Haji Glover
SCHOLASTICAbout Haji Glover
Haji L. Glover, age 50, is Executive Vice President & Chief Financial Officer of Scholastic, appointed effective January 22, 2024. He brings 27+ years in finance and analytics spanning Amazon (Director of Finance for PXT), prior senior roles at Scholastic, Alvogen, Honeywell, Ford, and Lockheed. He holds a BS in Finance (Lehigh University) and an MBA in Finance (Binghamton University) . Company performance during his early tenure: FY2025 operating income increased 9.0% and revenues rose 2.0% year over year; FY2025 STIP funding was influenced by Corporate Operating Income of $35.82M (80.4% of target), yielding a 60.84% pool payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon (NYC) | Director of Finance, People Experience & Technology (PXT) | Sep 2022–Jan 2024 | Led finance org supporting PXT; oversight of reporting, planning, analytics for HR tech at scale . |
| Scholastic | SVP, Corporate Finance | Jan 2020–Aug 2022 | Ran corporate finance; reported to CFO; responsible for entire finance org (reporting to executive team/board) . |
| Alvogen Inc. | VP, Global FP&A & Chief of Staff to CFO | Feb 2018–Jan 2020 | Led consolidated reporting to executive team/board; FP&A for global pharma operations . |
| Alvogen Inc. | Various finance roles | Mar 2012–Jan 2018 | Progressive finance leadership across manufacturing/marketing-focused pharma enterprise . |
| Lockheed Martin; Ford; Honeywell | Various finance leadership roles | 2000–2012 | Finance roles across aerospace, autos, and industrials; broad functional experience . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $204,327 (partial year) | $625,000 |
| Target Bonus (% of Salary) | 50% (FY2024 bonus pro-rated; minimum guaranteed $200,000) | 50% |
| Actual Bonus Paid ($) | $200,000 (guaranteed minimum) | $229,965 |
| All Other Compensation ($) | $7,153 | $10,423 |
Performance Compensation
STIP Design and FY2025 Outcome (CFO)
| Component | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| Corporate Operating Income | 70% | Bonus target 50% of salary | 61% corporate pool vs target; overall CFO bonus achievement 74% | $229,965 | FY2025 Corporate Operating Income: $35.82M vs $44.54M target; pool payout 60.84% . |
| Department Budget Objective | 20% | Included in 50% bonus target | Contributed to 74% achievement | Included in $229,965 | — |
| Individual Performance | 10% | Included in 50% bonus target | Contributed to 74% achievement | Included in $229,965 | — |
Equity Awards (FY2024–FY2025 Grants)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual LTIP) | 10/01/2024 | 9,730 | $299,976 | 33 1/3% annually over 3 years | — |
| PSUs (annual LTIP) | 10/01/2024 | Target 6,487; Threshold 3,244; Max 12,974 | $199,994 (at target) | Vests on 3rd anniversary based on 3 one-year performance periods | Average annual adjusted EBITDA and Net Revenue growth for FY2025–FY2027 |
| One-time new hire RSUs | 01/22/2024 | Determined by grant FMV; 2,040 unvested at 5/31/2025 | Part of $200,000 sign-on equity (60% RSUs) | 33 1/3% annually over 3 years | — |
| Stock Options (new hire) | 01/22/2024 | 2,161 exercisable; 4,323 unexercisable | Part of $200,000 sign-on equity (40% options) | Typically 33 1/3% annually; 7-year term for recent grants | — |
| Option Strike/Expiry | 01/22/2024 | — | — | Strike $39.21; Expiry 01/22/2031 | — |
Option exercises and stock vested (FY2025): 1,020 RSUs vested for Glover; value realized $19,706 (based on closing price on vest dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 7,082 shares; less than 1% of class . |
| Breakdown | 598 directly held; 2,161 options exercisable within 60 days; excludes 4,323 unvested RSUs noted in footnote (company disclosure) . |
| Unvested RSUs at 5/31/2025 | 2,040 (1/22/2024 grant); 9,730 (10/01/2024 grant); combined market value $203,268 (at $17.27 close) . |
| Unvested PSUs at 5/31/2025 | 6,487 target; market value $112,030 (at $17.27 close) . |
| Options Outstanding | 2,161 exercisable; 4,323 unexercisable (1/22/2024 grant) . |
| Stock Ownership Guidelines | CFO must own 2× base salary in Common Stock; 6-year phase-in; Glover is in year two as of 5/31/2025 . |
| Hedging/Pledging Policy | Company prohibits short sales and certain derivatives; pledging allowed case-by-case (e.g., Director Barge pledges 14,570 shares). No pledging by Glover disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Reporting | Appointed CFO Dec 13, 2023; effective Jan 22, 2024; reports to CEO Peter Warwick . |
| Base Salary | $625,000 . |
| STIP | Target bonus 50% of salary; FY2024 bonus pro-rated with minimum $200,000 . |
| Sign-on Equity | $200,000 value: 60% RSUs / 40% options; vests in equal annual installments over 3 years . |
| Ongoing LTIP Eligibility | Target annual equity grant value $500,000 beginning Sep 2024 at HRCC discretion . |
| Severance (without cause) | 24 months’ salary if terminated prior to Jan 2027 . |
| CIC/Death/Disability Equity Values | As of 5/31/2025: PSUs $112,030; RSUs $203,268; options $0; CIC severance for Glover not specified (Total CIC equity value $315,298; severance line shows $0) . |
Performance & Track Record
- FY2025 operating income increased 9.0% and revenues increased 2.0% YoY, after declines in FY2024; proxy cites operating income as the most important measure linking pay to performance .
