee population. As a result, the Company excluded 200 employees in India, 114 in Malaysia, 6 in Ireland, and 6 in Taiwan out of the global employee population of approximately 6,800. The Company established a consistently applied compensation measure inclusive of base pay, overtime, and incentives. The employee population was evaluated as of March 31, 2024, and reflects paid compensation from June 1, 2023, through March 31, 2024. Where allowed under the rule, the Company has annualized compensation through May 31, 2024 and annualized compensation for employees newly hired in this fiscal year. Non-US compensation was converted to US dollars based on applicable exchange rates as of March 31, 2024. Based on the above determination, the total compensation (under the Summary Compensation Table definition) for the median employee is $43,540. Using the CEO’s total compensation of $2,038,591 under the same definition, the resulting ratio is 47:1.

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table shows the total compensation for the Company’s Named Executive Officers (“NEOs”) for the past four fiscal years as calculated for Summary Compensation Table (the “SCT”) purposes, the “compensation actually paid” to the Principal Executive Officer (“PEO”) and, on an average basis, the Company’s other NEOs (in each case, as determined under Item 402(v) of Regulation S-K), the Company’s total shareholder return (“TSR”), the TSR of the peer group (as defined below) and the Company’s net income /(loss) and operating income /(loss). For purposes of the Pay Versus Performance Table, the PEOs and other NEOs for the applicable years were as follows: • For fiscal year 2021, Mr. Richard Robinson served as PEO and Mr. Kenneth Cleary, Ms. Iole Lucchese, Ms. Sasha Quinton, Ms. Judith Newman and Mr. Satbir Bedi served as the other NEOs. • For fiscal year 2022, Mr. Richard Robinson served as PEO until he unexpectedly passed away on June 5, 2021 and Mr. Peter Warwick served as PEO beginning August 1, 2021. The other NEOs for fiscal 2022 were Mr. Kenneth Cleary, Ms. Iole Lucchese, Ms. Rosamund Else-Mitchell and Ms. Sasha Quinton. • For fiscal year 2023, Mr. Peter Warwick served as PEO and Mr. Kenneth Cleary, Ms. Iole Lucchese, Ms. Rosamund Else-Mitchell and Ms. Sasha Quinton served as the other NEOs. • For fiscal year 2024, Mr. Peter Warwick served as PEO and Mr. Haji Glover (who joined the Company as the chief financial officer as of January 22, 2024), Mr. Kenneth Cleary (who served as the chief financial officer until January 22, 2024, when he transitioned to President, International), Ms. Iole Lucchese, Ms. Sasha Quinton and Mr. Andrew Hedden served as the other NEOs.

  41. Pay Versus Performance Table

    Pay Versus Performance Table

  42. Pay Versus Performance Table

    | | | | | | | | Value of $100 Investment based on: | | | | | Year | Summary Compensation Table Total for Mr. Robinson (1) ($) | Summary Compensation Table Total for Mr. Warwick (1) ($) | Compensation Actually Paid to Mr. Robinson (2) ($) | Compensation Actually Paid to Mr. Warwick (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Total Shareholder Return (3) ($) | Peer Group Total Shareholder Return (4) ($) | Net Income/ (Loss) ($) | Operating Income/ (Loss) ($) | | 2024 | N/A | 2,038,591 | N/A | 1,789,890 | 1,197,289 | 896,796 | 132.86 | 245.04 | 12,126,191 | 14,550,314 | | 2023(5) | N/A | 3,300,361 | N/A | 3,844,325 | 1,602,983 | 1,908,873 | 153.57 | 190.82 | 86,322,599 | 106,294,472 | | 2022 | 37,329 | 5,178,808 | (352,506) | 5,557,737 | 1,762,021 | 2,093,301 | 133.08 | 198.75 | 80,915,979 | 97,377,254 | | 2021 | 1,641,888 | N/A | 1,474,491 | N/A | 1,381,961 | 1,809,614 | 117.45 | 205.17 | (11,007,069) | (22,723,408) |

