JOHN WILEY & SONS, INC. (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| | | | | | | | | | | | | | | (Name of Registrant as Specified in its Charter) | | (Name of Person(s) Filing Proxy Statement if other than the Registrant) |
| ☒ | | | Payment of Filing Fee (Check the appropriate box): | | | | ☒ | No fee required. | | ☐ | | Fee paid previously with preliminary materials. | | ☐ | | Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | | | | 1) | Title of each class of securities to which transaction applies: | | | | | 2) | Aggregate number of securities to which transaction applies: | | | | | 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | | | | | 4) | Proposed maximum aggregate value of transaction: | | | | | 5) | Total fee paid: | | | | | | | ☐ | Fee paid previously with preliminary materials. | | | | ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | | | | | 1) | Amount Previously Paid: | | | | | 2) | Form, Schedule or Registration Statement No.: | | | | | 3) | Filing Party: | | | | | 4) | Date Filed: | | | |
Wiley Unlocking Human Potential Notice of 2023 Annual Meeting of Shareholders Proxy Statement
| | | | Letter from our Chief Executive Officer | |
Dear shareholders, Wiley has been a driving force in the world since 1807, consistently publishing new knowledge and insights to empower innovators, leaders, and learners. Throughout this time, our publishing programs have continually evolved to meet the needs of society, and our product offerings have broadened to better help our customers to succeed. Our ability to remain agile while always staying firmly focused on our timeless mission has allowed Wiley to deliver impact for over two centuries. I believe that our 216th year represents the next major inflection point on Wiley’s journey. It is a year in which have recommitted to our greatest strengths and best opportunities and made some hard choices. In doing so, we have set Wiley up to generate greater value for our stakeholders now and well into the future. Looking Back Looking back, fiscal year 2023 was challenging for Wiley. The team achieved many important goals, but the year simply did not play out as we had expected. Unusual market headwinds and adverse events drove flat revenue and modestly lower Adjusted EBITDA. We moved aggressively to mitigate the profit impact but were nonetheless not at all satisfied with the results we delivered for our shareholders. The year was also a catalyst for positive change. Beyond our financial performance, it became clear during the year that Wiley’s broad focus was stretching our capacity and adding complexity to our operations. We were pursuing many good opportunities but, simply stated, we were spread too thin, and this was beginning to challenge our performance. Unlocking Greater Value As a result, we have taken decisive action to simplify the company and unlock greater value for our stakeholders. We are implementing the following three-part plan we believe will achieve this goal: 1.Narrow the focus – Wiley’s focus will now be squarely on Research and Learning. Building on our core strengths, we will continue to publish new, high impact knowledge and deliver digital knowledge solutions that help our customers leverage new knowledge to achieve their important goals. Wiley has scale, a competitive advantage, and great opportunity in these areas, and they also represent our most profitable businesses. 2.Simplify the portfolio – To achieve this focus, we are divesting several non-core assets in university services and talent development. Collectively, these assets generated 19% of revenue in fiscal year 2023 but only 10% of Adjusted EBITDA. In short, these businesses require more time and investment than Wiley can allocate given its new focus. 3.Optimize the organization – We are also taking advantage of our narrowed focus to significantly streamline the Company and drive improved performance and profitability. This process includes simplifying our organization, rightsizing our cost structure, and optimizing our business processes. We are moving swiftly to implement these actions in fiscal year 2024, and the full benefit is expected to be realized in fiscal years 2025, 2026, and beyond. Looking Ahead Looking ahead, Wiley will continue to be the world’s knowledge company, helping innovators, leaders, and learners to use new knowledge to achieve their all-important goals. We will leverage our enhanced focus to extend our leading positions in scientific research, educational content, and the ever-growing market for new knowledge and digital knowledge solutions. Wiley will continue to lead the way in open research, ensuring that high-quality, peer-reviewed science drives increasing innovation and impact. We will continue to build our portfolio of trusted brands to accelerate the spread of new, high-impact knowledge and learning. And our powerful digital platforms and services will continue to help our partners in universities and corporations succeed in an increasingly complex knowledge ecosystem.
Wiley’s targeted opportunities are large and underpinned by strong market trends including an ever-increasing global spend on research and development. Further, Wiley’s enduring brands, core skill sets, and industry leading platforms position Wiley to win. As Wiley focuses on these areas, we will deliver more knowledge and powerful knowledge solutions faster and more efficiently, and this will allow us to increase our growth, profitability, and customer impact. The Wiley Community Wiley’s people and our relationships will always be at the center of our success. This unique community starts with our Wiley colleagues, extends to the millions of researchers, learners, authors, clients, and partners that we work with every day, and includes you, our valued shareholders. I am grateful to be able to work with our wonderful Wiley colleagues around the world, and thank them for their commitment to our mission, our customers, and each other. I also thank the Wiley Board of Directors for their leadership and partnership. And, finally, I thank you for your continued trust and confidence. I am energized by the road ahead and look forward to working with all of you to ensure that Wiley drives increasing impact for the world’s knowledge seekers. | Matthew S. Kissner | | | | | | Interim
BRIAN NAPACK President and CEO &Chairman
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| | | | Letter from our Chair of the Board | | | | | | T + 1 201 748 6000 | | | F + 1 201 748 5800 | | | | | | August 18, 2017 | |
ToOurShareholders:
To our valued shareholders, For 216 years, Wiley has thrived by listening closely to our customers and markets, and by adapting our course to deliver consistent performance and long-term impact. We cordiallycontinue to demonstrate this agility today as we increase our focus on our exceptional market position in research and learning. In doing so, Wiley is creating a simpler, stronger company that will improve our performance and deliver exceptional value to our shareholders, and all our stakeholders, for years to come. In its long history, Wiley has thrived through many periods of change such as the Second Industrial Revolution, when we began to shift our focus toward academic and technical publishing as the value of science and the demands of industry grew. Through the Third Industrial Revolution (the digital revolution), Wiley steadily transformed into a company that is now over 80 percent digital. Today, Wiley stands at the center of the global knowledge economy. We are one of the largest and most respected publishers in the world, and we view our role as ensuring that high quality knowledge and science continue to drive innovation and positive change. We support more than 15 million researchers. We host over half of the world’s English-language research, enabling billions of user sessions yearly. Our content and digital knowledge solutions benefit millions of individuals in thousands of organizations and institutions worldwide, helping customers and partners succeed in an increasingly complex world. Wiley drives real-world impact through what we do every day, making science and learning more accessible while naturally contributing to multiple UN Sustainable Development Goals. During the past year, we committed to being carbon net zero by 2040, aligning with the critical climate goal of preventing the global temperature from increasing beyond 1.5 degrees Celsius. We are leveraging our resources, reputation, and reach to positively influence society and our planet. I am grateful for all our Wiley colleagues—an amazing community of smart, passionate people. They work every day to serve our customers and shape our legacy. I want to thank them for their dedication to, and support of, our enduring mission. I also want to express gratitude to our colleague Dr. Laurie Leshin who will be stepping down from the Wiley Board after eight years of service. An impactful leader in education and science, her contributions to Wiley are invaluable and will resonate for years to come. I am pleased to invite you to attend the 20172023 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, September 28, 2017,2023, at 8:00 A.M.am EDT. We are also hostingholding our Annual Meeting onlinevirtually to make it easier for you to attend and to provide a consistent experience, regardless of your location. Details for accessing the webcast are in the Notice of Meeting. On behalf of the Wiley Board of Directors, I want to thank you for your continued support and confidence. | | | | | | | Best regards, JESSE C. WILEY Chair of the Board |
