Scholastic CEO’s sudden death, an office romance and a surprise will

The longtime head of Scholastic Corp., M. Richard Robinson Jr., died suddenly in June on a walk in Martha’s Vineyard. He left behind a surprising succession plan.

He didn’t give control of the $1.2 billion publisher to either of his two sons, or his siblings, or his ex-wife, with whom he had rekindled a friendship during the pandemic. Instead, control went to Iole Lucchese, Scholastic’s chief strategy officer. She also inherited all his personal possessions.

In the 2018 will, a copy of which was reviewed by The Wall Street Journal, Robinson described Ms. Lucchese, a 30-year company veteran, as "my partner and closest friend." Lucchese and Robinson had been longtime romantic partners, according to interviews with family members and former employees.

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Lucchese’s sudden emergence as Scholastic’s heir has set in motion a family succession drama at the century-old company—it is one of the world’s largest publishers of children’s books, from the "Harry Potter" novels to the "Magic School Bus" series—and raised questions about its future as an independent concern.

Some family members are unhappy and are reviewing their legal options, people close to the situation said, with concerns running the gamut from wanting to maintain Scholastic’s independence to rawness about an outsider having control of Robinson’s personal possessions. One possibility is to reach an agreement with Lucchese to transfer some voting shares to family members or to ensure they get a greater share of the estate, one person said.

Maurice "Reece" Robinson, Richard Robinson’s youngest son, described his father’s decision to give control of his personal effects to Lucchese as "unexpected and shocking."

"What I want most is an amicable outcome," the 25-year-old filmmaker said in an interview.

The elder son, John Benham "Ben" Robinson, 34 years old, said in an email that when he grasped his father’s estate plans it "served as salt in an open wound."

He said he hadn’t met Lucchese or heard her voice until a telephone call the family held with her on Wednesday to discuss Robinson’s will. Afterward, Reece Robinson said, "We expect to have a collaborative approach with the estate." He declined to elaborate.

Richard Robinson was 84 when he died. He was private about his estate planning and personal life. To the frustration of some colleagues, he never groomed a successor. His motivations for handing the reins to Lucchese aren’t clear even to those close to him. Former colleagues say they believe the pair broke up a few years ago.

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Also unclear is who inherits a large chunk of common shares, valued at roughly $70 million, that belonged to Robinson.

Lucchese, 54, who was named chairman of Scholastic’s board in mid-July, declined to comment. Board member Peter Warwick was tapped as CEO. The company declined to make him available for comment.

BOOK CLUBS

Until recently, the company had been run by only two people, Robinson and his father, who founded it in 1920 as a classroom magazine. Scholastic, a source of books and educational materials for generations of students and teachers, is behind well-known titles like "The Hunger Games" series, "Captain Underpants" and the various "Clifford the Big Red Dog" books, in addition to "Harry Potter." For decades students filled out monthly orders from its book clubs.

Lucchese had pushed Scholastic to pursue digital lines of business more aggressively, at times clashing with Robinson over the years, even when they were together, several people close to the company said. "Iole has a long record of pursuing innovation, focusing on the needs of customers, and ultimately strengthening the Scholastic brand," said a company spokeswoman.

It will fall to Lucchese and Warwick to orchestrate a rebound from the pandemic, which pummeled Scholastic’s core business as schools closed and fairs were canceled. For the fiscal year ended May 31, revenue fell 13% to $1.3 billion.

In the five full years before the pandemic, Scholastic’s revenue was mostly flat. The company’s market capitalization of $1.2 billion is roughly the same as it was 20 years ago.

Larger publishing rivals view Scholastic as an attractive acquisition target, largely because of its successful children’s publishing arm. On Robinson’s watch, they considered it a family-controlled entity that wasn’t for sale, industry executives say.

In a written statement, the company said, "Scholastic is a beloved brand that continues to be a leader in the publishing and education industries so it would not be a surprise to hear there are conversations about interest in the Company."

William Robinson, Richard Robinson’s younger brother, said in an interview that his brother and father wanted to keep Scholastic independent.

