Pay Versus Performance Table
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Summary Compen-sation Table |
|
Compensation |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
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Value of $100 Investment based on: |
|
Net |
|
Operating |
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||||||||||
Fiscal |
Warwick (1) |
|
Warwick (2) |
|
Company TSR (3) |
|
Peer Group TSR(4) (5) |
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||||||||||||||||
2026 |
$ |
3,742,972 |
|
$ |
5,379,821 |
|
$ |
2,169,087 |
|
$ |
3,349,376 |
|
$ |
135.25 |
|
$ |
154.18 |
|
$ |
56,731,588 |
|
$ |
15,240,486 |
|
2025 |
$ |
3,300,513 |
|
$ |
2,397,172 |
|
$ |
1,965,682 |
|
$ |
1,203,180 |
|
$ |
56.23 |
|
$ |
181.79 |
|
$ |
(1,887,295 |
) |
$ |
15,794,114 |
|
2024 |
$ |
2,038,591 |
|
$ |
1,789,890 |
|
$ |
1,197,289 |
|
$ |
896,796 |
|
$ |
113.12 |
|
$ |
120.79 |
|
$ |
12,126,191 |
|
$ |
14,550,314 |
|
2023(5) |
$ |
3,300,361 |
|
$ |
3,844,325 |
|
$ |
1,602,983 |
|
$ |
1,908,873 |
|
$ |
130.75 |
|
$ |
93.00 |
|
$ |
86,322,599 |
|
$ |
106,294,472 |
|
2022 |
$ |
5,178,808 |
|
$ |
5,557,737 |
|
$ |
1,762,021 |
|
$ |
2,093,301 |
|
$ |
113.31 |
|
$ |
96.87 |
|
$ |
80,915,979 |
|
$ |
97,377,254 |
|
Accordingly, the peer group for fiscal years 2023 through 2026 consisted of Pearson plc, John Wiley & Sons, Inc. and Stride, Inc; the cumulative total shareholder return presented in the table for those years reflects the impact of the prior peer groups total cumulative shareholder return for fiscal year 2022.
If the peer group for fiscal 2023 had consisted of Pearson plc, John Wiley & Sons, Inc. and Houghton Mifflin Harcourt (through April 7, 2022 only), the cumulative total shareholder return of a $100 investment made on May 31, 2021 would have been $91.82, $111.66, $145.29 and $142.36 for fiscal years 2023, 2024, 2025 and 2026, respectively.
If the peer group for fiscal year 2022 had consisted of Pearson PLC, John Wiley & Sons, Inc. and Stride, Inc., the cumulative total shareholder return would have been $89.78, $86.20, $111.95, $168.49 and $142.90 for fiscal years 2022, 2023, 2024, 2025, and 2026 respectively.
For purposes of the Pay Versus Performance Table, the PEOs and other NEOs for the applicable years were as follows:
Accordingly, the peer group for fiscal years 2023 through 2026 consisted of Pearson plc, John Wiley & Sons, Inc. and Stride, Inc; the cumulative total shareholder return presented in the table for those years reflects the impact of the prior peer groups total cumulative shareholder return for fiscal year 2022.
If the peer group for fiscal 2023 had consisted of Pearson plc, John Wiley & Sons, Inc. and Houghton Mifflin Harcourt (through April 7, 2022 only), the cumulative total shareholder return of a $100 investment made on May 31, 2021 would have been $91.82, $111.66, $145.29 and $142.36 for fiscal years 2023, 2024, 2025 and 2026, respectively.
If the peer group for fiscal year 2022 had consisted of Pearson PLC, John Wiley & Sons, Inc. and Stride, Inc., the cumulative total shareholder return would have been $89.78, $86.20, $111.95, $168.49 and $142.90 for fiscal years 2022, 2023, 2024, 2025, and 2026 respectively.
The determination of “compensation actually paid” begins with the total compensation reported in the SCT. In determining compensation actually paid, SEC proxy disclosure rules require that certain adjustments be made to the SCT totals with respect to equity-based and other compensation. For equity-based awards made during the year, the recorded grant date value is replaced with the estimated year-end value. For equity-based awards made in prior years, but paid out during the year, the value at payout is included. And for equity-based awards made in prior years that remain unvested at year-end, the estimated change in value from the beginning to the end of the year is included. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the last day of the fiscal year.
Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility. For discussion of how the HRCC assessed Company performance and the compensation of the NEOs, see “Compensation Discussion and Analysis.”
|
Warwick |
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|
2022 |
|
2023(1) |
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2024 |
|
2025 |
|
2026 |
|
|||||
Summary Compensation Total |
$ |
5,178,808 |
|
$ |
3,300,361 |
|
$ |
2,038,591 |
|
$ |
3,300,513 |
|
$ |
3,742,972 |
|
Deduction of grant date fair value of stock awards granted in fiscal year |
$ |
(2,500,020 |
) |
$ |
(999,966 |
) |
$ |
(999,965 |
) |
$ |
(1,499,987 |
) |
$ |
(1,499,994 |
) |
Increase in fair value at fiscal year-end of outstanding unvested stock awards granted in fiscal year |
$ |
2,874,060 |
|
$ |
1,206,092 |
|
$ |
879,402 |
|
$ |
666,744 |
|
$ |
2,958,414 |
|
Increased in fair value at vesting of stock awards granted in fiscal year that vested during fiscal year |
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Change in fair value of outstanding unvested stock awards granted in prior fiscal years |
$ |
0 |
|
$ |
214,702 |
|
$ |
(122,819 |
) |
$ |
(0 |
) |
$ |
0 |
|
Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year |
$ |
4,889 |
|
$ |
123,136 |
|
$ |
(5,319 |
) |
$ |
(70,097 |
) |
$ |
178,429 |
|
Deduction for fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year |
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Compensation Actually Paid (2) |
$ |
5,557,737 |
|
$ |
3,844,325 |
|
$ |
1,789,890 |
|
$ |
2,397,172 |
|
$ |
5,379,821 |
|
The determination of “compensation actually paid” begins with the total compensation reported in the SCT. In determining compensation actually paid, SEC proxy disclosure rules require that certain adjustments be made to the SCT totals with respect to equity-based and other compensation. For equity-based awards made during the year, the recorded grant date value is replaced with the estimated year-end value. For equity-based awards made in prior years, but paid out during the year, the value at payout is included. And for equity-based awards made in prior years that remain unvested at year-end, the estimated change in value from the beginning to the end of the year is included. For performance-based equity awards, the estimate of year-end value is based upon the “probable outcome” of the performance conditions as of the last day of the fiscal year.
Given the methodology under which “compensation actually paid” is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility. For discussion of how the HRCC assessed Company performance and the compensation of the NEOs, see “Compensation Discussion and Analysis.”
|
Average for Non-PEO NEOs |
|
|||||||||||||
|
2022 |
|
2023(1) |
|
2024 |
|
2025 |
|
2026 |
|
|||||
Summary Compensation Total |
$ |
1,762,021 |
|
$ |
1,602,983 |
|
$ |
1,197,289 |
|
$ |
1,965,682 |
|
$ |
2,169,087 |
|
Deduction of grant date fair value of stock awards granted in fiscal year |
$ |
(443,750 |
) |
$ |
(524,990 |
) |
$ |
(459,998 |
) |
$ |
(949,972 |
) |
$ |
(728,736 |
) |
Increase in fair value at fiscal year-end of outstanding unvested stock awards granted in fiscal year |
$ |
541,228 |
|
$ |
529,499 |
|
$ |
434,869 |
|
$ |
513,686 |
|
$ |
1,122,976 |
|
Increased in fair value at vesting of stock awards granted in fiscal year that vested during fiscal year |
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Change in fair value of outstanding unvested stock awards granted in prior fiscal years |
$ |
198,824 |
|
$ |
180,454 |
|
$ |
(97,541 |
) |
$ |
(248,771 |
) |
$ |
654,626 |
|
Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year |
$ |
34,979 |
|
$ |
120,927 |
|
$ |
(177,824 |
) |
$ |
(77,445 |
) |
$ |
131,423 |
|
Deduction for fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year |
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Compensation Actually Paid (2) |
$ |
2,093,301 |
|
$ |
1,908,873 |
|
$ |
896,796 |
|
$ |
1,203,180 |
|
$ |
3,349,376 |
|
Scholastic TSR vs. Peer Group TSR and Compensation Actually Paid
The chart below compares the Company’s cumulative Total Shareholder Return (“TSR”), the cumulative TSR of the peer group, and Compensation Actually Paid (“CAP”) to the Company’s Principal Executive Officer (“PEO”) and the average CAP to the Company’s Non-PEO Named Executive Officers (“NEOs”) for fiscal years 2022 through 2026. During the period presented, the Company’s TSR generally reflected changes in overall Company performance and market conditions, while CAP reflected annual incentive compensation outcomes and changes in the fair value of equity awards required to be included in CAP under Item 402(v) of Regulation S-K. CAP for the PEO and Non-PEO NEOs declined from FY23 through FY24, generally reflecting lower compensation outcomes as Company performance declined. CAP increased in FY25 and increased substantially in FY26, reflecting improved Company performance, higher annual incentive compensation outcomes, and changes in executive responsibilities. As a result of these factors, CAP generally moved in the same direction as TSR over the period presented, although the relationship was not directly proportional in each fiscal year.