111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 5800
www.wiley.com
Notice of Annual Meeting of Shareholders
Items to be Voted Upon1.Elect a board of ten (10) directors, of whom three (3) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class; 2.Ratify the appointment of PricewaterhouseCoopers LLP ("PwC") by the Board of Directors as the Company’s independent public accountants for the fiscal year ending April 30, 2024; 3.Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our shareholdersnamed executive officers; 4.Approve, on an advisory basis, the compensation of our named executive officers; and 5.Transact such other business as may properly come before the meeting or any adjournments thereof. Who may vote
Shareholders of record at the close of business on August 1, 2023 will be entitled to attend. notice of, and to vote at, the Annual Meeting. Attending the Virtual Meeting
The Annual Meeting will be simulcast online at www.virtualshareholdermeeting.com/JWA2017. Detailsa virtual meeting of accessshareholders. During the virtual Annual Meeting, you may ask questions and will be able to the webcast are provided in the Notice of Meeting. For shareholders who wishvote your shares electronically. Your vote is very important. Whether or not you plan to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the Proxy Statement.The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to takevirtually, please promptly vote by telephone or over the time to do so. We hope you will attend the meeting, but whetherInternet, or not you expect to be present, please vote your shares, either by completing, signing, dating and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on theyour proxy card or via the Internet using the instructions printed on the proxy card. This will ensurevoting instruction form so that your shares arewill be represented at the meeting. Annual Meeting.
Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-datedlater- dated proxy (either in writing, by telephone, or via the Internet), or by voting in person or online at the Annual Meeting. If The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are included. The matters listed in the Notice of Meeting are described in this Proxy Statement. By Order of the Board of Directors, Marjorie Pierre-Merritt
Corporate Secretary and Chief Governance Counsel
Hoboken, NJ
August 17, 2023
| | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on September 28, 2023. Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended April 30, 2023 are available at www.proxyvote.com. We are making the Proxy Statement and the form of proxy first available on or about August 17, 2023. |
This Proxy Statement contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our fiscal year 2024 outlook, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2024 in connection with our multiyear Business Optimization Program and our Fiscal Year 2023 Restructuring Program; and (xi) other factors detailed from time to time in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
Table of Contents
Proxy Statement Summary This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement carefully before you vote.
Matters to be voted on at our 2023 Annual Meeting of Shareholders Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders. Whether or not you plan to attend the meeting,Annual Meeting, we encourage you will be able to vote in person if you wish to do so, even if you previously returnedpromptly submit your proxy card, votedwith your voting instructions. You may do this over the Internet, as well as by telephone or voted via the Internet prior to the Annual Meeting.Your vote is important to us, and we appreciate your prompt attention to this matter.
| | | Sincerely, | | | |  | | | | Interim CEO & Chairman of the Board |
| | 111 River Street, Hoboken, NJ 07030-5774, U.S. | T + 1 201 748 6000 | F + 1 201 748 5800 | www.wiley.com |
| Joanna Jia | | | Corporate Secretary | | | | | | T + 1 201 748 6020 | | | F + 1 201 748 5800 | |
Notice of Annual Meeting of Shareholders
to be heldSeptember28, 2017
ToOurShareholders:
The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/JWA2017. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The Annual Meeting will be held on Thursday, September 28, 2017 at 8:00 A.M. EDT, for the following purposes:
| 1. | To elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class; |
| 2. | To ratify | | | | | | Proposal | Board's Recommendation | Page | 1.Election of 10 Director Nominees | FOR each Nominee | | 2.Ratification of the appointment by the Board of Directors of PwC as the Company’s independent public accountants for the fiscal year ending April 30, 2018;2024 (Ratification Proposal) | FOR | |
| 3. | To hold Approve, on an advisory vote to approve named executive officer compensation; |
| 4. | To hold an advisory vote onbasis, the frequency of future advisory votes to approve the compensation of our named executive officerofficers (Say-On-Frequency Proposal) | EVERY ONE (1) YEAR | | 4. Approve, on an advisory basis, the compensation vote; andof our named executive officers (Say-On-Pay Proposal) | FOR | |
| 5. | To transact such other business as may properly come before the meeting or any adjournments thereof. | | | | | | | | 2023 Proxy Statement | | 1 |
Shareholders
Company Highlights 
Visit us at Wiley.com. Follow us onFacebook,Twitter,LinkedInand Instagram.
Corporate Governance Highlights
| | | | | | | Independent Oversight | ■9 of 11 current directors are independent ■Standing Board committees comprised 100% of independent directors ■Regular executive sessions of independent directors at Board meetings (chaired by the Chair of the Executive Committee) and committee meetings (chaired by independent committee chairs) ■Committed Board oversight of the Company’s strategy, risk management, corporate social responsibility, and human capital management and talent development ■Consistent periodic review of emergency and non-emergency CEO succession ■Continual review of Board composition, considering skills, experience and attributes of existing directors, individually and as a group | | Board Refreshment and Development | ■Comprehensive Board succession outlook and planning process ■Annual election of all Board directors ■Focus and commitment to actively seek out highly qualified women and underrepresented candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen. (27% of current directors are female and 18% are ethnically diverse, with 2 female directors holding Board leadership roles as committee chairs) ■Regular Board refreshment and mix of tenure of directors (4 of the director nominees joined the Board in the last 5 years) ■Director retirement age of 75 ■Comprehensive director orientation and ongoing director education program | | Compensation Best Practices | ■Performance-based compensation and incentive payments based on financial results relative to pre-established targets ■Rigorous director and executive stock ownership requirements ■Prohibit pledging, hedging, short sales, and derivative transactions by directors, officers and employees ■Stringent clawback policy ■No related party transactions | | Good Governance Practices | ■Global Code of Conduct applicable to directors and all employees ■Annual Board and Committee self-evaluations and periodic individual director evaluations ■Strong director meeting attendance ■Board and committees oversight of environment, social and governance ("ESG") matters ■Governance Committee charter specifies corporate social responsibility and ESG strategy oversight ■Board oversight of cybersecurity risks, policies, controls and procedures ■Monitoring of outside board service levels ■Board and the Executive Compensation and Development Committee (the "Compensation Committee") annually engage in comprehensive senior management succession planning |
Director Highlights Our Board regularly evaluates desired attributes in light of recordthe Company’s strategy and evolving needs. We believe our directors bring a diverse and well-rounded range of attributes, viewpoints and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Below are highlights about our directors.
