Milena Alberti
SCHOLASTICAbout Milena Alberti
Seasoned finance and media executive, age 52, appointed as an independent director of Scholastic Corporation in 2025. Former CFO at Getty Images and MediaMath, and long-tenured executive at Penguin Random House, including Global and U.S. CFO roles and Spanish-language publishing leadership. Education: BA, University of Pennsylvania; MBA, Harvard Business School. Current SCHL board tenure since July 16, 2025, with committee roles on Audit and Human Resources & Compensation (HRCC), both comprised of independent directors under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penguin Random House | Global and U.S. Chief Financial Officer; Spanish-language publishing leadership; M&A | Not disclosed | Led finance through largest merger in book publishing history |
| Getty Images, Inc. | Chief Financial Officer | Not disclosed | Corporate finance leadership at leading visual content company |
| MediaMath | Chief Financial Officer | Not disclosed | Finance leadership at demand-side programmatic platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pitney Bowes Inc. | Chair of the Board | Current | Board leadership; governance oversight |
| Allurion Technologies | Director; Audit Committee Chair | Current | Audit chair responsibilities; financial oversight |
| OverDrive | Director (private) | Current | Digital library distribution board role |
| International Literary Properties | Director (private) | Current | Publishing IP board role |
| Simulmedia | Director (private) | Current | TV advertising board role |
| National Public Radio (NPR) | Director (non-profit) | Current | Public media governance |
| Jumpstart (early education) | Director (non-profit) | Current | Early education governance |
| Digimarc Corporation | Director (prior) | Prior | Board service (prior tenure) |
| Univ. of Pennsylvania Executive Fund | Director (prior) | Prior | Investment/oversight role (prior) |
Board Governance
- Committee assignments: Audit Committee member (appointed July 16, 2025); HRCC member (post-July 16, 2025 restructuring; HRCC now chaired by Linda Li) .
- Independence: All Audit and HRCC members are independent under NASDAQ and SEC rules .
- Attendance: In FY2025, the Board held five regular and one special meeting; all incumbent directors attended at least 75% of Board and committee meetings. Alberti joined post-FY2025 year-end; future attendance will be tracked prospectively .
- Board leadership and executive sessions: Lead Independent Director is James W. Barge; independent directors meet in executive session regularly with the Lead Independent Director presiding .
- Technology, Data & Supply Chain oversight and ESG oversight are handled via dedicated committees reporting to the full Board .
Fixed Compensation
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $95,000 | Standard outside director retainer |
| Committee chair fees | $15,000 (TD&S, Nominating & Governance, HRCC); $20,000 (Audit Chair) | Alberti is a member, not a chair, at SCHL |
| Lead Independent Director fee | $25,000 (to Barge) | Role-based fee to Lead Independent Director |
Performance Compensation
- Annual equity awards for outside directors were set at $125,000 in RSUs only for FY2025, with vesting on the earlier of one year from grant or next annual meeting; no performance-conditioned awards for directors disclosed. Outside directors may elect to defer RSU settlement under a tax-deferral program added in 2023; several outside directors currently participate (Alonso, Barge, Dumont, Guerrier) .
Other Directorships & Interlocks
- Current public company boards: Pitney Bowes (Chair), Allurion (Audit Chair) .
- Private/non-profit boards: OverDrive, ILP, Simulmedia, NPR, Jumpstart .
- Potential interlocks or conflicts: None disclosed between these entities and SCHL; Audit Committee reviews and approves related-party transactions, and Board followed procedures for the Estate share repurchase in FY2024 (see Risk Indicators) .
Expertise & Qualifications
- Corporate finance, M&A execution, media and publishing operations; governance experience across public/private boards; led finance in major industry consolidation. Education: BA (UPenn), MBA (Harvard), underpinning audit committee qualifications and strategic finance acumen .
Equity Ownership
| Holder | Shares Owned Directly | RSUs (near-term vest) | Options | % Outstanding |
|---|---|---|---|---|
| Milena Alberti | 0 | 784 RSUs scheduled to vest within 60 days of record date | Not disclosed | <1% (asterisk indicates less than 1%) |
- Outside Director stock ownership guidelines: Minimum holding equal to 3x annual cash retainer with five-year phase-in; applicable to non-executive directors (new since September 2023) .
- Deferral programs: Directors can defer cash retainers (treasury-rate interest) and, since 2023, elect tax-deferral on RSU settlement under the 2017 Plan; no disclosure of Alberti’s participation in deferral programs .
Governance Assessment
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Strengths: Dual committee roles (Audit; HRCC) enhance oversight of financial reporting and executive pay; broad CFO background and audit committee leadership at another public company align with SCHL’s needs; independence affirmed by committee composition standards .
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Alignment: RSU-based director equity and outside director ownership guidelines support long-term alignment; annual RSUs solely time-based (no performance features) are standard for directors .
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RED FLAGS and risk indicators (board-level context):
- Pledging permitted in limited cases under insider trading policy; disclosure of pledged shares by Lead Independent Director Barge constitutes an alignment concern although monitored by policy .
- Related-party transaction with the Estate of the former Chairman (private repurchase of 400,000 shares at discount), approved through Audit Committee processes with independent advisors; while procedurally vetted, such transactions warrant ongoing scrutiny .
- Section 16 reporting: FY2025 noted one late Form 4 (CEO equity grant timing); FY2024 had multiple late filings across officers and outside directors; no late filings disclosed for Alberti to date .
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Say-on-pay cadence: Class A stockholders hold advisory votes every three years; next vote in 2026 (FY2026 compensation), so director and executive pay practices will face formal stockholder feedback then .
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Compensation peer group (executive pay frame of reference): NYT, Perdoceo, Pearson, Scripps, Graham Holdings, Stride, John Wiley; PowerSchool removed post-acquisition (Oct 2024) .
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Meeting cadence and engagement: Board met 6 times in FY2025; committee rosters updated mid-2025 to add Alberti; HRCC quarterly cadence with formal July and September decision points suggests robust pay governance processes .
Net assessment: Alberti brings strong finance and media credentials plus active audit chair experience elsewhere; dual membership on SCHL’s Audit and HRCC is positive for board effectiveness. No specific conflicts disclosed; monitor adherence to outside director ownership guidelines over the phase-in period and any future related-party interactions through Audit Committee processes .