Peter Warwick
SCHOLASTICAbout Peter Warwick
Peter Warwick is President and Chief Executive Officer of Scholastic (appointed August 1, 2021) and a director since 2014; he is 73 years old and has over 40 years in publishing and information services, including senior global leadership at Thomson Reuters and Pearson plc . Under his tenure, compensation for the CEO has aligned to Corporate Operating Income via the STIP; FY2025 Corporate Operating Income was $35.82 million vs a $44.54 million target (payout at ~61%), with revenues rebounding slightly (+2.0% YoY) and operating income up 9.0% YoY . Pay-versus-performance data show Company TSR of $66.04 (value of a $100 investment since May 31, 2020) vs peer TSR of $371.54 in FY2025; net loss was $(1,887,295) and operating income $15,794,114 in FY2025 . Board independence is maintained through a Lead Independent Director (James W. Barge) and executive sessions; Warwick serves on the Executive Committee with Chair of the Board Iole Lucchese, indicating a dual role as CEO and director but not as Chair .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thomson Reuters | Chief People Officer | 2012–2018 | Led HR for >50,000 global employees; deep expertise in human capital and global operations . |
| Thomson Reuters | COO, Professional division; CEO Thomson Reuters Legal; CEO Thomson Tax & Accounting; CEO Thomson Legal & Regulatory Asia Pacific | Not disclosed | Managed transition from print to digital; international executive experience across UK, APAC, US . |
| Pearson plc | Managing Director, Pitman Publishing; Deputy CEO, Longman; CEO, Pearson Professional | Not disclosed | Educational publishing leadership and business transformation over two decades . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,000,000 | $1,000,000; HRCC approved increase to $1,100,000 beginning Aug 1, 2025 |
| Target Bonus (% of Salary) | 125% | 125% | 125% |
| Actual STIP Bonus ($) | $1,250,000 | $0 | $760,511 (61% payout on Corporate Operating Income) |
Performance Compensation
- Short-Term Incentive Plan (STIP) design for CEO: 100% weighting on Corporate Operating Income; FY2025 target Corporate Operating Income $44.54M; actual $35.82M; payout 61% .
- FY2026 STIP continues same structure; Corporate Operating Income target $59.91M (illustrative payout schedule maintained) .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2025 STIP | Corporate Operating Income | 100% | $44.54M | $35.82M | 61% of target bonus; $760,511 | Annual cash payout |
| FY2024 Equity (granted FY2025) | PSUs (Performance Stock Units) qualitative metrics: cost-saving initiatives; new growth strategies; Board strategic assessment; 9 Story integration; CEO succession | 100% | $1,000,000 grant at target; 26,420 PSUs | “Fully achieved” at target | 26,420 shares issued | One-year vesting; vested July 15, 2025 |
| FY2025 Equity (Jul 1, 2024) | RSUs + Stock Options (additional annual award recommended by HRCC amendment) | RSUs 75%; Options 25% | RSUs 10,572; Options 10,246 | N/A | Grant-date fair value: RSUs $374,989; Options $125,001 | RSUs 100% vest after 1 year; options 7-year term |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Total beneficial ownership (Common Stock) | 160,678 shares (82,139 directly; 3,831 options exercisable under 2007 Plan; 43,153 options exercisable under 2011 Plan; 17,750 options exercisable under 2017 Plan) . |
| Ownership as % of Common shares outstanding | ~0.66% (160,678 / 24,272,263) . |
| Unvested RSUs (May 31, 2025) | 10,572 shares; market value $182,578 . |
| Unvested PSUs (May 31, 2025) | 26,420 shares; market value $456,273 . |
| Options – exercisable | 64,734 (sum of exercisable options across plans) . |
| Options – unexercisable | 10,246 (grant 7/01/2024, exercise price $35.47, expires 7/01/2031) . |
| Option exercises in FY2025 | 0 . |
| Stock vested in FY2025 | 35,530 shares vested; value realized $1,265,329 . |
| Pledging / hedging | Company prohibits short sales and certain hedging; pledging permitted case-by-case (Barge has pledged shares). No pledge disclosure for Warwick . |
| Stock ownership guidelines | CEO must hold 3x base salary; Warwick in year 4 of 6-year phase-in . |
| Compliance status | Phase-in period ongoing; specific compliance level not disclosed . |
Employment Terms
| Term | Details |
|---|---|
| Role start date and term | CEO effective Aug 1, 2021; initial 3-year term . |
| Auto-renewal | Amended Oct 4, 2023 to continue year-to-year if both parties agree by Jan 31 annually; extended through July 31, 2026 . |
| Base salary | Initially $1,000,000; increased to $1,100,000 beginning Aug 1, 2025 . |
| Target bonus | STIP-based; maximum target opportunity 125% of base salary . |
| Annual equity | PSUs with target fair value $1,000,000 per year; in 2023 amendment, additional annual $500,000 award (75% RSUs, 25% options), 1-year vest, options 7-year term . |
| Severance (no CoC) | Present value of remaining base salary through term end; 18 months COBRA; accelerated vesting of RSUs/PSUs at target and options; partial-year discretionary bonus if criteria met . |
| Severance (CoC + Good Reason) | Twice the present value of remaining base salary; 18 months COBRA; accelerated vesting to full for RSUs/PSUs at target and options (double-trigger) . |
| Clawback | Not specifically disclosed . |
| MSPP/Deferred comp | Eligible for MSPP deferrals; FY2025 nonqualified deferred comp contributions $0; aggregate balance $0 . |
| Pension | Company does not currently maintain a pension plan . |
Multi-year Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $1,000,000 | $1,000,000 | $1,000,000 |
| Stock Awards ($) | $999,966 | $999,965 | $1,374,986 |
| Option Awards ($) | $0 | $0 | $125,001 |
| Non-Equity Incentive Plan Compensation ($) | $1,250,000 | $0 | $760,511 |
| All Other Compensation ($) | $50,395 | $38,626 | $40,015 |
| Total ($) | $3,300,361 | $2,038,591 | $3,300,513 |
Board Governance
- Board service: Director since 2014; currently serves on the Executive Committee (with Chair Iole Lucchese); no Executive Committee meetings held in FY2025 .