Proposal 1. Election of Director Nominees The Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience and background sought of Board members. The Governance Committee and Board review and assess the continued relevance of and emphasis on these factors as part of the Board’s annual self-evaluation and in connection with candidate searches. The Governance Committee and Board have identified the skill sets set forth in the table below as the most important to the successful implementation of the Company’s long-range strategic plan. The Governance Committee and Board also consider the manner in which each director nominee’s qualities (i) complement those of other Board members and (ii) contribute to the functioning of the Board as a whole, including with respect to diversity. Diversity includes business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below. We believe each of the Board’s nominees meets the qualifications, skills and expertise established by the Board for continuing service on the Board, including the areas that are critical to the Company’s strategy and operations, and will continue to collectively serve in the best interests of the shareholders and Company.
Director Nominees There are ten (10) nominees for election this year. On August 8, 2023, Dr. Laurie A. Leshin notified the Board of her intent to not stand for reelection at the closeAnnual Meeting. At the conclusion of business on August 4, 2017 are entitled to notice of and to voteher current term at the Annual Meeting, the size of the Board of Directors will be reduced to ten members. Dr. Leshin indicated that her decision not to stand for reelection was not due to any disagreement on any matter relating to our operations, policies or any adjournments thereof. Attendance atpractices. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting will be limited to shareholders asof Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting. The Board has affirmatively determined that the director nominees, except Messrs. Napack and Wiley, are independent under the applicable rules of the record date. Each shareholder will needNew York Stock Exchange ("NYSE"). Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to provide an admission ticket or proof of ownershipvote proxies received for the election of the Company’s stock and valid picture identification for admission to the meeting. Admission procedurespersons named below as directors. Directors of each class are described further on page 1elected by a plurality of the Proxy Statement. | 111 River Street, Hoboken, NJ 07030-5774, U.S. | T + 1 201 748 6000 | F + 1 201 748 5800 | www.wiley.com |
Please votevotes cast by proxy in one of these ways:
| ● | Use the toll-free telephone number shown on your proxy card or voting instructions form (if you receive proxy materials from a broker or bank); |
| ● | Visit the Internet website at www.proxyvote.com; or |
| ● | Sign, date and promptly return your proxy card in the postage-prepaid envelope provided. |
| | | By Order of theBoard ofDirectors | | | | JoannaJia | | Corporate Secretary | August 18, 2017 | | Hoboken, New Jersey | |
Your vote is important to us. Whether orthat class. If you do not you planwish your shares to be present atvoted for particular nominees, please so indicate in the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returningspace provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence and in consideration of Dr. Leshin's departure from the Board, three (3) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors.
Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation. All of the nominees are currently directors of the Company. Jesse C. Wiley, Brian A. Napack and Deirdre P. Silver have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, does not affect your rightand to vote infor the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or online, if you attenddeclines to serve, the persons named above may vote for another person at their discretion.
Proposal No. 1 - Election of Directors Director Skills and Experience
1.On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. *ESG = environmental, social and governance; CSR = corporate social responsibility; DE&I = Diversity, Equity and Inclusion;
CRM = Customer Relationship Management
| | | | | | | | | 111 River Street, Hoboken, NJ 07030-5774, U.S.6 | | 2023 Proxy Statement |
Proposal No. 1 - Election of Directors Director Biographies Directors to be Elected by Class A Shareholders and their Qualifications | | | | | | | | | | T + 1 201 748 6000 | F + 1 201 748 5800 | www.wiley.com |
Beth A. Birnbaum Age: 51 Director Since: 2018 | | PROXY STATEMENT | | | | | | This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. (the “Company” or “Wiley”) of proxies to be used at the Annual Meeting of Shareholders to be held on September 28, 2017 at the timeCommittees:–Digital Product and place set forth in the accompanying Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017 (“Fiscal 2017”), are first being sent or given to shareholders on or about August 18, 2017. | | | | | | The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774.
Attending the Annual Meeting
Attendance at the Annual Meeting is limited to shareholders as of August 4, 2017, the record date. You will need to provide proof of ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a bank, broker or other holder of record, you must present proof, such as a bank or brokerage account statement, of your ownership of common stock as of August 4, 2017, to be admitted to the Annual Meeting. For holders of record, please bring either the admission ticket attached to your proxy card or your Notice of Internet Availability of Proxy Materials. At the Annual Meeting, representatives of the Company will confirm your shareholder status. Shareholders must also present a form of photo identification such as a driver’s license or passport to be admitted to the Annual Meeting. No cameras, recording equipment, electronic devices, bags, briefcases, packages or similar items will be permitted at the Annual Meeting.
| | | | | | Important Notice Regarding the Availability of Proxy Materials for the | | | Annual Meeting of Shareholders to be held on September 28, 2017 | | | | | | This year we are again using the “Notice and Access” system adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy of the materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the Notice of Meeting. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies. | | | | | | The Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.
