Iole Lucchese
SCHOLASTICAbout Iole Lucchese
Chair of the Board and Executive Vice President, Chief Strategy Officer and President, Scholastic Entertainment; age 58; director since 2021 with ~30 years at Scholastic (Canada leadership, corporate strategy, entertainment) driving expansion of publishing and brand reach, digital content modernization and direct-to-parent e-commerce strategy . Company performance context during her recent tenure: fiscal 2025 operating income increased 9.0% YoY and revenues rose ~2.0% (Company TSR value of $100 investment fell to 66.04 by FY2025; FY2025 net loss $(1.9)M, operating income $15.8M) . She is not an independent director due to her executive role; governance mitigants include a Lead Independent Director (James W. Barge) presiding over executive sessions and fully independent key committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scholastic Canada | Co‑President; later President | Not disclosed | Significant expansion of publishing and distribution; cemented #1 position in Canadian children’s books . |
| Scholastic Entertainment | President | Not disclosed | Rapid expansion of award‑winning division; extended IP into new formats, audiences, and brand strength . |
| Scholastic Corporation | EVP & Chief Strategy Officer | Not disclosed | Advanced cross‑company strategic and creative initiatives; digital content and e‑commerce modernization; direct‑to‑parent approach . |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Estate of M. Richard Robinson, Jr. | Special Executor (appointed July 1, 2021); Preliminary Co‑Executor with Andrew S. Hedden | Since 2021 | Oversees substantial Class A and Common holdings; involved in an April 2024 related‑party share repurchase reviewed/approved by independent directors and advisers . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 800,000 | 816,731 (3.1% increase, Sep 2024 tied to 9 Story expansion) |
| Target Bonus (% of base) | Not disclosed | 50% | 100% (increased Sep 2024) |
| Actual STIP Bonus ($) | 520,000 | 40,000 | 463,302 |
| All Other Compensation ($) | 76,629 | 25,530 | 30,874 |
| Total Compensation ($) | 1,996,619 | 1,465,522 | 2,210,896 |
Performance Compensation
Annual STIP (FY2025)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Operating Income (Company‑wide) | 60–70% of her allocations (mix by function) | $44.54M | $35.82M (80.4% of target) | 60.84% of target pool |
| Division Operating Income (SEI, as applicable) | 30% (for SEI oversight) | Not disclosed | Not disclosed | Included in overall payout |
| Departmental Budget Objective (Comms/Strategy) | 20% (for staff functions) | Not disclosed | Not disclosed | Included in overall payout |
| Individual Performance | 10% (all NEOs except CEO) | Not disclosed | Not disclosed | Included in overall payout |
| Overall STIP result (I. Lucchese) | — | 100% of base | — | Paid at 64% of target = $463,302 |
Notes:
- Her FY2025 responsibilities spanned SEI (35% of STIP with 60/30/10 weighting), Corporate Communications/Creative Development (30% with 70/20/10), and Corporate Strategy (35% with 70/20/10) .
- The STIP payment curve: 75% of target Corporate Operating Income ($33.41M) yields 50% payout; 100% ($44.54M) yields 100%; 150% ($66.82M) yields 150% (illustrative) .
Long‑Term Incentives
| Award Type | Grant Date | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | 10/01/2024 | 17,516 units; $ value in Grants table | 33⅓% annually over 3 years | Time‑based (dividend equivalents accrue) |
| PSUs (target) | 10/01/2024 | 11,676 units (threshold 5,838; max 23,352); $359,971 FV | Cliff vest on 3rd anniversary, based on 3 one‑year goal periods (FY25–FY27) | Annual Net Revenue growth and Adjusted EBITDA growth; vest at actual/target per plan |
Shift in equity mix: beginning September 2024, PSUs replaced most stock option grants, paired with RSUs; options now used on a limited basis (more performance‑aligned equity, less option risk) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership – Class A | 445,452 shares (53.8% of Class A) . |
| Beneficial Ownership – Common | 1,263,225 shares (including 60‑day exercisable options/RSUs; 5.2% of Common) ; management table shows 1,225,406 Common for her line (different counting set) . |
| Components (60‑day window) | Options exercisable: 53,051 (2021 Plan) + 120,836 (2011 Plan) = 173,887; RSUs scheduled to vest: 2,838; additional unvested RSUs excluded: 24,010 . |
| Outstanding Awards at 5/31/2025 | Unvested RSUs: 17,516 ($302,501); recent PSUs (three‑year PSU): 11,676 ($201,645); multiple legacy options outstanding with varying strikes/expirations . |
| Stock Ownership Guidelines (senior management) | Requirement: 2x salary (CEO 3x); phased over 6 years; Lucchese at 160% of required level (excluding Estate‑attributed shares) by FY2025 . |
| Hedging/Pledging | Hedging (short sales, uncovered options, puts) prohibited by insider policy; pledging permitted on occasion (example: Lead Independent Director Barge has 14,570 shares pledged); no Lucchese pledges disclosed . |