"Our family value was we’d rather not have the financial benefit that we might get from a sale if it means the company won’t be in the future what it was," he said. "Everybody knows Scholastic and has a good feeling about it and it does good things for teachers. It’s more than just a business for us."

Mary Sue Robinson Morrill, one of Robinson’s sisters, said in a written statement that she and her siblings agree "that our first goal is the continuation of the mission and legacy of Scholastic, the vision and brilliant lifework of both our father and our brother Dick, and we are confident that the new management of the company is fully committed to this goal."

Under Robinson’s will and revocable trust, Lucchese will be the sole beneficiary of 53.8% of the company’s Class A shares, which hold the vast majority of voting power, according to a securities filing.

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Overall, she is considered the beneficial owner of some three million Scholastic shares, including the Class A shares; more than two million common shares, including options, that belonged to Robinson; and 137,952 common shares and options she already owned, the filing indicated.

A company spokesman said the common shares that belonged to Robinson, worth around $70 million, won’t ultimately be owned by her. The terms of Robinson family trusts, and details regarding any debt or tax obligations related to Mr. Robinson’s estate, couldn’t be learned.

Family members of Robinson own shares in Scholastic, including through a trust that has a roughly 5% stake, according to S&P Global Market Intelligence, which provides data and financial tools.

SUCCESSION SECRET

Robinson, a fitness buff, appeared in excellent shape, and his sudden death on June 5 was a shock to family and Scholastic executives. He hadn’t publicly named a successor and it was unclear for weeks who was in control of the company.

On June 28, Laura Twomey, a partner with Simpson Thacher & Bartlett, LLP who handled Robinson’s estate planning, asked a probate court in New York to take action on his will. She wrote that the company was unable to respond to "time sensitive corporate decisions or emergencies" because stockholders were unable to reach a quorum.

A few days later the court granted the request, giving Lucchese power to vote Robinson’s Class A shares. Robinson also named Lucchese as a co-executor of his estate, together with Andrew Hedden, Scholastic’s general counsel.

Lucchese has sole discretion over whether to distribute any personal possessions to his two sons, according to the will, "with the request, but not the direction" that she hand out items "as she believes to be in accordance with my wishes."

Robinson’s sons described the situation as painful. "You might think from the will that he didn’t see his sons," Reece Robinson said. "That’s not true. For the last two years I saw him multiple times a week."

Some people close to the elder Robinson said he spoke about how he had to earn his stripes as a young worker in the company, which he joined as an assistant magazine editor in 1962. Neither of his sons has made a career there.

Reece Robinson, who has done documentary work, said he tried to be involved with Scholastic but hasn’t worked there full time. "I saw myself as an adviser," he said. "I didn’t want to sacrifice my early 20s to work at a corporation."

His brother Ben said he operates a sawmill and workshop that produces lumber, flooring and furniture from trees in Martha’s Vineyard and lives off the land, noting in an email, "I fish the fish and cull the deer." He also describes himself as a writer and "the poet laureate who hasn’t told his story yet."

He roamed the Scholastic headquarters in New York City’s SoHo neighborhood as a child, worked at the Scholastic store as a teenager and dressed up as "Clifford" the dog for a parade.

In response to emailed questions, the elder son said his father "valued my perspective in all matters, particularly regarding the trajectory of the company." He said he told his father in recent years he wanted to be more involved in the company, including "most explicitly my desire to be a member of the Board."

Lucchese joined Scholastic Canada in 1991 as an associate editor in book clubs. She first gained prominence as co-president of Scholastic’s Canada operations. Lucchese began rising in the U.S. operations when she was named chief strategy officer in 2014. Two years later she became sole president of Scholastic Canada and in 2018 she added the title of president of Scholastic Entertainment. A Canadian with a home in Ontario, Lucchese is a permanent U.S. resident, according to an affidavit filed in New York Surrogate’s Court.