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Table ofContents
(Chair)
| | VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS | | | | | | At the close of business on August 4, 2017, there were 47,917,413 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,167,393 shares of Class B Common Stock, par value $1.00 per share (the “Class B Stock”), issued and outstanding and entitled to vote. Only shareholders of record at the close of business on August 4, 2017 are entitled to vote at the Annual Meeting of Shareholders on the matters that come before the Annual Meeting. | | | | | | The holders of Class A Stock, voting as a class, are entitled to elect four (4) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A Stock and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. The presence in person or by proxy of a majority of the outstanding shares of Class A Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward such nominee’s achievement of a plurality. | | | | | | The holders of the Class A Stock and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock entitled to one vote. | | | | | | Proposals 2, 3 and 4 require approval by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes cast for “non-routine” matters, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated. | | | | | | If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on proposal 2 even if the broker does not receive voting instructions from you as the proposal is considered a “routine matter.” | | | | | | The following table and footnotes set forth, at the close of business on August 4, 2017, information concerning each person of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A Stock or Class B Stock. The percentage of ownership is calculated based on 47,917,413 outstanding shares of Class A Stock and 9,167,393 outstanding shares of Class B Stock on August 4, 2017. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above. | | | | | | Security Ownership of Certain Beneficial Owners
| | | | | | | | |
| | Name and Address | Title Of
Class | Amount
And Nature
Of Beneficial Ownership | Percent
Of Class | Percentage
Of Voting Power | | | | | | | | | | E.P. Hamilton Trusts, LLC(1) | A | 462,338 | 0.96% | 0.33% | | | 965 Mission Street | B | 8,125,536 | 88.64% | 58.21% | | | San Francisco, CA | | | | | | | | | | | | | | Deborah E. Wiley(2)(3)(4) | A | 1,253,434 | 2.62% | 0.90% | | | 111 River Street | B | 18,643 | 0.20% | 0.13% | | | Hoboken, NJ | | | | | | | | | | | | | | Peter Booth Wiley(2)(3)(4) | A | 1,227,178 | 2.56% | 0.88% | | | 111 River Street | B | 18,642 | 0.20% | 0.13% | | | Hoboken, NJ | | | | | | | | | | | | | |
| | Name and Address | Title
Of Class | Amount
And Nature
Of Beneficial
Ownership | Percent
Of Class | Percentage
Of Voting
Power | | | Bradford Wiley II(2)(3)(4) | A | 946,952 | 1.98% | 0.68% | | | 111 River Street | B | 12,240 | 0.13% | 0.09% | | | Hoboken, NJ | | | | | | | | | | | | | | Franklin Advisory Services LLC(5) | A | 5,016,505 | 10.47% | 3.59% | | | 55 Challenger Road 5th floor | | | | | | | Ridgefield Park, NJ 07660-2107 | | | | | | | | | | | | | | The Vanguard Group, Inc.(5) | A | 4,286,630 | 8.95% | 3.07% | | | 100 Vanguard Boulevard V 26 | | | | | | | Malvern, PA 19355-2331 | | | | | | | | | | | | | | SSgA Funds Management, Inc.(5) | A | 2,852,272 | 5.95% | 2.04% | | | State Street Financial Center 1 Lincoln Street | | | | | | | Boston, MA 02111-2901 | | | | | | | | | | | | | | BlackRock Fund Advisors(5) | A | 3,396,598 | 7.09% | 2.43% | | | 400 Howard Street | | | | | | | San Francisco, CA 94105-2618 | | | | | | | | | | | | | | Champlain Investment Partners LLC(5) | A | 3,154,365 | 6.58% | 2.26% | | | 180 Battery Street, Suite 400 | | | | | | | Burlington, VT 05401-5334 | | | | | | | | | | | | | |
| (1) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as members of the E.P. Hamilton Trusts, LLC established for the purpose of investing in, owning and managing securities of John Wiley & Sons, Inc., share investment and voting power. Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley as members of the E.P. Hamilton Trusts LLC, share voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock. | | | | | (2) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of such shares. | | | | | (3) | Includes 400,000 shares of indirectly owned Class A Common Stock representing a membership interest in WG6 LLC. | | | | | (4) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general partners of a limited partnership, share voting and investment power with respect to 301,645 shares of Class A Stock. For purposes of this table, each is shown as the owner of one-third of such shares. | | | | | (5) | Based on filings with the Securities and Exchange Commission, including filings as March 31, 2017 pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and other information deemed reliable by the Company. |
| | PROPOSALS ON WHICH YOU MAY VOTE | | | | | | Proposal 1. Election of Directors’ Nominees for the Board of Directors | | | | | | Process for Identifying and Evaluating Nominees for Director | | | | | | The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The –Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether | Outside Directorships: ■Bridge Legal ■Fandom ■Forterra NW ■Partners In Health ■Recycle Track Systems ■Root, Inc. (NASDAQ: ROOT) Former Directorships Held During the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees, and has engaged a third-party search firm to do so. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board. | | | |
| | The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members: | | | | | | (1) The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; (2) A director should have the required expertise and experience, should have a proven record of professional success and leadership and should be able to offer advice and guidance to the Company; (3) A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; (4) A director should have the ability to work effectively with others; (5) Assuming that a potential director nominee possesses the required skills, background and experience, the Board also considers ethnic and gender diversity (it should be noted that of the eleven director nominees standing for election, three are female and two are minorities); (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 70th birthday, unless an exception is approved by the Board. | | | | | | Director Qualifications | | | | | | The Company’s Board has identified the following skill sets that are most important to the successful implementation of the Company’s long-range strategic plan: industry experience; strategic planning/business development/managerial experience; financial literacy or expertise; marketing experience; general operations/manufacturing experience; international experience; information technology experience; government relations/regulatory agency experience; and management development and compensation experience. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below. | | | | | | There are eleven (11) nominees for election this year. Detailed information on each nominee is provided on pages 6 to 10. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting. | | | | | | Eleven (11) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence, four (4) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors. |
Past Five Years:
| | | | | All of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in September 2016, except David C. Dobson who was elected to the Board effective March 22, 2017, to fill the vacancy created by the resignation of Eduardo Menascé. The Company’s By-Laws provide for mandatory retirement of directors at age 70, but gives the Board discretion to nominate for election a candidate who, by reason of having attained age 70, would otherwise not be qualified to serve if the Board deems that special circumstances justify such action. |
