Andrés Alonso
SCHOLASTICAbout Andrés Alonso
Independent director of Scholastic Corporation since 2015; age 68. Background spans leadership in large urban school systems (CEO, Baltimore City Public Schools; senior roles at NYC Department of Education), academia (Professor of Practice at Harvard Graduate School of Education), and legal training (BA Columbia; JD Harvard Law; EdD Harvard). Serves as Special Trustee of the Public School Districts’ Opioid Recovery Trust and Former Co‑Chair of Harvard’s Public Education Leadership Project (PELP) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baltimore City Public Schools | Chief Executive Officer | 2007–2013 | Led district-wide reforms and operational management |
| NYC Department of Education | Deputy Chancellor; Chief of Staff, Teaching & Learning | 2003–2007 | Instructional leadership and systemwide curriculum oversight |
| Newark Public Schools | Teacher (special needs and English language learners) | 1987–1998 | Classroom instruction in urban education |
| Harvard Graduate School of Education | Professor of Practice | 2013–2018 | Led Ed.L.D. program; taught change leadership and school reform |
| Legal Practice (NYC) | Attorney | 1982–1984 | Practiced law prior to entering education |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Public School Districts’ Opioid Recovery Trust | Special Trustee | Court‑appointed | Oversees grant distributions to public school districts |
| Public Education Leadership Project (Harvard) | Former Co‑Chair | Academic collaboration | Supports leadership effectiveness in urban districts |
| William T. Grant Foundation | Trustee | Non‑profit | Research and youth development focus |
| Data Quality Campaign | Trustee | Non‑profit | Education data policy and quality |
| Panasonic Foundation | Trustee | Non‑profit | Education systems improvement |
| Carnegie Foundation for the Advancement of Teaching | Former Trustee & Chair | Non‑profit | Teaching and learning improvement |
| Annenberg Project | Former Board Member | Non‑profit | Education initiatives |
| Teachers College, Columbia University | President’s Advisory Council (member; former trustee) | Academic advisory | Higher education governance |
| National Assessment Governing Board | Past Chair, Reporting & Dissemination Committee | Federal advisory | NAEP reporting and dissemination oversight |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Technology, Data & Supply Chain Committee .
- Independence: Board determined all directors other than the CEO and Chair (Warwick, Lucchese) were independent; Audit/HRCC/Nominating committees composed solely of independent directors .
- Attendance: Board held five regular and one special meeting in FY2025; all incumbent directors attended at least 75% of Board and committee meetings .
- Lead Independent Director: James W. Barge; receives $25,000 annual retainer for the role .
- Executive sessions: Board regularly meets in executive session with only independent directors present .
Fixed Compensation (Outside Director – Fiscal 2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard outside director retainer |
| Committee chair fee (Nominating & Governance) | $15,000 | Chair fee level for Nominating, HRCC, Tech committees |
| Total cash fees earned | $110,000 | As reported for Dr. Alonso in FY2025 |
Performance Compensation (Equity – Fiscal 2025)
| Grant Type | Grant Date | Units (RSUs) | Grant-Date Fair Value per RSU | Total Grant Value | Vesting |
|---|---|---|---|---|---|
| Annual RSU grant (Outside Director 2017 Plan) | 09-18-2024 | 3,920 | $31.88 | $124,970 | Vests on earlier of 1-year anniversary or next annual meeting (09-17-2025) |
| Tax deferral election (RSUs) | Ongoing | N/A | N/A | N/A | Alonso is a current participant in the RSU deferral program for outside directors |
Notes:
- Outside director equity awards in FY2025 were 100% RSUs (no new options granted). RSUs vest on the earlier of one year from grant or the next annual meeting .
- Deferral program allows deferring receipt of vested RSUs until cessation of board service; dividends credited during deferral period .
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlock with SCHL |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed in proxy biography |
Expertise & Qualifications
- Significant experience across public education leadership and administration, including as head of a major city school system .
- Innovative leader in education reform and strategies to improve children’s education outcomes .
- Deep engagement with communities Scholastic serves—teachers, educators, parents, and children—supporting mission alignment .
Equity Ownership (as of Record Date: 07-23-2025)
| Category | Shares/Units | Details |
|---|---|---|
| Common shares held directly | 12,741 | Direct ownership |
| Options exercisable within 60 days (2007 Plan) | 3,831 | Amended & Restated 2007 Outside Directors Plan |
| Options exercisable within 60 days (2017 Plan) | 25,100 | 2017 Outside Directors Plan |
| RSUs scheduled to vest within 60 days | 3,920 | 2017 Outside Directors Plan |
| Total beneficial ownership (proxy definition) | 45,592 | Less than 1% of common shares outstanding |
| Options outstanding (total) | 28,931 | As of 05-31-2025 |
Pledging/Hedging:
- Insider trading policy prohibits certain hedging (short sales, uncovered options, buying puts); pledging permitted on occasion, with specific disclosure for Mr. Barge; no pledging disclosed for Dr. Alonso .
Director Stock Ownership Guidelines:
- Outside Directors must hold at least 3× annual cash retainer ($95,000) within a five-year phase-in. Compliance status for individual directors not disclosed .
Say-on-Pay & Shareholder Feedback
- Advisory vote cadence: Class A Stockholders approved NEO compensation at 2023 annual meeting; next advisory vote will occur at 2026 annual meeting (triennial schedule) .
- Director election support (2024 annual meeting): Class A Stockholders voted “For” Andrés Alonso with 828,100 votes (no withholds/against) .
Related-Party Transactions and Conflicts
- Company states it does not generally engage in related-person transactions; any waivers require Audit Committee approval and would be disclosed. No related-party transactions or conflicts disclosed for Dr. Alonso in FY2025 proxy .
Governance Assessment
- Strengths: Independent director; Chair of Nominating & Governance Committee; member of Technology, Data & Supply Chain—positions central to board composition, oversight, and risk in technology/data/cyber. Attendance meets expectations (≥75%) .
- Alignment: Mix of cash ($110k) and equity RSUs ($124,970); participation in RSU deferral program signals longer-term alignment; beneficial ownership includes vested/near-vested options and RSUs, with no pledging disclosed for Alonso .
- Shareholder support: Unanimous Class A vote for re‑election in 2024 suggests confidence among controlling class shareholders .
- Potential red flags: None disclosed—no attendance issues, related-party transactions, or hedging. Note company-wide allowance of pledging in limited cases, but no such disclosure for Alonso .
Committee Composition Snapshot (context)
- Nominating & Governance: Andrés Alonso (Chair), James W. Barge, Robert Dumont, Alix Guerrier, Verdell Walker .
- Technology, Data & Supply Chain: Verdell Walker (Chair), Andrés Alonso, Alix Guerrier, Linda Li .
- Audit: James W. Barge (Chair), Milena Alberti, Robert Dumont, Anne Clarke Wolff (current as of July 16, 2025) .
- HRCC: Linda Li (Chair), Milena Alberti, James W. Barge, Kaya Henderson .
Director Compensation Summary (FY2025)
| Director | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Andrés Alonso | $110,000 | $124,970 | $234,970 |
Vesting and grant policy:
- Annual outside director equity awards valued at $125,000 in RSUs; vest on earlier of one year or next annual meeting .
Voting Structure Context (Board Elections)
- Record date shares: Class A 828,100; Common 24,272,263; Class A holders elect eight directors and vote on certain proposals; Common holders elect three directors (no cumulative voting) .