Verdell Walker
SCHOLASTICAbout Verdell Walker
Independent director at Scholastic Corporation since 2021; age 38. Former Head of Programming, New Formats and earlier Head of Kids Audio Content at Spotify; prior experience at Mattel (Thomas & Friends), Sesame Workshop, The Wall Street Journal, and Goldman Sachs. Education: MBA, Harvard Business School; BA, Trinity College (Phi Beta Kappa); CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI/NACD). Classified as independent by NASDAQ standards; all incumbent directors met the ≥75% attendance threshold in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify USA Inc. | Head of Programming, New Formats; previously Head of Kids Audio Content | Nov 2020 – Aug 2023 | Led content strategy and innovation in kids/family audio |
| Mattel, Inc. | Global Brand & Content Marketing Manager (Thomas & Friends) | Not disclosed | Kids IP brand building and content marketing |
| Sesame Workshop | Various roles | Not disclosed | Children’s media development |
| The Wall Street Journal | Role not disclosed | Not disclosed | Consumer/content background |
| Goldman Sachs | Role not disclosed | Not disclosed | Early career experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships reported in proxy |
Board Governance
- Committees and roles:
- Technology, Data and Supply Chain Committee: Chair; held five meetings in FY2025. Focus on cybersecurity strategy, privacy/data governance, tech and supply chain risk oversight.
- Nominating and Governance Committee: Member; held three meetings in FY2025 (identifies director candidates, oversees governance guidelines and board self-assessment).
- Independence and engagement:
- Board determined all FY2025 directors other than Warwick and Lucchese were independent.
- Board met five regular and one special session; all incumbent directors attended ≥75% of aggregate Board and committee meetings.
- Lead Independent Director: James W. Barge (not Walker).
Fixed Compensation
| Component | Amount | FY/Grant | Notes |
|---|---|---|---|
| Annual Board cash retainer | $95,000 | FY2025 | Outside Director retainer |
| Committee Chair fee (Tech, Data & Supply Chain) | $15,000 | FY2025 | Chair fee applies to TDSC; Audit chair is $20,000; Lead Independent Director $25,000 (not applicable to Walker) |
| Meeting fees | None disclosed | FY2025 | Not listed in proxy |
| Directors’ Deferred Compensation Plan (cash) | Eligible (50% or 100% of cash fees) | Ongoing | No outside directors currently participate |
Total FY2025 reported director compensation for Walker: Fees $95,000; Stock awards $124,970; Total $219,970.
Performance Compensation
| Equity Vehicle | Grant Value | Units | Vesting | Grant/Valuation Basis | Deferral Feature |
|---|---|---|---|---|---|
| RSUs (2017 Outside Directors Plan) | $125,000 | 3,920 RSUs outstanding at 5/31/25 | Earlier of 1-year from grant or next annual meeting (9/17/2025 for 2024 grant) | Fair value per RSU $31.88; valued at grant (9/18/2024) | Tax deferral election available for RSUs; current participants listed do not include Walker |
| Options | None granted in FY2025 | — | — | — | — |
Performance metrics: None; director RSUs are time-based, not tied to financial/ESG targets.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public-company boards | None disclosed for Walker |
| HRCC interlocks | Proxy states no HRCC member interlocks; Walker is not listed as HRCC member in FY2025 |
Expertise & Qualifications
- Kids/family content, direct-to-consumer brand building, and digital transformation experience; cybersecurity oversight credential (CERT).
- Comprehensive understanding of children’s media landscape; aligns with Scholastic’s core markets.
Equity Ownership
| Category | Shares/Units | Status | Notes |
|---|---|---|---|
| Total beneficial ownership (Common) | 17,661 | <1% | As of record date (7/23/2025) |
| Directly held shares | 6,391 | Vested | As of record date |
| Options exercisable within 60 days | 7,350 | Vested/exercisable | 2017 Director Plan options; 7,350 options outstanding |
| RSUs scheduled to vest within 60 days | 3,920 | Unvested (near-term vest) | Annual Outside Director grant (2017 Plan) |
| Shares pledged as collateral | None disclosed for Walker | — | Pledging allowed case-by-case; example noted for Barge, not Walker |
| Director stock ownership guideline | 3x annual cash retainer (5-year phase-in) | Policy adopted Sept 2023 | Applies to non-employee directors; individual compliance status not disclosed |
Governance Assessment
- Strengths:
- Independent director with relevant children’s media, DTC content, and cybersecurity oversight expertise; chairs tech/cyber/supply chain risk committee—supports board effectiveness in core risk areas.
- Engagement evidenced by committee leadership and board attendance ≥75%; member of governance committee overseeing board composition and self-assessment.
- Compensation structure for outside directors balances cash with equity RSUs that vest on meeting cadence, promoting alignment without short-term performance gaming.
- Potential investor-confidence considerations:
- Bold RED FLAG: Dual-class control—Class A stockholders elect the majority of the Board; common holders elect at least one-fifth—limits influence of independent directors elected by common stockholders.
- Hedging policy is embedded in insider trading policy; standalone hedging policy not adopted. Company has permitted pledging in bona fide cases (e.g., Barge), though no such pledging disclosed for Walker.
- Director equity is time-based RSUs without explicit performance gates (typical for directors), reducing “at-risk” linkage versus PSUs; investors should rely on committee work outputs and oversight quality for confidence.
Overall: Walker’s domain expertise and chair role in technology/cyber/supply chain enhance risk oversight and board effectiveness. Primary structural governance risk stems from Scholastic’s voting control framework rather than individual director conflicts; no related-party transactions, hedging, or pledging red flags disclosed for Walker.