| | Matthew S. Kissner and Gary M. Rinck have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion. | | | | | | Election of Directors | | | | | | Directors to be Elected by Class A Shareholders and Their Qualifications | | | |  | | George Bell, a director since 2014, has been affiliated with General Catalyst Partners, a venture capital and private equity firm, as a Managing Director and then an Executive in Residence, from 2006 to 2016. Mr. Bell■GawkBox, Inc. (2019) ■Foodee Media (2021) ■Ripl (2022) Background: Ms. Birnbaum is a 30-year veteran of creating and growing consumer-facing and software businesses. From October 2010 to November 2013, he was President and CEO of Jumptap, a General Catalyst portfolio company, which sold to Millennial Media (NYSE: MM). Mr. Bell was also President and CEO of Upromise 2001-2006, sold to Sallie Mae; former chairman and CEO of Excite and Excite@Home 1996-2001; founder of The Outdoor Life Network (now NBC Sports Network); former senior vice president of Times Mirror Magazines, overseeing titles such as SKI and Field & Stream; recipient of the Ernst & Young Entrepreneur of the Year Award for California and New England; four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and vanishing cultures. Mr. Bell is on the board of several technology-enabled private companies, and has served on the board of Angie's List (NYSE: ANGI) since March 2016. Age 60. | | | | | | Mr. Bell’s qualifications for service on the Company’s Board include: (i) more than 30 years of entrepreneurial experience creating and growing consumer businesses as CEO; (ii) significant operating experience in consumer businesses, including introducing new business models and leveraging technology; and (iii) significant experience in assessing company operations and strategy. | | | |  | | Laurie A. Leshin, a director since 2015, became the 16th president of Worcester Polytechnic Institute (WPI) in June of 2014. Dr. Leshin brings to the Wiley boardtechnology leader with over 20 years of experience in product, general management, operations and strategy. Most recently, Ms. Birnbaum served as a leader in academia and government service, and an accomplished record as a space scientist.Chief Operating Officer from 2017 to 2018 at PlayFab prior to its acquisition by Microsoft (NASDAQ: MSFT). Prior to joining WPI, Dr. LeshinPlayFab, Ms. Birnbaum served in a variety of roles at GrubHub (NYSE: GRUB) from 2011 to 2016, most recently as Senior Vice President of product, and led product management, user experience and design during GrubHub's growth from a startup to a public company.Skills & Qualifications ■Brings valuable insights and extensive operational, marketing, sales and strategic experience within the Dean of the School of Science at Rensselaer Polytechnic Institute in New York. There she expandedtechnology industry. | | | | |
| | | | | | Brian O. Hemphill Age: 54 Director Since: 2022 Wiley Committees: –Digital Product and strengthened interdisciplinary scientific research and education, championed diversity in STEM, and significantly expanded fundraising and outreach initiatives. While at Rensselaer, Dr. Leshin continued her work as a scientist for the Mars Curiosity Rover mission and was appointed by President Obama to the Advisory Board for the Smithsonian National Air and Space Museum. Prior to joining Rensselaer, Dr. Leshin served as the deputy director of NASA’s Exploration Systems Mission Directorate, where she was responsible for oversight of NASA’s future human spaceflight programs and activities. Dr. Leshin also worked as the director of science and exploration at NASA’s Goddard Space Flight Center. Dr. Leshin is a recipient of NASA’s Outstanding Leadership Medal, NASA’s Distinguished Public Service Medal, and the Meteoritical Society’s Nier Prize. She has served on theTechnology Committee –Governance Committee | Outside Directorships: ■ODU Educational Foundation Board of DirectorsTrustees ■ODU Research Foundation Board of Women in AerospaceTrustees ■ODU Athletic Foundation Board of Trustees ■ODU Real Estate Board of Trustees ■Jefferson Science Associates, LLC Board of Directors ■Preston Hollow Community Capital Board of Managers ■Sun Belt Conference Board of Directors Former Directorships Held During the Past Five Years: ■Genedge (2022) ■The Lebron James Family Foundation I Promise Institute Bureau (2023) ■American Association of State Colleges and the Council of the American Geophysical Union. Age 52. | | | | | | Universities (AASCU) (2023) Background: Dr. Leshin’s qualifications for service on the Company’s Board include: (i)Hemphill has extensive executive leadership experience in academia, and government service; (ii) being a leading scientist and educator in her field, (iii)bringing insight into the needs and practices of the academic and research community critical for developing and innovating new business models in our key businesses. Dr. Hemphill has served as Old Dominion University's (ODU) ninth president since 2021 and previously served as Radford University's seventh president from 2016 to 2021. In his role as President of ODU, Dr. Hemphill serves on a variety of boards and commissions, including serving on the board of directors of American Association of State Colleges and Universities (AASCU). Dr. Hemphill has also held senior roles at various educational institutions earlier in his career, including the University of Arkansas-Fayetteville, Northern Illinois University, and West Virginia State University. Skills & Qualifications: ■Brings valuable insights and extensive executive leadership and operational experience in academia and active engagement with leaders, faculty, and students in the academic community. |
| | | | | | | | |  | | William Pence, joined the 7 |
Proposal No. 1 - Election of Directors
| | | | | | Inder M. Singh Age: 64 Director Since: 2021 Wiley Board on May 1, 2016. Committees: –Audit Committee | Outside Directorships: ■Affinity Federal Credit Union ■IonQ (NYSE: IONQ) Background: Mr. Pence is an accomplished leader in the digital technology industry with over 25 years of experience. Most recently, Mr. Pence was Global Chief Technology Officer for AOL. In that role he led all aspects of AOL’s global technology strategy, platform developmentSingh has extensive finance and external technology partnerships,corporate management experience, as well as playing a key leadership roleknowledge in the overall strategytechnology and direction of AOL. He also createdinfrastructure sectors in both developed and led Area 51, which was focused on synchronizing innovation efforts across AOL’s venture investments, incubators, university relations, and internal R&D. Before joining AOL, Mr. Penceemerging markets having served as Executive Vice President and Chief TechnologyFinancial Officer of WebMDArm Limited from 20072019 to 2014 as well as Chief Operating Officer of WebMD from 20122022. From 2016 to 2014. At WebMD, he led many cross-company initiatives that drove innovative new products, improved operational efficiencies and user experiences for consumers and advertiser partners. He also drove technology and corporate operations improvement through automation, cloud technology and data management systems.2019, Mr. Pence was instrumental in mobile product efforts across WebMD’s properties as well as the company’s global expansion. Prior to WebMD, Mr. Pence served as Chief Technology Officer and Senior Vice President at Napster from 2003 to 2007. From 2001 to 2003, heSingh served as Senior Vice President and Chief TechnologyFinancial Officer, and in 2016, as Chief Strategy and Marketing Officer, of Pressplay,Unisys Corp. Prior to that, Mr. Singh was a Universal Music Group/Sony Music Entertainment joint venture,Managing Director at SunTrust Bank's equities unit from 2013 to 2016, and from 2000 to 2001 he served asa Senior Vice President and Chief Technology Officer of Universal Music Group. Previously,in finance at Comcast Corporation from 2012 to 2013. Mr. Pence spent more than a decade at IBM. Age 54. | | | | | | Mr. Pence’s qualifications for service on the Company’s Board include: (i) 25 years of experience in developing and bringing innovative technology based products to market and (ii) operating experienceSingh has advised startups as a technology executive. | | | |  | | Kalpana Raina, a director since 2009, is Managing Partner of 252 Solutions, LLC, an advisory firm, since 2007. Previously, Ms. Raina was a senior executive with The Bank of New York Mellon Corp. She joined the bank in 1988 and held a variety of leadership positions including Executive Vice President and Head of European Country Management and Corporate Banking. Prior to that, she served in Mumbai, India, as Executive Vice President, International. During her eighteen-year career at Bank of New York she had responsibility for clients in the media, telecommunications, healthcare, retailing, hotels and leisure and financial services industries in Asia, Europe, and the United States. Ms. Raina is a member of Women Corporate Directors, The National AssociationColumbia University's Entrepreneurship Advisory Board and Engineering Development Council. He has participated as a project advisor for the U.S. Department of Corporate Directors, a director of Information Services Group, Inc., a director of Yellow Media Group, a Canadian public company, since December 2012,Homeland Security on national security and was a director of Real Networkscritical infrastructure matters.Skills & Qualifications: ■Has held multiple leadership positions with financial and The World Policy Institute until December 2013. Ms. Raina is also a past member of The US-India Business Council. Age 62.accounting oversight responsibility throughout career. Valuable insights in the technology and infrastructure industries. |
