SCHOLASTIC CORP 8-K

What Happened
Scholastic Corp (SCHL) announced on Dec. 22, 2025 (via Form 8-K) that Jeffrey Mathews, Executive Vice President and Chief Growth Officer, has been appointed to the additional role of President, Education Solutions (he had served in that role interim since June 2025). The Board’s Human Resources and Compensation Committee approved changes to his pay and terms, effective January 1, 2026 and other dates noted below, and approved a special $1.5 million sale/leaseback bonus pool related to transactions closed Dec. 17, 2025.

Key Details

• Base salary increased from $615,000 to $675,000, effective Jan. 1, 2026.
• Short-term incentive (STIP) target raised from 60% to 70% of base salary effective June 1, 2025; the 70% target based on the $675,000 salary will be applied for the full fiscal year ending May 31, 2026 with no proration. The FY2026 STIP payout is guaranteed at least the minimum payout percentage that would apply under the Chief Growth Officer STIP calculation, regardless of Education Solutions results.
• Long-term equity target for fiscal 2027 awards (to be granted Sept. 2026) will be set consistent with the increased $675,000 base salary.
• Temporary severance amendment (12 months): if within 12 months starting Jan. 1, 2026 Mathews terminates employment due to a compensation downgrade, he would be entitled to 24 months of salary.
• Special transaction bonus pool of $1.5 million approved for executives/key personnel for two sale/leaseback transactions; Mathews and CFO Haji Glover will each receive $400,000.

Why It Matters
This filing shows Scholastic is formalizing leadership for its Education Solutions business and aligning pay and incentives to that role. For investors, the changes raise near-term personnel costs (higher salary, guaranteed/STIP floor, one-time $400k bonus) and create incentives tied to growth and transaction execution. The temporary severance provision is limited (12 months) but could increase potential cash outflows if triggered. These actions can affect operating expenses and executive alignment but do not report any revenue or financial results in this filing.