  43. Pay Versus Performance Table

    (1) As noted above, in fiscal year 2022, Mr. Richard Robinson unexpectedly passed away on June 5, 2021 and Mr. Peter Warwick served as PEO beginning August 1, 2021. The table below provides the adjustments required by Item 402(v) to be made to the SCT totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent amounts actually paid to the executive or necessarily the value that will ultimately be realized under equity awards. Rather, it primarily reflects the changes in fair market value of equity awards during the applicable year. Total Shareholder Return is based on the performance of a $100 investment in the Company made on May 31, 2020 through the last day of each reported fiscal year with the reinvestment of all dividends. (4) Peer Group Total Shareholder Return is based on the performance of a $100 investment in a Company selected peer group made on May 31, 2020 through the last day of each reported fiscal year with the reinvestment of all dividends. The peer group's total shareholder return presented is weighted according to the stock market capitalizations of the peer group members at the beginning of each fiscal year presented. For the fiscal years 2021 and 2022, the peer group consisted of Pearson plc, John Wiley & Sons, Inc. and Houghton Mifflin Harcourt. Houghton Mifflin Harcourt ceased being a publicly traded company as of April 8, 2022; therefore, the cumulative total shareholder return presented for fiscal year 2022 reflects the performance of Houghton Mifflin Harcourt from June 1, 2020 to April 7, 2022. Stride, Inc., an education company with a similar level of revenue to the Company, replaced Houghton Mifflin Harcourt in the peer group beginning with fiscal year 2023. Accordingly, the peer group for fiscal years 2023 and 2024 consisted of Pearson plc, John Wiley & Co. Inc and Stride, Inc; the cumulative total shareholder return presented in the table for those years reflects the impact of the prior peer groups total cumulative shareholder return for fiscal years 2021 and 2022. If the peer group for fiscal 2023 had consisted of Pearson plc, John Wiley & Sons, Inc. and Houghton Mifflin Harcourt (through April 7, 2022 only), the total shareholder return of a $100 investment made on May 31, 2020 would have been $188.38 for fiscal year 2023. If the peer group for fiscal years 2021 and 2022 had consisted of Pearson PLC, John Wiley & Sons, Inc. and Stride, Inc., the cumulative total shareholder return would have been $182.15, $163.55, $157.02 and $201.63 for fiscal years 2021, 2022, 2023 and 2024, respectively. (5) Amounts for fiscal year 2023 have been updated to reflect STIP bonus amounts for fiscal 2023. The determination of “compensation actually paid” begins with the total compensation reported in the SCT. In determining compensation actually paid, SEC proxy disclosure rules require that certain adjustments be made to the SCT totals with respect to equity-based and other compensation. For equity-based awards made during the year, the recorded grant date value is replaced with the estimated year-end value. For equity-based awards made in prior years, but paid out during the year, the value at payout is included. And for equity-based awards made in prior years that remain unvested at year-end, the estimated change in value from the beginning to the end of the year is included. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the last day of the fiscal year. Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility. For discussion of how the HRCC assessed Company performance and the compensation of the NEOs, see “Compensation Discussion and Analysis.”

  44. Pay Versus Performance Table

    | | 2021 | | | 2022 | | | 2023(1) | | | 2024 | | | | | Mr. Robinson ($) | Mr. Warwick ($) | Average for Other NEOs ($) | Mr. Robinson ($) | Mr. Warwick ($) | Average for Other NEOs ($) | Mr. Robinson ($) | Mr. Warwick ($) | Average for Other NEOs ($) | Mr. Robinson ($) | Mr. Warwick ($) | Average for Other NEOs ($) | | Summary Compensation Total | 1,641,888 | N/A | 1,381,961 | 37,329 | 5,178,808 | 1,762,021 | N/A | 3,300,361 | 1,602,983 | N/A | 2,038,591 | 1,197,289 | | Deduction of grant date fair value of stock awards granted in fiscal year | 0 | N/A | (335,002) | 0 | (2,500,020) | (443,750) | N/A | (999,966) | (524,990) | N/A | (999,965) | (459,998) | | Increase in fair value at fiscal year-end of outstanding unvested stock awards granted in fiscal year | 0 | N/A | 787,363 | 0 | 2,874,060 | 541,228 | N/A | 1,206,092 | 529,499 | N/A | 879,402 | 434,869 | | Increase in fair value at vesting of stock awards granted in fiscal year that vested during fiscal year | 0 | N/A | 0 | 0 | 0 | 0 | N/A | 0 | 0 | N/A | 0 | 0 | | Change in fair value of outstanding unvested stock awards granted in prior fiscal years | 162,895 | N/A | 29,376 | 0 | 0 | 198,824 | N/A | 214,702 | 180,454 | N/A | (122,819) | (97,541) | | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (330,292) | N/A | (32,706) | (389,835) | 4,889 | 34,979 | N/A | 123,136 | 120,927 | N/A | (5,319) | (177,824) | | Deduction for fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | 0 | N/A | (21,377) | 0 | 0 | 0 | N/A | 0 | 0 | N/A | 0 | 0 | | Compensation actually paid (2) | 1,474,491 | N/A | 1,809,614 | (352,506) | 5,557,737 | 2,093,301 | N/A | 3,844,325 | 1,908,873 | N/A | 1,789,890 | 896,796 |