| | | | | | | The Board recommends a vote "FOR" the election of all Director Nominees | |
Proposal No. 1 - Election of Directors Directors to be Elected by Class B Shareholders and their Qualifications | | | | | | Mari J. Baker Age: 58 Director Since: 2011 Wiley Committees: –Governance Committee (Chair) –Executive Compensation and Development Committee | Outside Directorships: ■Blue Shield of California Former Directorships Held During the Past Five Years: ■Healthline, Inc. (2020) ■Quicken, Inc. (2021) ■GoShip, Inc. (2023) Background: Ms. Raina’s qualifications for service on the Company’s Board include: (i) 18 years of experienceBaker has served as a media banker to industry; (ii) servicenon-executive director since 2006 and has experience serving on the boards of various other media/technology companies;multiple for-profit corporations and (iii) significant experience managing divisions in Europelarge non-profit organizations. She is an experienced general manager and Asia. |
| | Directors to be Elected by Class B Shareholders and Their Qualifications |
 | | Matthew S. Kissner, a director since 2003, is the Chairman of the Board of Directors of John Wiley & Sons, Inc. and was appointed as the Company’s Interim Chief Executive Officer on May 8, 2017. He is also a member of the Board Executive Committee of the Regional Plan Association, a non-profit urban research and advocacy organization that develops long-range plans and policies to guide the growth and improve the prosperity, infrastructure, sustainability, and quality of life of the New York/New Jersey/Connecticut metropolitan region. Age 63.
Mr. Kissner’s extensive leadership experience includes several senior positions with Pitney Bowes, where he led a number of businesses,business leader, as well as leadership roles with Bankers Trust, Citibank, and Morgan Stanley. He has also been a private equity operating partner focusing on business, financial, and healthcare services. Mr. Kissner is an alumnusknowledge of New York University, where he obtained an MBA and a BS in Education, both with honors.
| | | |  | | Mari J. Baker, a director since 2011,digital marketing. She has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEOChief Executive Officer of PlayFirst, Inc. and Navigenics, Inc., COOChief Operating Officer of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has also been involved in the venture capital, community,higher education, and executive leadership communities, in various capacities, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; inon the higher education community, as a TrusteeBoard of Trustees of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization.University. In addition to John Wiley, & Sons, Ms. Baker currently serves on the board of Blue Shield of California. Age 52.
Ms. Baker’s qualifications forSkills & Qualifications: ■Brings wide-ranging operational and executive leadership experience with Fortune 50 companies, combined with over 20 years of board service on the Company’s Board include: (i) service on the boards of Velti, PlayFirst, Navigenicsin public, private and Cozi Group, Inc. and on the Board of Trustees of Stanford University; and (ii) being a proven business leader, experienced general manager and internet marketing veteran. non-profit environments. |
| | | | | | George Bell Age: 66 Director Since: 2011 Wiley Committees: –Executive Compensation and Development Committee (Chair) –Audit Committee | Outside Directorships: ■Association of College and University Educators ■Mavrk ■Material Bank ■Trust for Public Land ■Squash Busters Former Directorships Held During the Past Five Years: ■Care.com, Inc. (2020) ■Angie's List (2020) ■Place IQ (2021) ■Helpsy (2023) Background: Mr. Bell has more than 30 years of entrepreneurial experience in creating and growing consumer-facing and software businesses as a chief executive officer as well as significant operations experience. Currently, Mr. Bell has been a Senior Partner at Archer Venture Capital since 2018. He was affiliated with General Catalyst Partners, a venture capital and private equity firm, as a Managing Director and then an Executive in Residence, from 2006 to 2017. Mr. Bell is also the founder of The Outdoor Life Network (now NBC Sports Network), a recipient of the Ernst & Young Entrepreneur of the Year Award for California and New England; and a four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and vanishing cultures. Skills & Qualifications: ■Brings extensive operational and strategic experience with in the consumer business industry. Valuable insights in technological advancement. |
| | | | | | | | | 
2023 Proxy Statement | | 9 |
Proposal No. 1 - Election of Directors
| | | | | | David C. Dobson, joined Age: 61 Director Since: 2017 Wiley Committees: –Digital Product and Technology Committee –Executive Compensation and Development Committee | Outside Directorships: ■Epiq Former Directorships Held During the Wiley Board on March 22, 2017,Past Five Years: ■Digital River (2019) ■Versapay (2020) Background: Mr. Dobson has over 30 years of experience in transforming and building global technology and service organizations as well as extensive experience in senior leadership positions. Mr. Dobson has served as Digital River’sbeen Chief Executive Officer of Epiq, a global provider of legal and business services, since February 2013.2019, and also serves on its board of directors. Previously, Mr. Dobson was the Chief Executive Officer of Digital River from 2013 to 2018 and served as an independent business consultant from July 2012 to February 2013.Vice Chairman of the Digital River's board of directors until 2019. From July 2010 to July 2012, Mr. Dobson served as executive vice presidentExecutive Vice President and group executive,Group Executive, Global Lines of Business, at CA Technologies, a global provider of products and solutions for mainframe, distributed computing and cloud computing environments.Technologies. From August 2009 to July 2010, Mr. Dobson served as President of Pitney Bowes Management Services, Inc., a wholly owned subsidiary of Pitney Bowes, Inc., a manufacturer of software Skills & Qualifications: ■Brings extensive experience overseeing the technological advancement and hardware and a provider of services related to documents, packaging, mailing and shipping. From June 2008 to July 2009, Mr. Dobson served as Executive Vice President and Chief Strategy and Innovation Officer of Pitney Bowes Inc., where he was responsible for leading the development of the company’s long-term strategy. From June 2005 to June 2008, Mr. Dobson served as chief executive officer of Corel Corporation,transformative growth in a global provider of leading software titles. Prior thereto, Mr. Dobson previously spent 19 years at IBM where he held a number of senior management positions, including corporate vice president, Emerging Business Opportunities,technology and president and general manager, IBM Printing Systems Division. Age 55. Mr. Dobson’s qualifications for service on the Company’s Board include: (i) extensiveorganization. Successful leadership experience across roles in senior management positions and (ii) experience with building and growing online businesses on a global basis.
