James Barge
SCHOLASTICAbout James W. Barge
Independent director of Scholastic Corporation; age 70; director since 2007. Currently Chief Financial Officer of Lions Gate Entertainment Corp. (Lionsgate). Prior roles include EVP/CFO of Viacom, SVP Controller/Chief Accounting Officer of Time Warner, and partner/national office leader at Ernst & Young; designated “financial expert” by Scholastic’s Board. Certified public accountant; serves as Lead Independent Director of Scholastic’s Board since 2015. Beneficially owns 61,934 shares of Common Stock; 14,570 of his directly held shares are pledged as collateral on a revolving credit line (red flag for alignment). Less than 1% ownership of outstanding Common Stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lions Gate Entertainment Corp. | Chief Financial Officer | Current | Executive Committee; oversight of financial operations and IT |
| Viacom Inc. | EVP & CFO; EVP Controller, Tax & Treasury | 2008–2012 | Corporate finance leadership |
| Time Warner Inc. | SVP Controller & Chief Accounting Officer | 2002–2007 | Company-wide financial oversight (including publishing units) |
| Ernst & Young | Area Industry Leader (Consumer Products); National Office Partner | Pre-1995–1995 | Resolution of SEC accounting/reporting matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lions Gate Entertainment Corp. | CFO | Current | Large-cap media; potential scheduling/time-commitment considerations |
| University of Georgia Terry College of Business | Emeritus Alumni Board member | Ongoing | Governance network |
Board Governance
- Committees: Audit Committee Chair; Human Resources & Compensation Committee member (joined July 16, 2025); Nominating & Governance Committee member .
- Lead Independent Director: Appointed in 2015; presides over executive sessions; annual LID retainer $25,000 .
- Independence: Board determined all directors other than the CEO (Warwick) and Chair (Lucchese) were independent in FY2025; Barge is independent .
- Attendance: FY2025 Board held 5 regular and 1 special meeting; all incumbents attended ≥75% of Board and committee meetings .
- Committee activity levels: Audit (5 meetings), HRCC (5 regular, 1 special), Nominating & Governance (3), Technology/Data/Supply Chain (5) .
- Related-party oversight: Audit Committee reviews and approves related party transactions; internal audit fully outsourced and reports to Audit Committee .
Fixed Compensation
| Component | FY2025 Amount ($) | Detail |
|---|---|---|
| Annual Board cash retainer | 95,000 | Standard for Outside Directors |
| Audit Committee Chair fee | 20,000 | Chair premium |
| Lead Independent Director retainer | 25,000 | Governance leadership |
| Total cash fees earned | 140,000 | Sum of retainer + chair + LID |
| Director Deferred Compensation Plan participation | 0 | No outside directors currently participate in cash deferral plan |
Performance Compensation
| Equity Element | Grant Value ($) | Instrument | Grant/Valuation Details | Vesting |
|---|---|---|---|---|
| Annual Outside Director RSU grant | 124,970 | RSUs | FY2025 value set at $125,000; fair value $31.88 per RSU; each OD had 3,920 RSUs outstanding at 5/31/25 | Earlier of first anniversary or next annual meeting (2025: vests Sep 17, 2025) |
| Options granted in FY2025 | 0 | N/A | FY2025 grants were entirely RSUs for ODs | N/A |
| RSU tax-deferral election | N/A | RSU deferral | Barge is an active participant (defers receipt of vested RSUs until board service cessation) | Shares plus credited dividends delivered within 30 days of cessation |
Notes:
- Outside Director Stock Incentive Plan (2017 Plan) governs RSU awards; automatic annual grants; Black-Scholes used for option valuation when applicable; FY2026 RSU value remains $125,000 .
- Amendment No. 1 seeks +100,000 shares reserved for the 2017 Plan (pending Class A approval) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Assessment |
|---|---|---|
| Lions Gate Entertainment Corp. | CFO | No Scholastic-related party transactions disclosed; HRCC interlock disclosure affirms no compensation committee interlocks (no executive officer of another entity where a Scholastic executive serves as director) |
Expertise & Qualifications
- Financial reporting, accounting, treasury, tax, risk management; CPA; designated “financial expert” for Audit Committee .
- Senior leadership across media conglomerates; technology and finance integration experience .
- Extensive SEC reporting and audit matter resolution background (E&Y national office) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common Stock held directly | 29,083 | Includes 14,570 shares pledged as collateral (red flag) |
| Options exercisable within 60 days (2007 Plan) | 3,831 | Beneficial ownership includes options exercisable within 60 days |
| Options exercisable within 60 days (2017 Plan) | 25,100 | Beneficial ownership includes options exercisable within 60 days |
| RSUs vesting within 60 days | 3,920 | FY2024 grant vesting at 2025 annual meeting |
| Total beneficial ownership (Common Stock) | 61,934 | <1% of Common Stock outstanding |
Governance Assessment
-
Strengths:
- Deep financial expertise; long-serving Audit Chair; designated financial expert improves financial oversight quality .
- Lead Independent Director role enhances board independence, agenda-setting, and executive session leadership .
- Independence affirmed; solid attendance; active on multiple core committees (Audit, HRCC, N&G) .
- Director stock ownership guidelines adopted (3x cash retainer; 5-year phase-in), plus RSU deferral option aligns interests over tenure .
-
Risks/Red Flags:
- Shares pledged as collateral: 14,570 pledged; company permits pledging case-by-case—this is a misalignment risk if margin calls force sales during stress; investors typically view pledging unfavorably .
- Multiple high-intensity roles: sitting CFO of Lionsgate while serving as Scholastic’s Lead Independent Director and Audit Chair may introduce time-commitment risk, though no related-party transactions or interlocks are disclosed .
- Tenure: Director since 2007; while no term limits, long tenure considered in re-nomination; retirement age policy at 75 (Barge is 70) .
-
Compensation alignment:
- Cash retainer plus modest chair/LID premia; equity entirely time-based RSUs for directors—no performance metrics tied to director compensation; alignment relies on stock value and ownership guidelines .
- No option grants in FY2025; equity mix shifted toward RSUs for outside directors .
-
Engagement signals:
- Audit Committee held 5 meetings; HRCC 6 total; N&G 3; executive sessions led by Barge; indicates high engagement cadence .
RED FLAG: 14,570 pledged shares may reduce alignment and increase forced-sale risk; continued monitoring advisable and investor engagement to encourage de-pledging .
Monitoring items: Confirm any evolving business relationships with Lionsgate; track RSU deferral balances, and compliance progress against outside director ownership guideline (individual compliance not disclosed) .