Employment Terms
| Provision | Terms / Amounts |
|---|---|
| Individual employment agreement | Not disclosed for Ms. Lucchese (CEO/CFO employment contracts are disclosed; hers are not) . |
| Severance multiple | Not disclosed; Company notes no general severance policy; retirement/death/disability/change‑in‑control outcomes governed by equity plans/MSPP . |
| Equity treatment – retirement | RSUs: accelerate for grants >1 year old; PSUs: vest based on actual after 3‑year period; options continue vesting and exercisable for 3 years (retirement defined as age ≥55 and ≥10 years’ service) . |
| Equity treatment – death/disability | RSUs: vest in full; PSUs: vest in full at target (death), or at actual after 3 years (disability); options vest and are exercisable for 1 year . |
| Change‑in‑control (plan discretion) | HRCC may accelerate vesting of RSUs/PSUs/options; illustrative potential payout for Lucchese at 5/31/2025: $665,309 (RSUs+PSUs market value at $17.27) . |
| Illustrative equity value by scenario (as of 5/31/2025) | Normal retirement: $161,164; Death/Disability: $665,309; Change‑in‑control: $665,309 (options value shown as $0 in Lucchese line; RSU/PSU values at $17.27) . |
Board Governance (dual‑role implications)
- Role and independence: Chair of the Board and executive officer (EVP/CSO; President, Scholastic Entertainment); not independent under NASDAQ rules .
- Mitigations: Lead Independent Director (James W. Barge, $25,000 retainer) presides over independent executive sessions; Audit, HRCC, and Nominating committees are fully independent and meet regularly (HRCC meets at least quarterly; HRCC changed chair to Linda Li in 2025) .
- Committee service: Executive Committee member (with CEO Peter Warwick); no HRCC/Audit roles due to executive status .
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings in FY2025 .
Compensation & Incentives Details (selected)
| Data Point | FY2025 Detail |
|---|---|
| Equity grants mix | RSUs (17,516) + PSUs (target 11,676) on 10/01/2024; options not granted to her in FY2025 annual cycle . |
| Vesting cadence | RSUs vest 33⅓% annually over 3 years; PSUs vest on 3rd anniversary based on three one‑year Net Revenue and Adjusted EBITDA goals . |
| Bonus formula alignment | Multi‑functional STIP metric allocations to reinforce cross‑company collaboration (Corporate OI weighted 60–70%) . |
| Ownership alignment | Meets senior management ownership guidelines at 160% of required (excluding Estate‑attributed shares) . |
| Clawback / hedging | Insider policy prohibits hedging (short sales, uncovered options, puts); clawback provisions not specifically disclosed; late Section 16 filings noted for FY2024 (company‑wide) . |
Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback
- Peer group: FY2025—The New York Times Company, Perdoceo Education, Pearson plc, E.W. Scripps, Graham Holdings, Stride, John Wiley & Sons; PowerSchool removed post acquisition; Company reviews peers as frame of reference and does not target a percentile .
- Say‑on‑pay: Class A Stockholders approved NEO compensation in 2023; advisory vote frequency set to triennial—next vote will be on FY2026 compensation .
Related‑Party Transactions and Other Indicators
- April 18, 2024 repurchase of 400,000 Common shares from the Estate (co‑executed by Lucchese and Hedden) for $13.4M at a 3.8% discount to then‑market; reviewed/approved at a special Board meeting without Lucchese participating, with Audit Committee oversight and independent advice .
- Section 16 reporting: FY2024 noted multiple late filings across several insiders, including grants to Ms. Lucchese (process robustness consideration) .
Investment Implications
- Alignment: Elevated at‑risk pay via PSUs and RSUs (post‑Sept 2024 shift) and 100% STIP target of base for FY2025 across multiple cross‑company goals indicate tightened pay‑for‑performance linkage; she exceeds ownership guidelines, excluding Estate holdings .
- Retention and supply dynamics: RSU vesting in equal thirds over three years (2024 grants) and PSU cliff in 2027 can create periodic Form 4 activity and potential selling pressure; however, Company has hedging prohibitions and no disclosed Lucchese pledges (only Barge’s pledge) .
- Governance risk/mitigants: Dual role (Chair + executive) is offset by Lead Independent Director structure and fully independent key committees; attendance and committee cadence are solid .
- Overhang/watch items: Estate holdings (where Lucchese is Special Executor) and related‑party transactions are handled with independent oversight; monitor further dispositions or repurchase agreements for trading impact .
- Performance backdrop: FY2025 STIP paid at 64% for Lucchese as Corporate Operating Income missed target but cleared threshold; Company operating income and revenue improved modestly, yet TSR remains pressure point—keep an eye on PSU performance outcomes tied to Net Revenue and Adjusted EBITDA through FY2027 .