various complex businesses. |
| | | | | |  | | Raymond W. McDaniel, Jr., Age: 65 Director Since: 2005 Wiley Committees: –Audit Committee (Chair) –Executive Committee
| Outside Directorships: ■Muhlenberg College ■Raymond James Financial (NYSE: RJF) Former Directorships Held During the Past Five Years: ■Moody's Corporation (2023) (NYSE: MCO) Background: Mr. McDaniel is a seasoned non-executive director, since 2005, has been Chief Executive Officer of Moody’s Corporation since April 2005. From 2005 to April 2012 he alsohaving served as Chairmanthe non-executive chairman of Moody’s Corporation. In April 2012 he was named Presidentthe board of Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief Operating Officerdirectors of Moody’sMoody's Corporation from January 2004; President of Moody’s Corporation from October 2004;2021 to 2023 and President of Moody’s Investors Service since 2001. In prior assignments with Moody’s, he served as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation Board of Directors since 2003. In 2015 Mr. McDaniel was named as a member of the Board of Trustees of Muhlenberg College. Age 59.board since 2003. Mr. McDaniel’s qualifications for service on the Company’s Board include: (i) over eight years of experience as Chairman and over 12 years of experience as Chief Executive Officer of Moody’s Corporation; (ii)McDaniel is also a global leader with extensive international experience; and (iii) experience in implementing international business expansion, andincluding the launch of new products. He previously served as the Chief Executive Officer of Moody's Corporation for over 15 years from 2005 to 2020 as well as held additional roles in senior leadership including as Chairman, President and Chief Operating Officer of Moody's Corporation. Skills and Qualifications: ■Led a global risk assessment firm for over 20 years. Brings extensive strategic and operational knowledge of a highly regulated financial services company. |
Proposal No. 1 - Election of Directors
| | | | | |  Brian A. Napack Age: 61 Director Since: 2017 Wiley Committees: –None | | William J. Pesce,Outside Directorships: ■Association of American Publishers (AAP) ■Business Higher Education Forum (2023) Former Directorships Held During the Past Five Years: ■Burning Glass (2019) ■Zero to Three (2022) Background: Mr. Napack is President and CEO of Wiley, a global leader in research and education and one of the world's leading publishers. He is the 14th president in Wiley's 216-year history. Prior to joining Wiley in 2017, Mr. Napack was a senior advisor at Providence Equity Partners, a leading investor in media, education, information, and communication. He also served as President of Macmillan where he oversaw multiple businesses including education, digital media, consumer books, and magazines. Prior to Macmillan, he was a partner at L.E.K. Consulting, a global management consulting firm, leading its Media and Entertainment and Publishing and Education practices. He also founded and was CEO of ThinkBox, an education software company focused on early childhood. Earlier in his career while with The Walt Disney Company, Mr. Napack founded Disney Educational Publishing and co-founded Disney Interactive. Prior to Disney, he held senior roles at Simon & Schuster and A.T. Kearney. A staunch advocate for free speech and a defender of the critical role publishers play in a democratic society, Mr. Napack currently serves as an officer in the position of Vice Chair for the Association of American Publishers (AAP). He has been a director since 2017 and an officer since 2019, including serving as Chair of the Board from September 2020 to January 2022. The AAP represents the leading book, journal, and education publishers in the U.S. and advocates for policies and practices that defend and advance freedom of speech, intellectual property rights, and free and fair markets. Mr. Napack also serves on the board of the Business Higher Education Forum after recently serving as Chairman. BHEF is a non-profit membership organization dedicated to bridging the talent gap by building data-driven pathways that use education to connect talent to jobs. Previously, he served as a member of the boards of Zero to Three, Blackboard Inc., Houghton Mifflin Harcourt, Burning Glass, Ascend Learning, Recorded Books, Ingram Industries, myON, Education Management Corporation, and Synergis Education.. Skills & Qualifications: ■Extensive background as a leader and innovator in the media, education and information industries. ■Proven focus on the creation, management and growth of businesses in education and information that leverage new strategies, business models, technologies and distribution platforms to address evolving market demand. ■Significant experience gained through managing and serving on the boards of a wide array of companies within Wiley's industries. |
Proposal No. 1 - Election of Directors
| | | | | | William J. Pesce Age: 72 Director Since: 1998 Wiley Committees: –Executive Committee (Chair) | Outside Directorships: ■William Paterson University Board of Trustees ■Pesce Family Ventures, LLC Background: Mr. Pesce has extensive experience with leading a global public company, strategic planning, financial planning and analysis, acquisitions and partnerships, and investor relations. In addition, through his active engagement in the academic community and investing in early stage companies, he has exposure to innovative, technology-enabled business models. He has served as the Company’sCompany's 10th President and Chief Executive Officer for 13 years from May 1998 to April 2011, when he retired after nearly 22 years at the Company. Mr. Pesce is a member of the Board of Trustees of William Paterson University, where he serves as a member of the Executive Committee, Chair of the Educational Policy and Student Development Committee and member of the Nominations and Governance Committee.University. Mr. Pesce is also a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He served on the Board of Overseers of NYU’sNew York University's Stern School of Business for 17 years.years until 2005. Mr. Pesce serves as a guest lecturer, speaking with students about leadership, ethics and integrity. Healso launched Pesce Family Ventures, LLC in 2015 with the aim to invest in early stageearly-stage companies, particularly entities that leverage enabling technology to serve customers. Age 66. | | | | | | Mr. Pesce’s qualifications for service on the Company’s Board include: (i) over three decades ofSkills & Qualifications: ■Brings extensive strategic, operational and financial oversight experience in publishing; (ii) 13 years as President and Chief Executive Officer, a period in which the Company recorded double-digit compound annual growth in revenue, EPS and the Company’s stock price, while being named to several “best companies” lists; extensive experience withthrough leading a global public company strategic planning, financial planning and analysis, acquisitions and partnerships, and investor relations; active engagement with leaders, faculty and studentsvaluable insights in the academic community; andcommunity, with exposure to innovative, technology-enabled business models at early stage companies. |
| | | | | | Jesse C. Wiley Age: 53 Director Since: 2012 Wiley Committees: –None | | |  | | William B. Plummer,
Outside Directorships: ■None Former Directorships Held During the Past Five Years: ■None Background: Mr. Wiley has broad and deep experience in Wiley's industries with partners and customers in the markets Wiley serves. He also brings in-depth knowledge of numerous businesses, functions and initiatives within Wiley, including in digital publishing, online learning, new product and business model development, partnerships and acquisitions. Mr. Wiley was elected Chair of the Board of Directors of the Company in 2019, having served as a director since 2003, has been Executive Vice President and Chief Financial Officer of United Rentals, Inc. since December 2008. Previously he was Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc. from September 2006 to December 2007.2012. Prior to that hebeing elected as Chair, Mr. Wiley was Vice President & Treasurer of Alcoa, Inc. since 2000. Before joining Alcoa, he was with Mead Corporation as President, Gilbert Paper Division during 2000; Vice President, Corporate Strategy and Planning from 1998 to 2000; and Treasurer from 1997 to 1998. Prior to joining Mead, he held a number of increasingly responsible positions with the General Electric Company, most recently as Vice President, Equity Capital Group, General Electric Capital Corporation from 1995 to 1997. Mr. Plummer formerly served on the board of UIL Holdings Corporation, where he was a member of both the Compensation and Executive Development committee and the Retirement Benefits Plans Investment committee. He currently serves on the board of Global Payments, Inc., where he chairs the Audit committee and is a member of the Risk Oversight committee. Age 58.Mr. Plummer’s qualifications for service on the Company’s Board include: (i) over ten years of service as the Chief Financial Officer or Treasurer of publicly-traded companies, including operating experience as President of an operating division of Mead Corporation; (ii) audit committee experience; and (iii) experience in acquisitions and divestitures.