  45. Pay Versus Performance Table

    Amounts for fiscal year 2023 have been updated to reflect STIP bonus amounts for fiscal 2023. (2) There was no change in pension values during the fiscal year and no pension service costs; accordingly, no adjustment has been included.

  46. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures As discussed earlier in “Compensation Discussion and Analysis”, the Company’s general approach is to align compensation to performance. For the fiscal years 2022 and 2023, each of net income, operating income and total shareholder return increased year over year. For the fiscal year 2024, each of net income, operating income and total shareholder returns declined significantly compared to fiscal year 2023. Operating income was significantly reduced in 2024 as a result of lower revenues company-wide (7% decline) and continued spending on new product development and go-to-market initiatives in the Company’s Education Solutions segment, Lower net income and lower total shareholder return are reflective of the declines in operating income. During fiscal 2021 through fiscal 2024, compensation paid to the named executive officers peaked in fiscal 2022. In fiscal 2021, the effects of COVID-19 continued to negatively impact the Company’s book net income and operating income as a large percentage of schools were operating in a remote or hybrid mode. Also in fiscal 2021, the Company extended an offer of employment to Rosamund Else-Mitchell, who became an executive officer of the Company on June 1, 2021; Ms. Else-Mitchell’s employment agreement provided for bonus payments and equity awards in fiscal 2021 and 2022. In fiscal 2022, Richard Robinson, the Company’s long-time chief executive officer unexpectedly passed away early in the first quarter. As the new chief executive officer, Mr. Warwick’s compensation for fiscal 2022 reflects the terms of his employment agreement effective August 1, 2021, including initial equity grants discussed earlier under “Compensation Discussion and Analysis.” In fiscal 2024, Mr. Haji Glover joined the company as the Chief Financial Officer effective January 22, 2024; in connection with his employment, Mr. Glover received a one-time equity grant of $200,000 upon hire and a minimum guaranteed bonus for fiscal 2024 of $200,000. The compensation actually paid to Mr. Robinson in fiscal 2021 was $1,474,491 and a negative ($352,506) for fiscal 2022, reflecting the impact of his passing on outstanding equity awards. As noted above, Mr. Warwick became the chief executive officer on August 1, 2021 and his compensation actually paid for fiscal 2022 of $5,557,737 reflects his employment agreement and sign-on awards. For the other NEOs, their compensation actually paid during this period increased from $1,809,614 in fiscal 2021 to $2,093,301 in fiscal 2022 and decreased to $1,908,873 for fiscal 2023 and further decreased in fiscal 2024 to $896,796. As noted above, fiscal 2024 compensation reflects Mr. Glover’s partial year status and his one-time grant and minimum guaranteed bonus in connection with his joining the Company. SCT compensation and compensation actually paid for fiscal 2024 for Mr. Warwick and other NEOs decreased compared to the prior years presented in part as a result of not meeting Corporate Operating Income goals, which comprised a significant portion of their 2024 STIP bonus. See “Compensation Discussion and Analysis - Fiscal 2024 STIP Bonuses.”