Lucchese has focused a lot of attention on developing an entertainment business for Scholastic, some former executives say. The company launched a television reboot of "Clifford the Big Red Dog" on Amazon Prime Video and PBS Kids in 2019, and a movie of the same name is expected to be released by Paramount Pictures. Lucchese also oversees Scholastic’s digital content and marketing initiatives.

Former staffers describe the relationship between Robinson and Lucchese as sweet at some moments and contentious at others. They openly clashed in meetings sometimes, the former staffers say, in some cases because Lucchese wanted to take more risks to expand the company. Still, Robinson relied on her and she remained part of his inner circle.

In the spring of 2020, Scholastic was reeling from the impact of Covid-19. The company’s classroom magazine division moved fast to develop a free online hub containing lesson plans featuring children’s books published by Scholastic.

Executives said Lucchese was frustrated at what she saw as a missed commercial opportunity, because the company wasn’t capturing information about the site’s users and what other Scholastic products might interest them. Robinson was dismissive of her concerns in front of others, one executive said. Though the company later rolled out a $5.99 monthly subscription, it didn’t gain traction and was later pulled.

‘THE BICKERSONS’

The romantic relationship between Robinson and Lucchese, which began years ago, was an open secret inside the company. Former staffers said they didn’t view it as inappropriate, though it could at times make workplace dynamics awkward.

It was a rite of passage for some employees at the company to learn, soon after coming on board, that the two were an item. Clashes in meetings sounded personal to some staffers. One former executive referred to them as "the Bickersons."

The company described these exchanges as professional disagreements over strategy and declined to answer a question on whether Scholastic has a policy about managers dating subordinates.

Stacy Lellos, the former president of Scholastic’s toy unit Klutz, who left the company in June, said Lucchese and Robinson complemented each other. She credited Robinson with supporting women leaders rising through the ranks and building a culture where people could speak up and challenge him.

"Iole has a point of view and she shares it," she said. "I admire the fact that women leadership spoke freely and candidly and it seemed to me, in the opportunities I had to be a part of those meetings, that was encouraged."

Marianne Caponnetto, a longtime former Scholastic board member who left in 2018, said she doesn’t recall Robinson disclosing his romantic relationship to the board or any significant board discussions about the relationship between him and Lucchese. "I remember her as a strong, intelligent woman," Caponnetto said.

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Former veteran staffers at Scholastic said the company was Robinson’s life.

He met his second wife, Helen Benham, the mother of his two sons, when she worked in the art department for the book group in 1974, although they didn’t begin dating until the mid-1980s. Robinson had giant portraits of her in his office. Benham once sat on Scholastic’s board and worked at Scholastic for more than three decades, rising to editorial director for the elementary magazines.

"I lived and breathed Scholastic while also raising our two children," she said in an email. "Dick told me on more than one occasion, ‘You care more about Scholastic than I do.’ "

Jean Feiwel, a 22-year veteran of Scholastic who left the company in 2005 as senior vice president of trade publishing, said Benham was "instrumental in a lot of things that were outside of her job description."

Benham helped Robinson pursue other business deals, including investments he made in restaurants such as New York City’s Balthazar and Pastis.

The couple divorced in 2003, and she subsequently left the company. They became close again in recent years, and she was spending time with him regularly by late 2019, family members said.

"Covid left him alone, working 12-hour days at Scholastic’s New York headquarters," according to a family-written obituary. "His only breaks were weekends on the Island, which he called paradise," where he and Benham purchased a home in 1992. She and Reece Robinson were walking with him on a trail there when he died. The obituary didn’t state a cause of death.

Benham said in an email that Robinson "was spending all of his time not working with us. Not only weekends but regular nights with us in Manhattan. He was coming back to the family." She declined to discuss Lucchese. She described the experience of being with Robinson when he died as "excruciating."

Regarding Robinson’s decision to leave his personal estate to Ms. Lucchese, Benham said, "I was shocked and we were not expecting this."

The Robinson family is planning a private memorial service for the late Robinson in September in New York. Scholastic is planning its own memorial.