- Independence: All FY2025 directors were independent except Warwick and Lucchese (executive officers) .
- Lead Independent Director: James W. Barge, with annual retainer $25,000; presides over regular executive sessions of independent directors .
- Attendance: Five regular and one special Board meeting in FY2025; all incumbent directors attended ≥75% of meetings and relevant committee meetings .
Compensation Architecture, Peer Group and Say-on-Pay
- Program design: Base salary, STIP annual incentive, long-term RSUs/PSUs/options; PSUs tied to annual net revenue and adjusted EBITDA growth over three one-year periods with vesting at third anniversary (post Sept 2024 design) .
- Peer group (FY2025 reference frame): The New York Times Company, Perdoceo Education, Pearson, E.W. Scripps, Graham Holdings, Stride, John Wiley & Sons; no target percentile benchmarking; Pay Governance LLC serves as independent consultant .
- Say-on-Pay: Class A stockholders approved FY2024 NEO compensation; next advisory vote scheduled for FY2026 compensation, consistent with triennial cadence .
Risk Indicators & Red Flags
- Late Form 4: One Form 4 reporting RSU/option grants for Warwick was filed late in FY2025 .
- Hedging/pledging: Hedging restricted; pledging allowed case-by-case; specific pledge noted for Barge; no Warwick pledge disclosures .
- Related party transactions: Company generally avoids related person transactions; Audit Committee oversight; Code of Ethics framework and waiver disclosures .
Performance & Track Record
| Measure | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Company TSR (value of $100 investment) | 117.45 | 133.08 | 153.57 | 132.86 | 66.04 |
| Peer Group TSR (value of $100 investment) | 205.17 | 198.75 | 190.82 | 245.04 | 371.54 |
| Net Income/(Loss) ($) | (11,007,069) | 80,915,979 | 86,322,599 | 12,126,191 | (1,887,295) |
| Operating Income/(Loss) ($) | (22,723,408) | 97,377,254 | 106,294,472 | 14,550,314 | 15,794,114 |
- FY2025 narrative: Operating income increased 9.0% and revenues rebounded 2.0%; FY2024 saw declines across net income, operating income and TSR vs FY2023 .
- Strategic execution: HRCC certified full achievement of qualitative PSUs tied to cost-savings, growth initiatives, Board strategic assessment, 9 Story integration, and succession planning .
Investment Implications
- Pay-for-performance alignment: CEO annual incentive is fully tethered to Corporate Operating Income with transparent targets and payouts; FY2025 payout at 61% indicates discipline when targets are not met .
- Equity-driven incentives and vesting: Significant equity mix (PSUs/RSUs/options), with accelerated vesting on certain terminations and change-of-control; the 2023 amendment adds a one-year RSU/option grant, modestly increasing near-term vest pressure but options only create value with stock appreciation .
- Ownership alignment: CEO holds ~0.66% of Common Stock-equivalent and is subject to 3x salary ownership guidelines with a six-year phase-in; no hedging and no pledging disclosures for Warwick support alignment and reduce forced-seller risk .
- Retention and CoC economics: Double-trigger CoC severance at 2x present value of remaining salary plus full acceleration provides security but could create event-driven dilution depending on PSUs/RSUs outstanding; non-CoC severance based on remaining term incentivizes contract renewals .
- Trading signals: FY2025 saw substantial stock vesting (35,530 shares) and no option exercises, suggesting limited immediate selling pressure; watch for MSPP deferral elections and upcoming vest schedules (one-year awards and three-year PSUs) that could create periodic liquidity needs .