  47. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Amended and Restated Certificate of Incorporation of the Company provides that the Class A Stockholders, voting as a class, have the right to fix the size of the Board so long as it does not consist of fewer than three or more than fifteen directors. In March 2024, the Class A Stockholders set the Board at eleven directors. The vacancy that resulted from Margaret A. Williams declining to stand for re-election at the 2022 Annual Meeting was filled by Kaya Henderson at the Board's March 2024 Meeting when she was elected by the Directors elected by the holders of Class A Stock at the 2023 Annual Meeting. Additionally, the remaining vacancy created by the expansion of the Board was filled by Alix Guerrier at the Board's March 2024 meeting, when he was elected by the Directors elected by the holders of Common Stock at the 2023 Annual Meeting. The Board recommends that Class A Stockholders vote FOR each of the eight nominees for election by such holders. Assuming the presence of a quorum, the affirmative vote of a plurality of the votes cast by the Class A Stockholders present and entitled to vote on this item at the Annual Meeting is required to elect each of the nominees. The Board recommends that holders of the Common Stock vote FOR each of the three nominees for election by such holders. Assuming the presence of a quorum, the affirmative vote of a plurality of the votes cast by the holders of the Common Stock present and entitled to vote on this item at the Annual Meeting is required to elect each of the nominees.

  48. Nominees for Election by Holders of Class A Stock

    Nominees for Election by Holders of Class A Stock

  49. Nominees for Election by Holders of Class A Stock

    | | | | Director | | Name | Principal Occupation or Employment | Age | Since | | Andrés Alonso | CEO, Andrés A. Alonso LLC, Weehawken, NJ and Former Co-Chair, Public Education Leadership Project, Harvard University, Cambridge, MA | 67 | 2015 | | Robert Dumont | Principal, Robert Dumont, PLLC, New York, NY | 72 | 2021 | | Kaya Henderson | Chief Executive Officer, Reconstruction US, Washington, D.C. | 54 | 2024 | | Linda Li | Chief of Staff to the CEO and VP, Strategic Operations, Pinterest, San Francisco, CA | 36 | 2022 | | Iole Lucchese | Chair of the Board and Executive Vice President, Chief Strategy Officer and President, Scholastic Entertainment | 57 | 2021 | | Verdell Walker | Former Head of Programming, New Formats, Spotify USA Inc., Los Angeles, CA | 37 | 2021 | | Peter Warwick | President and Chief Executive Officer of the Company | 72 | 2014 | | David J. Young | Former Chairman and Chief Executive Officer of Hachette Book Group USA, New York, NY | 73 | 2015 |

  50. Nominees for Election by Holders of Common Stock

    Nominees for Election by Holders of Common Stock

  51. Nominees for Election by Holders of Common Stock

    | | | | Director | | Name | Principal Occupation or Employment | Age | Since | | James W. Barge | Chief Financial Officer, Lions Gate Entertainment Corp., Santa Monica, CA | 69 | 2007 | | John L. Davies | Private Investor, Washington, DC | 74 | 2000 | | Alix Guerrier | Chief Executive Officer, DonorsChoose.org, Washington, D.C. | 47 | 2024 |

