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8-K primary document
SCHL · Current Report (Form 8-K) · Filed December 22, 2025

Scholastic Corp — 8-K exhibit

d72773dex101.htm
Scholastic Corp on Boardroom Alpha
EX-10.1

Exhibit 10.1

 

LOGO

MEMORANDUM

 

TO:    Jeffrey Mathews   
FROM:    Peter Warwick   
DATE:    December 19, 2025   
SUBJECT:    Compensation Increase   

 

 

In light of your additional responsibilities in taking on the Presidency of the Education Solutions business, I am pleased to inform you that the Human Resources Compensation Committee of Scholastic’s Board of Directors, acting on my recommendation, has approved the following changes to your pay as EVP, President of Education Solutions and Chief Growth Officer for Scholastic:

 

Pay Increase:    Current     New     Effective Date  

Base Salary:

    $ 615,000     $ 675,000       January 1, 2026  

STIP Target*:

      60 %      70 %      June 1, 2025  

Equity Target:

    $ 615,000     $ 675,000       September, 2026  

Total Target Direct Compensation:

    $ 1,599,000     $ 1,822,500    

 

*

There will be no pro-ration of your FY26 STIP target, so the new STIP target of 70% is effective for the entire fiscal year of 2026. Additionally, FY26 STIP payout guaranteed at minimum of what the payout percentage would be for the Chief Growth Officer STIP calculation (regardless of whether Ed Sol meets Divisional OI).

I am also pleased to confirm that the terms of your original Offer Letter are hereby amended to include the following temporary 12-month provision regarding severance eligibility:

If within twelve months (starting on January 1, 2026), you terminate your employment because of a compensation downgrade, then, you will be entitled to receive compensation equivalent to 24 months salary.

All other terms and conditions of your Offer Letter remain unchanged and in full effect, as well as any promotion or compensation adjustments you have received since your original Offer Letter.

I want to personally thank you for your leadership, contribution, and commitment to Scholastic.

 

Warm Regards,
/s/ Peter Warwick
Peter Warwick
Agreed and accepted:

 

/s/ Jeffrey Mathews   December 22, 2025   
 

Your Signature

  
 

Date

   

 

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