Linda Li
SCHOLASTICAbout Linda Li
Linda Li, age 37, is an independent director of Scholastic Corporation, serving since 2022. She is Chief of Staff to the CEO and VP, Strategic Operations at Pinterest; previously SVP & GM of Wirecutter at The New York Times, with earlier roles at Facebook, The New York Times, Lending Club, and as Chief of Staff to the Chairman & Managing Director of McKinsey Asia. She holds an AB with distinction, an MBA, and an MPP from Harvard University, and brings deep experience in strategic operations, technology leadership, and digital content production .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times (Wirecutter) | SVP & GM | — | Transformed Wirecutter into the leading product recommendation service in the U.S. |
| Strategy/Product roles | — | Led strategy and product launches (details not further disclosed) | |
| The New York Times | Strategy/Product roles | — | Led strategy/product initiatives (details not further disclosed) |
| Lending Club | Strategy/Product roles | — | Product/strategy leadership (details not further disclosed) |
| McKinsey & Company (Asia) | Chief of Staff to Chairman & Managing Director | — | Senior advisory/operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chief of Staff to the CEO and VP, Strategic Operations | Current | Executive role in consumer technology; no related-party transactions disclosed by SCHL |
Board Governance
| Item | Detail |
|---|---|
| Committees | Chair, Human Resources & Compensation Committee (HRCC); Member, Technology, Data and Supply Chain Committee (TDSC) |
| Independence | HRCC and TDSC composed solely of independent directors under NASDAQ standards |
| Attendance | All incumbent directors attended at least 75% of Board and committee meetings in FY2025 |
| Board meetings FY2025 | 5 regular, 1 special |
| HRCC meetings FY2025 | 5 regular, 1 special |
| TDSC meetings FY2025 | 5 meetings |
| Lead Independent Director | James W. Barge; presides over executive sessions of independent directors |
| HRCC report | As HRCC Chair, Li signed the HRCC report recommending inclusion of CD&A in the proxy and 10-K |
| Interlocks | No HRCC member was an officer/former officer of SCHL; no HRCC member is an executive officer of an entity where a SCHL executive serves as a director (no interlocks) |
| Risk oversight | TDSC oversees cybersecurity, data protection/privacy, technology, supply chain risks; HRCC oversees compensation/retirement program risks |
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fee Eligibility | Notes |
|---|---|---|---|
| FY2025 | $95,000 | HRCC chair fee rate $15,000; Audit $20,000; Lead Independent Director $25,000; other committee chairs $15,000 | Li designated HRCC Chair on July 16, 2025 (designation date disclosed; specific incremental cash fee for FY2025 not separately itemized) |
Performance Compensation
| Grant Type | Grant Date | Number of RSUs | Grant Value ($) | Fair Value per RSU ($) | Vesting Term |
|---|---|---|---|---|---|
| Annual RSU (Outside Directors 2017 Plan) | Sep 18, 2024 | 3,920 | 124,970 | 31.88 | Earlier of first anniversary or next annual meeting; for 2024 grant, vests Sep 17, 2025 |
- No stock options granted to Outside Directors in FY2025; Li had options outstanding from prior years (see Equity Ownership) .
- Directors may elect RSU tax deferral under the 2017 Plan; current participants named do not include Li .
- Directors’ cash retainer deferral plan exists, but none of the Outside Directors currently participate .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No other public company board service for Li disclosed; HRCC interlocks explicitly negated for all members |
Expertise & Qualifications
- Significant executive and management experience; leadership over technology functions and digital content production; extensive strategic planning and operations experience .
- Education: AB with distinction, MBA, MPP from Harvard University .
- Sector experience: consumer technology, media, and operations, relevant to SCHL’s technology/data oversight through TDSC .
Equity Ownership
| Item | Shares/Status |
|---|---|
| Total beneficial ownership (Common) | 13,440; less than 1% of class |
| Directly held | 5,248 shares |
| Options exercisable within 60 days | 4,272 shares |
| RSUs scheduled to vest within 60 days | 3,920 shares |
| Options outstanding (total) | 4,272 options |
| Pledging/Hedging | No pledging disclosed for Li; company permits pledging in limited cases (example: Barge); insider trading policy prohibits certain hedging (short sales, uncovered calls/puts, put purchases) |
| Ownership guidelines | Outside Director stock ownership equal to 3x annual cash retainer ($95,000), five-year phase-in; counting Common held, RSUs/deferrals, and in-the-money value of vested options for compliance |
Governance Assessment
- Positives: Independent director; elevated to HRCC Chair in 2025, signaling board confidence in her compensation governance; active TDSC membership overseeing cybersecurity/data risks; documented HRCC use of an independent compensation consultant (Pay Governance LLC), determined independent and performing no other services for the company . Attendance thresholds met by all incumbents; Board runs executive sessions under a Lead Independent Director .
- Alignment: Annual director pay mix blends fixed cash retainer with 100% RSU equity grants for FY2025, vesting aligned to annual meeting timing; formal stock ownership guidelines (3x retainer) enhance skin-in-the-game over a measured phase-in period .
- Conflicts/Red Flags: No compensation committee interlocks; no related person transactions procedures violations disclosed; no hedging violations disclosed; no pledging disclosure for Li specifically. Company notes limited, permitted pledging (Barge) and general hedging restrictions; continued monitoring indicated . Based on proxy disclosures, no specific red flags tied to Li’s independence, attendance, or compensation.
Overall signal: As HRCC Chair with tech/data oversight experience, Li’s committee leadership and equity-linked director pay structure support investor confidence in compensation governance and technology risk oversight, with no disclosed related-party conflicts or attendance issues in FY2025 .