  52. Nominees for Election by Holders of Common Stock

    Andrés Alonso. Dr. Alonso is Special Trustee of the Public School Districts' Opioid Recovery Trust, a court-appointed position charged with overseeing the distribution of grants to public school districts to address the damage caused by the opioid crisis. He is also an educational advisor to foundations and large urban school districts and state governments in the United States and Latin America. He is the Former Co-Chair of the Public Education Leadership Project (PELP), a collaboration between principally the Harvard Graduate School of Education (HGSE) and Harvard Business School, as well as faculty of other Harvard schools, to support the effectiveness of leadership teams in large urban school districts in the United States. Dr. Alonso served as Professor of Practice at HGSE from 2013 to 2018, teaching on driving change, school reform and the leadership of instruction, and helping lead the Education Degree in Leadership Doctorate program. Previously, he led the Baltimore City Public Schools as Chief Executive Officer from 2007 to 2013. From 2006 to 2007, Dr. Alonso served as Deputy Chancellor of Teaching and Learning, and from 2003 to 2006, as Chief of Staff for Teaching and Learning, at the New York City Department of Education. From 1987 to 1998, Dr. Alonso taught special needs and English language learners in the Newark, NJ, public school system. Dr. Alonso earned a BA from Columbia and a JD from Harvard Law School and practiced law in New York City from 1982 to 1984, prior to determining to enter the teaching profession. Dr. Alonso received a doctorate in education from Harvard in 2006. Dr. Alonso is actively involved with many institutions, including as a trustee of the William T. Grant Foundation, a trustee of the Data Quality Campaign, a trustee of the Panasonic foundation, a former trustee and former chair of the Carnegie Foundation for the Advancement of Teaching, a former board member of the Annenberg project and a present member and former trustee of the Teachers College of Columbia University President's Advisory Council. He is the past chair of the Reporting and Dissemination Committee of the National Assessment Governing Board. Robert L. Dumont. Mr. Dumont is an attorney and currently the principal of Robert Dumont PLLC, a boutique law firm specializing in tax and estate planning for international private clients and family offices. Mr. Dumont established his private practice after thirty years of experience with large organizations: first as a partner in the law firm of Baker & McKenzie LLP and then as the leader of Deloitte Tax LLP’s international private client practice. Mr. Dumont is a member of the Bar of the State of New York, the Bar of England and Wales (non-practicing solicitor) and the Society of Trust and Estate Practitioners (STEP). Kaya Henderson. Ms. Henderson currently serves as Chief Executive Officer of Reconstruction US, a technology company she co-founded and launched in April 2020. Reconstruction US delivers a K-12 supplemental curriculum that situates Black people, culture, and contributions in an authentic, identity-affirming way for the benefit of students from all backgrounds. Before serving in her current role, Ms. Henderson served as Principal for her consulting company, Kaya Henderson Consulting. She also previously worked for Teach for All for over two years as Head of the Global Learning Lab for Community Impact. In that role, she led the organization's international community strategy across 60 countries. From 2007 to 2016, Ms. Henderson had a successful tenure with the District of Columbia Public Schools. She first served as Deputy Chancellor and was subsequently promoted to Interim Chancellor and then Chancellor, a role she held for five years. Under her leadership, the school district experienced consecutive years of enrollment growth, an increase in graduation rates, wider access to advanced courses for all students, and improvements in student satisfaction and teacher retention. Additionally, her legacy in the D.C. public school system includes major gains in reading and math performance. In her early career, Ms. Henderson taught Spanish to sixth through eighth grade students in New York City via Teach for America, and she later spent six years working with Teach for America in roles of increasing responsibility. In her last role with Teach for America, she served as Executive Director in Washington, D.C. She also spent seven years with The New Teacher Project, first as Partner and then as Vice President for Strategic Partnerships. Ms. Henderson has served as a Distinguished Scholar in Residence for Georgetown University, as Superintendent in Residence for The Broad Center, and as a Fellow for the Chan Zuckerberg Initiative. Ms. Henderson has a Bachelor of Science degree in Foreign Service, a Master of Arts in Leadership, and an Honorary Doctorate of Humane Letters from Georgetown University and an Honorary Doctorate of Humane Letters from Trinity Washington University. Linda Li. Ms. Li is a dynamic and purpose-driven leader who brings extensive experience in driving growth and innovation in the consumer technology and media sectors. She currently serves as Chief of Staff to the CEO and VP, Strategic Operations at Pinterest. She previously held the position of Senior Vice President & General Manager of Wirecutter at The New York Times, where she transformed Wirecutter into the leading product recommendation service in the country. Before Wirecutter, she led strategy and launched products in various roles at Facebook, The New York Times, and Lending Club. She began her career in management consulting, where she became chief of staff to the Chairman & Managing Director of McKinsey Asia. Ms. Li has an MBA, Master in Public Policy, and AB with distinction from Harvard University. Iole Lucchese. Ms. Lucchese was appointed Chair of the Board in July 2021 and is the Executive Vice President and Chief Strategy Officer of the Company. She also serves as President, Scholastic Entertainment and formerly served as Co-President and, subsequently, as President of Scholastic Canada. As Chief Strategy Officer, Ms. Lucchese advances the Company’s strategic and creative initiatives across all business units, including new initiatives, existing business transformation, and cross-Company marketing. Ms. Lucchese has a strong track record of achieving change over the course of her thirty years at the Company, including the significant expansion of the book publishing and distribution group during her senior management roles with Scholastic Canada, cementing the Company’s position as the #1 children’s book publisher in that market. In addition to her corporate oversight, Ms. Lucchese is also responsible for the Company’s digital content and e-commerce strategy, ensuring modernization and a direct-to-parents approach. As President, Scholastic Entertainment, Ms. Lucchese has overseen a rapid expansion of the award-winning division, bringing Scholastic’s highly-engaging intellectual property to new formats and reaching new audiences and enhancing the strength of the Company’s brand.