- FY2025 STIP pool funded at 60.84% of target based on Corporate Operating Income of $35.82M (80.4% of target), with CFO actual bonus achievement at 74% of target .
Compensation Structure Analysis
- Mix trends: As a new CFO, compensation includes base pay, annual cash bonus and meaningful equity (sign-on RSUs/options and ongoing RSUs/PSUs), with PSUs tied to multi-year growth, increasing at-risk pay tied to performance .
- Equity shift: Use of RSUs and PSUs vs options for annual LTIP aligns with industry practice to balance retention and performance; options appear only in sign-on award .
- STIP rigor: Corporate Operating Income below target drove reduced pool (60.84%), evidencing payout sensitivity to financial results; CFO still achieved 74% due to departmental and individual components .
- No disclosed clawbacks/tax gross-ups specific to Glover in filings reviewed; company insider trading policy includes hedging prohibitions .
Employment Terms – Severance and Change-in-Control Economics
| Scenario | Severance Cash | Equity (PSUs) | Equity (RSUs) | Options | Total |
|---|---|---|---|---|---|
| Involuntary (Not for Cause) | $1,250,000 | $0 | $0 | $0 | $1,250,000 |
| Death/Disability | $0 | $112,030 | $203,268 | $0 | $315,298 |
| Change-in-Control | $0 (no CIC severance specified) | $112,030 | $203,268 | $0 | $315,298 |
Risk Indicators & Red Flags
- Pledging: Company permits pledging in limited cases; one director disclosed pledged shares. No pledging disclosed for Glover, reducing collateralization risk .
- Hedging: Prohibitions on short sales and certain derivatives in insider trading policy; adds alignment protection .
- Pension/Deferred Comp: No pension plan; no nonqualified deferred comp activity by Glover in FY2025, limiting hidden entitlements .
Equity Ownership & Vesting Schedule Details
| Instrument | Vesting Schedule | Next Key Vest Dates |
|---|---|---|
| RSUs (01/22/2024 grant) | 33 1/3% annually over 3 years | 01/22/2025 (1,020 vested), 01/22/2026, 01/22/2027 |
| RSUs (10/01/2024 grant) | 33 1/3% annually over 3 years | 10/01/2025, 10/01/2026, 10/01/2027 |
| PSUs (10/01/2024 grant) | 3 one-year performance periods; vests on 3rd anniversary based on EBITDA and Net Revenue growth | 10/01/2027 (subject to performance certification) |
| Options (01/22/2024 grant) | Typically 33 1/3% annually; strike $39.21; expiry 01/22/2031 | Annual tranches; maturation through 2026–2027 |
Expertise & Qualifications
- Education: BS Finance (Lehigh), MBA Finance (Binghamton) .
- Functional: Corporate finance leadership, FP&A, reporting to boards/executives; cross-industry exposure (tech, media, pharma, aerospace/industrial) .
Investment Implications
- Alignment: Significant PSUs tied to adjusted EBITDA and Net Revenue growth through FY2027 align CFO incentives to multi-year profitability and top-line expansion; RSUs add retention, options are out-of-the-money unless stock exceeds $39.21, reinforcing value creation orientation .
- Retention risk: Contractual 24 months’ salary severance if terminated without cause prior to Jan 2027 reduces near-term turnover risk; absence of CIC cash severance indicates limited windfall risk in transaction scenarios .
- Selling pressure: Modest near-term RSU vesting (e.g., 1,020 units vested Jan 2025) suggests limited incremental selling overhang from CFO grants; total beneficial ownership is <1% of shares, tempering insider ownership signals .
- Pay-for-performance: FY2025 STIP outcomes reflect disciplined linkage to operating income; future PSU vesting depends on hitting EBITDA/revenue goals, making performance execution in FY2025–FY2027 pivotal for realized pay and investor alignment .