SCHOLASTIC CORP

The following table shows the total compensation for the Company’s Named Executive Officers (“NEOs”) for the past five fiscal years as calculated for Summary Compensation Table (the “SCT”) purposes, the “compensation actually paid” to the Principal Executive Officer (“PEO”) and, on an average basis, the Company’s other NEOs (in each case, as determined under Item 402(v) of Regulation S-K), the Company’s total shareholder return (“TSR”), the TSR of the peer group (as defined below) and the Company’s net income /(loss) and operating income /(loss).

For purposes of the Pay Versus Performance Table, the PEOs and other NEOs for the applicable years were as follows:

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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.

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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.

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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.

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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.

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For fiscal year 2025, Mr. Peter Warwick served as PEO and Mr. Haji Glover, Mr. Jeffrey Mathews, Ms. Iole Lucchese, Ms. Sasha Quinton served as the other NEOs.

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.

(2)

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.

(3)

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 & Sons, Inc. and Stride, Inc; the cumulative total shareholder return presented in the table for those years reflects the impact of the prior peer groups total cumulative shareholder return for fiscal 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, $201.63, and $305.72 for fiscal years 2021, 2022, 2023, 2024 and 2025, 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.”

(1)

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.

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. In 2025, operating income increased modestly (9.0%) and revenues rebounded slightly (2.0% increase).

During fiscal 2021 through fiscal 2025, compensation paid to the named executive officers peaked in fiscal 2025. 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, 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. In fiscal 2025, Jeffrey Mathews received a one-time special equity grant intended to have an aggregate value of $1,500,000, with an effective grant date of October 1, 2024, the fixed dollar amount being comprised of 50% restricted stock units and 50% performance-based stock units, relating to his promotion to the role of Chief Growth Officer, in addition to his current business development and investor relations responsibilities, in recognition of the redefinition and expansion of the role of Mr. Mathews intended to place additional focus on the Company's growth opportunities, as well as recognition for his role in bringing the 9 Story Media, Inc. investment opportunity to fruition.

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 his 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 and then increased to $1,203,180 in fiscal 2025. 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. In 2025, both Mr. Warwick’s and the other NEO’s actual compensation increased from fiscal 2024. Part of this increase was attributable, as noted above, to the special award to Mr. Mathews in fiscal 2025 and to the fact that Mr. Glover was compensated for a full year in fiscal 2025. Also contributing to the increased compensation actually paid to Mr. Warwick and the other NEOs in fiscal 2025 was the fact that Corporate Operating Income in fiscal year 2025 satisfied the minimum level required under that criteria for the payment of bonuses under the STIP, resulting in a bonus pool of 60.84% of the target pool against a bonus pool of 38.7% in fiscal 2024 when the minimum level Corporate Operating Income was not satisfied.

2025 Most Important Performance Measure

In addition to net income and TSR, we believe that operating income is the most important financial performance measure used to link compensation actually paid to the NEOs to Company performance. Each of these measures are reported in the Pay Versus Performance Table.

STIP Funding

Corporate Operating Income targets, Divisional Operating Income targets (for business units) and Departmental Budget Objectives (for staff positions) and agreed individual goals are used to determine the funding of and payouts under the STIP as described above under “Compensation Discussion and Analysis.” Corporate Operating Income, Division Operating Income and Department Budget Objectives are each non-GAAP measures that are defined above under “Compensation and Discussion Analysis –Fiscal 2025 STIP Bonuses.”