  53. Nominees for Election by Holders of Common Stock

    Verdell Walker. Ms. Walker is a seasoned consumer-oriented Content and Marketing professional and board director with significant expertise in the kids and family entertainment space. Further, she has a proven track record of developing and executing innovative strategies that achieve bottom line growth and increase brand value. Since November 2020 and until August 2023, Ms. Walker has held positions at Spotify, Inc. as the Head of Kids Audio Content and, subsequently, the Head of Programming, New Formats, where she was responsible for content strategy and innovation. Before joining Spotify, Ms. Walker was a Global Brand & Content Marketing Manager for the Thomas & Friends™ franchise at Mattel, Inc. Ms. Walker has also held roles at Sesame Workshop, The Wall Street Journal, and Goldman Sachs. A graduate of Harvard Business School, Ms. Walker also graduated Phi Beta Kappa from Trinity College, CT. She holds the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors. Peter Warwick. Mr. Warwick was elected as the Company’s President and Chief Executive Officer in July 2021 and has worked in the publishing and information industry for more than forty years, having most recently served as the Chief People Officer of Thomson Reuters from 2012 until his retirement in 2018. Prior to that, he was the Chief Operating Officer of the Professional division of Thomson Reuters and President and Chief Executive Officer of Thomson Reuters Legal. Mr. Warwick has also been President and Chief Executive Officer of Thomson Tax & Accounting and Chief Executive Officer of Thomson Legal & Regulatory Asia Pacific, where he was responsible for businesses in Australia, New Zealand, Hong Kong, Malaysia and Singapore. Prior to joining Thomson in 1998, he worked for twenty years in educational publishing at Pearson plc, including being Managing Director of Pitman Publishing, Deputy Chief Executive Officer of Longman and Chief Executive Officer of Pearson Professional. David J. Young. Mr. Young is a former Chairman and Chief Executive Officer of Hachette Book Group USA and spent forty-five years in the publishing industry. In 1970, he started his career at Thorsons, which had been founded by his grandfather and later purchased by Harper Collins. Mr. Young then held various positions at Harper Collins until he became the Managing Director of Little Brown and Company in 1996 and, in 2000, the Chief Executive Officer of the Time Warner Book Group, the parent company of Little Brown and Company. From 2005 to 2013, he was the Chief Executive Officer of Hachette Book Group USA, then moving to become the Deputy CEO of Hachette UK until his retirement in December 2015. During his career, Mr. Young served on a number of publishing association boards including serving as Chair of the Association of American Publishers during 2012-13 and as the President of the Book Trade Benevolent Society from 2013-2017. Mr. Young was a board member of Tate Enterprises, Millbank, London from 2016-2023, and is the Chairman of Canongate Books Ltd., the Scottish independent publisher, and a director of Raymond Chandler Limited. James W. Barge. Mr. Barge is the Chief Financial Officer of Lionsgate Entertainment Corp., where he has oversight of all financial operations, information technology, and planning and setting strategy as a member of the Company’s Executive Committee. From 2010 to 2012, he served as the Executive Vice President, Chief Financial Officer of Viacom Inc., having served as its Executive