Scholastic Compensation Actually Paid Versus GAAP Net Income
The chart below compares GAAP Net Income and CAP for the PEO and Non-PEO NEOs for fiscal years 2022 through 2026. Although Net Income is not a performance measure used directly to determine compensation under the Company’s executive compensation program, it reflects certain aspects of the Company’s overall financial performance that may affect compensation outcomes. CAP generally tracked the overall trend of Net Income during the period presented. Net Income declined from $86.3 million in FY23 to $12.1 million in FY24 and a net loss of $1.9 million in FY25, while CAP for both the PEO and Non-PEO NEOs also declined over that period. Net Income improved to $56.7 million in FY26, and CAP increased significantly in the same fiscal year. Differences between year-to-year changes in Net Income and CAP reflect the impact of annual incentive compensation outcomes, leadership transitions, changes in executive responsibilities, and adjustments to the fair value of equity awards required to be included in CAP under SEC rules. Consequently, CAP does not necessarily increase or decrease proportionately with changes in Net Income.
Scholastic Compensation Actually Paid Versus GAAP Operating Income (Company Selected Measure)
The chart below compares GAAP Operating Income and CAP for the PEO and Non-PEO NEOs for fiscal years 2022 through 2026. Operating Income is a component of the Company’s annual incentive compensation program and therefore influences a portion of executive compensation outcomes. Operating Income declined from $106.3 million in FY23 to approximately $15.0 million in FY24 and remained relatively consistent during FY25 and FY26. CAP for the PEO and Non-PEO NEOs similarly declined through FY24 but increased in FY25 and increased substantially in FY26 despite relatively stable Operating Income levels during those years. The divergence between CAP and Operating Income in FY25 and FY26 primarily reflects changes in annual incentive compensation outcomes, changes in executive responsibilities, and adjustments to the fair value of equity awards required to be included in CAP under Item 402(v) of Regulation S-K. Accordingly, CAP may not move directly with changes in Operating Income in any particular fiscal year.
Scholastic TSR vs. Peer Group TSR and Compensation Actually Paid
The chart below compares the Company’s cumulative Total Shareholder Return (“TSR”), the cumulative TSR of the peer group, and Compensation Actually Paid (“CAP”) to the Company’s Principal Executive Officer (“PEO”) and the average CAP to the Company’s Non-PEO Named Executive Officers (“NEOs”) for fiscal years 2022 through 2026. During the period presented, the Company’s TSR generally reflected changes in overall Company performance and market conditions, while CAP reflected annual incentive compensation outcomes and changes in the fair value of equity awards required to be included in CAP under Item 402(v) of Regulation S-K. CAP for the PEO and Non-PEO NEOs declined from FY23 through FY24, generally reflecting lower compensation outcomes as Company performance declined. CAP increased in FY25 and increased substantially in FY26, reflecting improved Company performance, higher annual incentive compensation outcomes, and changes in executive responsibilities. As a result of these factors, CAP generally moved in the same direction as TSR over the period presented, although the relationship was not directly proportional in each fiscal year.
Required Tabular Disclosure of Most Important Measures for 2026
The most important financial and non-financial performance measures used by us to link compensation actually paid to our NEOs for the most recently completed fiscal year to our performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis”.
Operating Income
Net Income
Company TSR
STIP Funding
Corporate Operating Income targets, Divisional Operating Income targets (for business units) and Departmental Budget Objectives (for staff positions) and agreed individual goals are used to determine the funding of and payouts under the STIP as described above under “Compensation Discussion and Analysis.” Corporate Operating Income, Division Operating Income and Department Budget Objectives are each non-GAAP measures that are defined above under “Compensation and Discussion Analysis – Fiscal 2026 STIP Bonuses.”