Anne Clarke Wolff
SCHOLASTICAbout Anne Clarke Wolff
Anne Clarke Wolff, age 60, is an independent director of Scholastic Corporation (SCHL) and Chief Executive Officer of Independence Point Advisors, an investment bank she founded in 2021 . She joined the SCHL Board in July 2025 and is nominated for election by holders of the Common Stock at the 2025 annual meeting . Her credentials include three decades in global corporate and investment banking across Bank of America, JPMorgan, and Citigroup, with a BA in English & Economics from Colby College and an MBA from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Built and led $10B Global Corporate Banking business | Prior to 2021 | Advocated for tech–banking integration to drive outcomes . |
| JPMorgan | Head of Sales, Treasury & Securities Services | Prior to 2021 | Led sales across treasury services; scaled client access to capital markets . |
| Citigroup | Head of North America Corporate Banking | Prior to 2021 | Ran large corporate banking platform in North America . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independence Point Advisors | Chief Executive Officer | 2021–present | Founder; modern advisory model focused on capital markets and M&A . |
| Amphenol Corporation (NYSE: APH) | Director | 2018–present | Chairs Finance Committee; member, Audit and Nominating & Governance Committees . |
| The Public Theater (non-profit) | Board Member | 2017–present | Governance and cultural institution oversight . |
Board Governance
- Committee assignments: Member, Audit Committee (appointed July 16, 2025). Audit Committee members are all independent per NASDAQ and SEC standards .
- Independence: SCHL’s guidelines require a majority independent board; all members of Audit, HRCC, and Nominating & Governance are independent; Audit Committee members are explicitly independent .
- Attendance: In FY2025 the Board held five regular and one special meeting; all incumbent directors met ≥75% attendance; (Wolff joined after FY2025 fiscal year end) .
- Lead Independent Director: The Board maintains a Lead Independent Director role; James W. Barge serves and receives a $25,000 retainer for these responsibilities .
- Executive sessions: The independent directors meet in executive session; Lead Independent Director presides .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | For each Outside Director . |
| Committee chair fees | $15,000 (Tech/Data/Supply Chain; Nominating & Governance; HRCC); $20,000 (Audit) | Only for chair roles; Wolff is a member of Audit, not chair . |
| Lead Independent Director fee | $25,000 | Not applicable to Wolff . |
| Meeting fees | None disclosed | No per-meeting fees disclosed . |
| Director deferred cash plan | May defer 50% or 100% of fees; accrues interest at 30-year UST; none of the Outside Directors currently participate | Paid upon end of service/deferral; early in limited cases . |
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Annual equity grant | RSUs valued at $125,000; vest on earlier of first anniversary or next annual meeting | No performance metrics; time-based vesting under 2017 Outside Directors Plan . |
| Options | Not granted in FY2025 to Outside Directors | No options granted in FY2025; prior outstanding options remain for some directors . |
Other Directorships & Interlocks
- Public company: Amphenol Corporation (Finance Chair; Audit; Nominating & Governance) .
- Non-profit: The Public Theater .
- SCHL proxy does not disclose any related-party transactions involving Wolff; the Audit Committee reviews and approves any related-party transactions under SEC rules (governance process) .
Expertise & Qualifications
- Capital markets, corporate banking, and M&A leadership across top-tier banks; repeated recognition among “Most Powerful Women in Banking” (American Banker) and Crain’s Notable Women in Finance .
- Financial oversight: current Audit Committee member at SCHL and prior public board committee experience; Finance Committee chair at Amphenol .
- Education: BA Colby College; MBA Northwestern University .
Equity Ownership
| Holder | Common Stock Direct | Derivatives/Units | Notes |
|---|---|---|---|
| Anne Clarke Wolff | 0 | 784 RSUs scheduled to vest within 60 days of record date (2017 Director Plan) | Beneficial ownership <1% . |
| Director stock ownership guidelines | ≥3x annual board cash retainer ($95,000) to be met within 5 years | Applies to non-employee directors . | |
| Hedging/pledging | Hedging restricted under insider trading policy; pledging permitted in limited cases; one director (Barge) has pledged shares (not Wolff) | Governance policy context; monitoring ongoing . |
Director Equity Grants – Mechanics
- Annual equity award set at $125,000 in RSUs; FY2026 to continue at $125,000 in RSUs; vests at first anniversary or next annual meeting .
- Pro-rata grants for directors appointed between annual meetings based on meetings remaining; aligns Wolff’s initial 784 RSUs with plan mechanics .
Governance Assessment
- Strengths:
- Independence and financial literacy support Audit Committee effectiveness; appointment to Audit strengthens oversight of financial reporting, internal controls, and related-party review .
- Deep external finance expertise (capital markets, corporate banking, M&A) complements SCHL’s strategic and capital allocation oversight needs .
- Director ownership guidelines (3x retainer within 5 years) and RSU-only grants promote alignment with long-term shareholder value; no performance-based director pay limiting short-term risk-taking incentives .
- Potential risks/considerations:
- Early-stage alignment: current holding is limited to initial RSU grant (784 RSUs), typical for a newly appointed director; guideline phase-in mitigates over time .
- External roles: CEO of Independence Point Advisors and public board at Amphenol increase time demands; proxy does not disclose any related-party transactions with SCHL, and Audit Committee oversees related-party transaction approvals .
- Signals:
- SCHL’s shift to RSU-only equity for directors and explicit outside director stock ownership guidelines are shareholder-friendly governance practices; no meeting fees and capped director equity value (plan limit) reduce pay-inflation risk .
RED FLAGS
- No red flags specific to Wolff are disclosed in the proxy; no attendance issues noted for incumbent directors in FY2025; Wolff joined post-FY2025 .
- Company-wide: isolated pledging by another director (Barge) flagged in ownership table; not applicable to Wolff .
Note: SCHL’s Audit Committee reviews all “related party transactions” per SEC rules; the proxy does not disclose any Wolff-related transactions .
Appendix – Director Compensation Structure (Outside Directors)
| Item | FY2025/FY2026 Terms |
|---|---|
| Cash retainer | $95,000 per year |
| Chair fees | Audit $20,000; HRCC/Nominating/Tech $15,000 |
| Equity grant | $125,000 in RSUs; vests at earlier of 1 year or next AGM; FY2026 continues same |
| Deferral (equity) | RSU deferral election available; selected directors participating; dividends credited on vested deferred RSUs |
| Deferral (cash) | Cash retainers may be deferred; currently none participate |
| Plan capacity | Additional 100,000 shares to 2017 Outside Directors Plan proposed in 2025 (Amendment No. 1) |