Vice President, Controller, Tax and Treasury since January 2008. He was the Senior Vice President, Controller and Chief Accounting Officer of Time Warner Inc. from 2002 to 2007 with company-wide responsibilities encompassing financial oversight of Time Warner’s various business units, including publishing operations Time Inc., Little Brown, and Warner Books. Prior to joining Time Warner in 1995, Mr. Barge held several positions at Ernst & Young, including Area Industry Leader of the Consumer Products Group and National Office Partner, where he was responsible for the resolution of SEC accounting and reporting matters. While at Ernst & Young, Mr. Barge served clients across a wide variety of industries, and larger client responsibilities included The Coca-Cola Company and Warner Bros. Mr. Barge is an Emeritus member of the Alumni Board for the Terry College of Business at the University of Georgia. John L. Davies. Mr. Davies is a private investor. Mr. Davies retired from AOL in 2002, which he had joined in 1993 as Senior Vice President. In 1994, he founded AOL International, where he served as President until becoming Senior Advisor in 2000. He was also a director of Tickets.com Inc. until March 2005 when it became a private company. Alix Guerrier. Mr. Guerrier currently serves as the Chief Executive Officer for DonorsChoose, a leading nonprofit organization that supports public schools in the United States through the use of its crowdfunding platform. As CEO, Mr. Guerrier works to ensure DonorsChoose maintains a focus on equity while expanding its broad appeal and advancing its mission to serve students in every community. Prior to DonorsChoose, Mr. Guerrier served for three years as the CEO of GlobalGiving, a nonprofit organization and global crowdfunding community that enables donors to support charitable projects around the world. In 2011, Mr. Guerrier co-founded LearnZillion, an educational technology company offering school districts a free, cloud-based curriculum, which was subsequently acquired by Edgenuity and Weld North Education. Prior to that, Mr. Guerrier had a five-and-a-half-year career with McKinsey & Company, first as an Associate in the company's Healthcare Practice and then as an Engagement Manager and Expert in McKinsey's Education Practice. Mr. Guerrier began his career in education by serving as a teacher for the Pan American School of Porto Alegre in Brazil and then as a sixth-grade math and science teacher at Costaño Elementary School in East Palo Alto, California, as part of Teach for America. He then spent two years as a math teacher for Leadership High School in San Francisco, California. Mr. Guerrier has an AB degree in Physics from Harvard University, a Master's degree in Education from Stanford University, and an MBA from Stanford University. The Board and the Nominating and Governance Committee believe that it is essential that Board members represent diverse viewpoints. Experience in business, in government and education and in media and entertainment are factors in the selection process. The value of diversity on the Board will also be considered when evaluating nominees including diversity of background, gender, race, ethnic or geographic origin and age. The diverse backgrounds and experience of the current members of the Board combine to provide the Company with the perspectives and judgment needed to provide the necessary guidance and oversight of the Company's business and strategies. The qualifications of the current and nominated members of the Board include:

