Kaya Henderson
SCHOLASTICAbout Kaya Henderson
Kaya Henderson (age 55) is an independent director of Scholastic Corporation, serving since 2024; she is Executive Vice President and Executive Director for the Center of Rising Generations at the Aspen Institute. Her background includes serving as CEO of Reconstruction US, and previously Deputy Chancellor, Interim Chancellor, and Chancellor of District of Columbia Public Schools, with education credentials from Georgetown University (BS in Foreign Service, MA in Leadership, honorary doctorates) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| District of Columbia Public Schools | Deputy Chancellor; Interim Chancellor; Chancellor | 2007–2016 | Led improvements in enrollment, graduation rates, reading and math performance; expanded advanced course options; work on teacher retention |
| Reconstruction US | Chief Executive Officer | Launched April 2020; prior to 2025 | Co-founded and led supplemental K-12 curriculum focused on Black culture and contributions |
| Teach for America | Executive Director, Washington, D.C.; Spanish teacher (NYC) | Early career; six years in roles of increasing responsibility | Teaching and leadership roles; community impact |
| The New Teacher Project | Partner; Vice President for Strategic Partnerships | Seven years | Strategy and partnerships in teacher pipeline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Institute – Center of Rising Generations | Executive Vice President and Executive Director | Current | Leads development and leadership journeys for children and young adults; first EVP/ED for Rising Generations |
| Georgetown University | Distinguished Scholar in Residence (prior role) | Prior | Academic engagement; not a corporate directorship |
| The Broad Center | Superintendent in Residence (prior role) | Prior | Leadership development role |
| Chan Zuckerberg Initiative | Fellow (prior role) | Prior | Fellowship; not a corporate directorship |
Board Governance
| Item | Details |
|---|---|
| Board tenure at SCHL | Director since 2024 (elected March 2024 to fill vacancy) |
| Independence | Independent director; Board determined all directors except CEO Peter Warwick and Chair Iole Lucchese were independent in FY2025 |
| Committees | Human Resources & Compensation Committee (HRCC) member; current HRCC members: Linda Li (Chair), Milena Alberti, James W. Barge, Kaya Henderson |
| Attendance | FY2025: Five regular Board meetings and one special; all incumbent directors attended ≥75% of Board and committee meetings of membership |
| Lead Independent Director | James W. Barge; annual retainer for LID role $25,000 |
| Board structure | Dual-class voting (Class A elects majority); Common Stock elects at least one-fifth of Board |
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 95,000 | Standard Outside Director retainer |
| Committee chair fees | 0 | HRCC chair fee is $15,000 but Henderson is not chair |
| Audit chair fee | 0 | Audit chair fee is $20,000; not applicable |
| Lead Independent Director fee | 0 | LID fee $25,000; not applicable |
| Meeting fees | 0 | No separate meeting fees disclosed |
| Total cash fees earned | 95,000 | Per Director Compensation table |
Stock ownership guidelines for Outside Directors require ownership equal in value to at least 3× the annual cash retainer ($95,000), with a five-year phase-in period after becoming subject to the guideline .
Performance Compensation
| Grant Feature | FY2025 Detail |
|---|---|
| Equity type | Restricted Stock Units (RSUs) – annual Outside Director grant |
| Grant date | September 18, 2024 (2024 Annual Meeting) |
| Grant value (fair value) | $124,970 |
| Fair value per RSU | $31.88 per RSU at grant |
| RSUs outstanding at 5/31/2025 | 3,920 units |
| Vesting | Earlier of first anniversary or next Annual Meeting; 2024 grant vests September 17, 2025 |
| Deferral election (directors) | RSU deferral allowed under amended 2017 Plan; current participants: Alonso, Barge, Dumont, Guerrier; Henderson not listed |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Public company committee roles |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in SCHL proxy |
No disclosed interlocks with SCHL competitors, suppliers, or customers in proxy biographies. Related-party transactions are reviewed and approved by the Audit Committee; none involving Henderson are disclosed .
Expertise & Qualifications
- Executive leadership in public education and mission-driven organizations; operational responsibility as DCPS Chancellor with measurable improvements in enrollment, graduation, and academic performance .
- Experience in teacher pipeline and retention (Teach for America; The New Teacher Project) .
- Strategic leadership in education technology and supplemental curriculum (Reconstruction US) .
Equity Ownership
| Metric | Amount |
|---|---|
| Direct Common shares | 3,192 |
| RSUs scheduled to vest within 60 days (from Record Date) | 3,920 |
| Total beneficial ownership (Common equivalent) | 7,112 |
| Common shares outstanding (Record Date) | 24,272,263 |
| Ownership as % of Common outstanding | ~0.029% (7,112 / 24,272,263) |
No shares pledged or hedging activities disclosed for Henderson; the company restricts certain hedging activities and permits pledging only occasionally (example noted for James Barge) .
Governance Assessment
- Strengths: Independent status; HRCC membership aligns with human capital and compensation oversight; attendance meets minimum thresholds; outside director equity grants align incentives via RSUs; director stock ownership guidelines promote alignment (3× retainer, 5-year phase-in) .
- Potential risks/RED FLAGS: Dual-class voting concentrates control with Class A stockholders, potentially diluting Common Stockholder influence over board composition and governance priorities . Limited disclosure of individual attendance beyond ≥75% threshold constrains granular assessment of engagement .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Henderson; related party procedures are overseen by the Audit Committee, and the Code of Ethics prohibits undisclosed conflicts .
- Compensation mix signals: Outside Director compensation is balanced between fixed cash retainer ($95k) and time-based RSUs ($125k) without options in FY2025; no performance-conditioned equity for directors (reduces risk of short-termism but less performance linkage) .