Jeffrey Mathews
SCHOLASTICAbout Jeffrey Mathews
Executive Vice President and Chief Growth Officer at Scholastic Corporation; joined on July 11, 2022 as EVP, Corporate Development & Investor Relations and was promoted to Chief Growth Officer with a special equity grant effective October 1, 2024, recognizing his expanded remit and role in bringing the 9 Story Media investment to fruition . FY2025 incentives tied primarily to Corporate Operating Income (COI); company-level performance included operating income +9.0% year-over-year and revenues +2.0% for FY2025 . FY2025 COI target was $44.54M, actual was $35.82M (80.4% of target), funding a bonus pool at 60.84% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scholastic Corporation | EVP, Corporate Development & Investor Relations | 2022–2024 | Led corporate development and IR; foundational work ahead of growth initiatives |
| Scholastic Corporation | EVP & Chief Growth Officer | 2024–present | Elevated focus on growth; credited for 9 Story Media investment opportunity; awarded $1.5M special RSU/PSU grant |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $398,462 | $560,000 | $560,000 |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Non-Equity Incentive (Actual Bonus, $) | $210,000 | $98,000 | $210,249 |
| All Other Compensation ($) | $15,944 | $22,217 | $10,238 |
| Total Compensation ($) | $1,609,338 | $1,080,212 | $2,680,448 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP (FY2025) | Corporate Operating Income | 70% (Dept group) | $44.54M | $35.82M (80.4% of target) | 60.84% of target pool | Cash bonus paid FY2025 |
| STIP (FY2025) | Departmental Budget Objective | 20% (Dept group) | Budget control vs plan | Not disclosed | Included in 75% achievement | N/A |
| STIP (FY2025) | Individual Performance | 10% | Annual review | Not disclosed | Included in 75% achievement | N/A |
| LTIP PSUs (2024 grant) | Net Revenue & Adjusted EBITDA growth | N/A | 3 one-year periods | Ongoing | Vests on 3rd anniversary at performance outcome | Generally vests 10/1/2027 |
| RSUs (2024 grant) | Time-based | N/A | 33⅓% per year | Ongoing | Time-vest | Vests 10/1/2025, 10/1/2026, 10/1/2027 |
Equity Ownership & Alignment
| Beneficial Ownership Breakdown (as of 7/23/2025) | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 56,193; <1% of class | Less than 1% |
| Directly held | 14,354 | Common Stock |
| Options exercisable within 60 days | 22,739 | Under 2021 Plan |
| RSUs scheduled to vest within 60 days | 19,100 | Under 2021 Plan |
| Outstanding Equity Awards (as of 5/31/2025) | Grant Date | Quantity | Terms |
|---|---|---|---|
| Options (exercisable) | 9/20/2022 | 9,055 | $42.28 strike; expires 9/20/2029; vests 33⅓% annually |
| Options (unexercisable) | 9/20/2022 | 4,528 | Same terms |
| Options (exercisable) | 9/26/2023 | 4,578 | $36.96 strike; expires 9/26/2030; vests 33⅓% annually |
| Options (unexercisable) | 9/26/2023 | 9,157 | Same terms |
| Unvested RSUs (market value) | 10/01/2024 | 32,112; $554,574 | RSUs vest 33⅓% annually; value at $17.27 close |
| Unvested PSUs (market value) | 10/01/2024 | 29,515; $509,724 | PSUs vest on 3rd anniversary at performance outcome; value at $17.27 |
| 2025 Grants Detail (Mathews) | Type | Grant Date | Threshold | Target | Maximum | Grant Date FV ($) |
|---|---|---|---|---|---|---|
| Annual RSUs | RSU | 10/01/2024 | — | 7,785 | — | $240,012 |
| Annual PSUs | PSU | 10/01/2024 | 2,595 | 5,189 | 10,378 | $159,977 |
| Special RSUs | RSU | 10/01/2024 | — | 24,327 | — | Included in $1.5M package |
| Special PSUs | PSU | 10/01/2024 | 12,163 | 24,326 | 48,652 | $749,971 |
Additional alignment policies: Senior Management Stock Ownership Guidelines require 2x base salary for NEOs with a six-year phase-in; compliance status for Mathews not disclosed . Insider trading policy prohibits certain hedging (short sales, uncovered options, put purchases); pledging permitted case-by-case, with disclosure of one director pledge; no pledging disclosed for Mathews .
Employment Terms
| Item | Detail |
|---|---|
| Employment start date & current role | Offer extended July 11, 2022; joined as EVP, Corporate Development & IR; promoted to Chief Growth Officer with special grant effective 10/1/2024 |
| Base salary | $560,000 per year |
| Target bonus | 50% of base salary (STIP) |
| Long-term equity target | $400,000 per annum beginning Sept 2022, at HRCC discretion |
| Special promotion grant | $1,500,000 aggregate value in RSUs (50%) and PSUs (50%) on 10/1/2024 |
| Severance (without cause) | 24 months’ salary ($1,120,000 at FY2025 rate) |
| Term/auto-renewal | Not specified in Mathews Offer (CEO has year-to-year; not applicable here) |
| Change-in-control treatment | HRCC has discretion to accelerate vesting of RSUs/PSUs/options; illustrative payout table assumes full vesting at target upon change-in-control |
| Non-compete/non-solicit | Not disclosed |
| Clawback/tax gross-ups | Not disclosed |
| Illustrative Potential Payouts (as of 5/31/2025) | Voluntary | For Cause | Involuntary (Not for Cause) | Retirement | Death/Disability | Change-in-Control |
|---|---|---|---|---|---|---|
| Severance ($) | $0 | $0 | $1,120,000 | $0 | $0 | $0 (no contractual severance disclosed for COC) |
| RSUs ($) | $0 | $0 | $0 | $0 | $741,660 | $741,660 |
| PSUs ($) | $0 | $0 | $0 | $0 | $509,724 | $509,724 |
| Options ($) | $0 | $0 | $0 | $0 | $0 | $0 |
| Total ($) | $0 | $0 | $1,120,000 | $0 | $1,251,384 | $1,251,384 |
Investment Implications
- Pay-for-performance: FY2025 bonus at 75% of target reflects COI shortfall vs target; compensation mix includes significant performance-based equity (PSUs) tied to revenue and adjusted EBITDA growth over three annual periods, strengthening alignment with value creation .
- Retention and selling pressure: Large October 2024 special RSU/PSU grants will drive scheduled RSU vesting on 10/1/2025–2027 and PSU vesting on 10/1/2027, creating potential liquidity events and insider selling pressure around vest dates; unvested RSUs (32,112; $554,574) and PSUs (29,515; $509,724) at 5/31/2025 underscore retention hooks .
- Alignment and risk: Beneficial ownership includes direct shares and near-term vesting RSUs, but overall stake is <1%; ownership guidelines require 2x salary over six years, with Mathews’ compliance status not disclosed, a monitoring item for alignment . Hedging is restricted; no pledging disclosed for Mathews, limiting misalignment risk .
- Contract economics: Severance of 24 months’ salary supports retention but adds cost in turnover scenarios; HRCC discretion to accelerate awards under change-in-control raises potential dilution but provides clear economics for executives in strategic transactions .
- Execution track record: Special promotion grant explicitly credited to Mathews’ role in the 9 Story Media investment, signaling Board confidence in his growth mandate amid modest FY2025 operating improvement (+9% YOY) and slight revenue rebound (+2%) . Company TSR metrics and FY2025 net income/operating income context should be considered when judging future payouts and PSU realizations .