  54. Director Compensation

    Director Compensation For fiscal 2024, each Outside Director of the Company was entitled to receive a cash retainer of $95,000 for his or her services as a director, and each Committee chairperson was entitled to receive additional amounts for the chairperson’s duties at the rate of $15,000 in the case of each of the chairpersons of the Technology, Data and Supply Chain Committee, the Nominating and Governance Committee and the HRCC and $20,000 for the chairperson of the Audit Committee, with the Lead Independent Director receiving $25,000 for his services performed in that role. In addition, the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (as amended and restated the “2017 Plan”) provides for annual equity awards to the Outside Directors on the date of each annual meeting of stockholders. The Board, at its July 2023 meeting, determined that, for fiscal 2024, the annual equity award for each Outside Director would have a value of $125,000, with 100% of such value to be awarded as restricted stock units. Pursuant to the 2017 Plan, the fair value of the restricted stock units was based upon the fair market value of a share of Common Stock on September 20, 2023, the date of the 2023 Annual Meeting of Stockholders. Pursuant to the terms of the 2017 Plan, the restricted stock units (and stock options when granted) vest on the earlier of the first anniversary of the date of grant or the next annual meeting of stockholders following the date of grant. Accordingly, with regard to the grant of restricted stock units made on September 20, 2023, the entire grant vests on September 18, 2024. The Board, at its July 17, 2024 meeting, determined that, for fiscal 2025, the value of the equity grant would continue to be $125,000 and would continue to be awarded entirely as restricted stock units. Pursuant to the 2017 Plan, the fair value of the stock options previously awarded was determined based upon the Black-Scholes model of calculating the fair value of a stock option, including the use of an exercise price equal to the fair market value of a share of Common Stock on the date of each grant. The Board, at its September 2023 meeting, approved an amendment to the 2017 Plan to permit the Outside Directors to elect a tax deferral option in respect to restricted stock unit awards under the 2017 Plan pursuant to which an Outside Director can elect to defer receipt of all or a portion of the shares of Common Stock underlying such awards in accordance with procedures established by the HRCC. Provided that the election is timely made in accordance with the applicable procedures, the deferral election will remain in effect and continue to apply to restricted stock unit awards to the Outside Director for subsequent years until the Outside Director timely revokes or changes the deferral election. Once a deferred restricted stock unit has vested, dividends and other distributions on the underlying Common Stock will be credited to the account of the Outside Director during the period of the deferral. Common Stock in respect of all vested restricted stock units will be issued to the Outside Director, together with any dividends or other distributions credited to such Outside Director’s deferral account, within thirty days of such Outside Director’s cessation of service as a director. The Outside Directors that are current participants in the program include Mr. Barge, Mr. Dumont, Mr. Guerrier, and Mr. Young. Under the terms of the Scholastic Corporation Directors’ Deferred Compensation Plan, directors are permitted to defer 50% or 100% of their cash retainers and other fees. Deferred amounts accrue interest at a rate equal to the 30-year United States Treasury bill rate, and are paid in cash upon the later of termination from Board service or the end of the deferral period, unless paid earlier due to death, disability, change-of-control of the Company or severe financial hardship. None of the Outside Directors currently participate in such plan. The following table summarizes the total compensation provided by the Company to the Outside Directors for the fiscal year ended May 31, 2024.

  55. Director Compensation

    | Fiscal Year 2024 Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Change in Pension Values and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Andrés Alonso | $107,500 | $124,999 | $0 | $0 | $0 | $232,499 | | James W. Barge | $137,500 | $124,999 | $0 | $0 | $0 | $262,499 | | John L. Davies | $107,500 | $124,999 | $0 | $0 | $0 | $232,499 | | Robert Dumont | $92,500 | $124,999 | $0 | $0 | $0 | $217,499 | | Alix Guerrier | $23,750 | $74,991 | $0 | $0 | $0 | $98,741 | | Kaya Henderson | $23,750 | $74,991 | $0 | $0 | $0 | $98,741 | | Linda Li | $92,500 | $124,999 | $0 | $0 | $0 | $217,499 | | Verdell Walker | $92,500 | $124,999 | $0 | $0 | $0 | $217,499 | | David J. Young | $107,500 | $124,999 | $0 | $0 | $0 | $232,499 |

  56. Director Compensation

    (1) Iole Lucchese, the Company’s Chair of the Board, Executive Vice President and Chief Strategy Officer and President, Scholastic Entertainment, and Peter Warwick, the Company’s President and Chief Executive Officer, did not receive compensation and for their services as a director during fiscal 2024. (2) Represents the aggregate grant date fair value of restricted stock units granted in fiscal 2024 under FASB ASC Topic 718. Assumptions used in determining the FASB ASC Topic 718 values 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. Each Outside Director listed in the table above, had 3,192 restricted stock units outstanding except for Mr. Guerrier and Ms. Henderson, each of whom had 1,915 restricted stock units outstanding, as of May 31, 2024, and the fair value of such restricted stock units on the grant date, computed in accordance with FASB ASC Topic 718, was $39.16 per restricted stock unit. There were no new grants of Stock Options to Outside Directors in fiscal 2024, as all grants were made as restricted stock units. At May 31, 2024, Dr. Alonso had 28,931 options outstanding; Mr. Barge had 31,239 options outstanding; Mr. Davies had 21,976 options outstanding; Mr. Dumont had 8,182 options outstanding; Mr. Guerrier had 0 options outstanding; Ms. Henderson had 0 options outstanding; Ms. Li had 4,272 options outstanding; Ms. Walker had 7,350 options outstanding; and Mr. Young had 28,676 options outstanding.