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| | |  | | Jesse C. Wiley, a director since 2012, has been an employee of the Company since 2003. Most recently, Mr. Wiley workshas worked in Wiley's Research division on Wiley’s corporate planningbusiness development including building partnerships with academic societies and development team, including involvementhelping grow business and partnerships in M&A projects and business development.China. Previously he worked in corporate M&A and strategy development, on international and business development, digital and new business initiatives, and theproduct development of electronic products within the PD division.division formerly known as Professional Development. Prior to that, he worked as ana marketer and editor and marketer. Age 47.
of professional books. Skills & Qualifications: ■Mr. Wiley’s qualifications for service on the Company’s Board include experience with customers and in the markets Wiley services through work in many functionsis a 7th generation member of the Company’s businesses, including marketingWiley family and editorialbrings to the Board deep knowledge and working atappreciation of the forefrontcontributions the Company makes to research and education now and throughout its history. His alignment with shareholder and stakeholder interests makes Mr. Wiley an important part of digital publishing and learning, developing new products and business models, and developing and executing acquisitions. He hasthe Board’s decision-making processes along with a Certificatemajority of Director Education from the National Association of Corporate Directors.independent directors. |
| | | | | The Board recommends a vote “FOR”"FOR" the election of its nominees. |
| | Proposal 2. Ratification of KPMG as Independent Accounting Firmall Director Nominees | |
| | | | | | | | | | 12 | | The Audit2023 Proxy Statement |
Proposal No. 1 - Election of Directors Departing Director Dr. Leshin, who has served as a director of the Company since 2015, will not stand for reelection at the Annual Meeting. | | | | | | Laurie A. Leshin Age: 58 Director Since: 2015 Wiley Committees: –Executive Committee is responsible for | Outside Directorships: ■FIRST ■Watermark Insights Former Directorships Held During the appointment, compensationPast Five Years: ■BoldlyGo Institute (2019) ■American Association of Colleges and oversightUniversity (2020) ■Association of Independent Colleges & Universities of MA (AICUM) (2022) ■MA HighTech Council (2022) ■Worcester Polytechnic Institute (2022) ■John F. Kennedy Library Foundation (2023) Background: Dr. Leshin, a leading scientist and educator, has over 20 years of leadership experience in academia and government service bringing insight into the needs and practices of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent auditorsacademic and research community critical for fiscal year 2018. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the shareholders because we believe it is a matter of good corporate practice. | | | | | | The Audit Committee,developing and innovating new business models in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions. | | | | | | Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting: | | | | | | “RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2018 be, and it hereby is, ratified.” | | | | | | In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2018 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders. | | | | | | The Board of Directors recommends that you vote “FOR” the ratification of the appointment of independent public accountants. |
| | | | | Proposal 3. Advisory Vote on Named Executive Officer Compensation | | | | | | We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables, narrative discussion, and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.
| | | | | | Compensation for our Named Executive Officers in Fiscal 2017 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in Fiscal 2017 and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward superior performance and limit rewards for performance below targets. Our Fiscal 2017 compensation packages reflect these guiding principles. | | | | | | The discussion set forth in the Compensation Discussion and Analysis on pages 26 to 51 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy. |
| | A vote “FOR” approval will be a vote in favor of the following resolution: | | | | | | “RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve on an advisory basis the compensation of the Company’s Named Executive Officers, as described in the compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.” | | | | | | The Board of Directors Recommends A Vote “For” Approval, On An Advisory Basis, Of The Compensation Of John Wiley & Sons, Inc.’s Named Executive Officers As Disclosed In This Proxy Statement. |
| | Proposal 4. Advisory Vote on Frequency of Named Executive Officer Compensation Vote
We are presenting the following proposal, which gives you as a shareholder the opportunity to inform the Company as to how often you wish the Company to include a proposal, similar to Proposal 3, in our Proxy Statement. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934.
Our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company and therefore the Board is again recommending that stockholders select a frequency of every year. The Board considers that an advisory vote at such frequency will provide our stockholders with sufficient time to evaluate the effectiveness of our compensation philosophy, objectives and practices in the context of our business results. The holders of a majority of the Company’s outstanding shares agreed with our approach when the last advisory vote was solicited and selected a frequency of once every year.
With respect to the advisory proposal on the frequency of holding future advisory votes on the compensation of our named executive officers, you may vote for “Every Year,” “Every Two Years” or “Every Three Years” or mark your proxy “Abstain.” We will consider shareholders to have expressed a non-binding preference for the frequency that receives the highest number of favorable votes.
While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.
| | | The Board of Directors Recommends A Vote For “Every Year,” On An Advisory Basis, On the Frequency Vote To Approve Named Executive Officer Compensation.
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| | GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE | | | | | | The Company’s Board of Directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders are served. The Company’s business is conducted by its employees under the direction of the CEO and with the oversight of the Board. | | | | | | Board of Directors and Corporate Governance | | | | | | Director Independence | | | | | | The Board is currently composed of eleven (11) members. Jesse C. Wiley is a member of the Wiley family. Matthew S. Kissner is currently serving as the Company’s Interim CEO. The Board has affirmatively determined that all of our directors, except Matthew S. Kissner and Jesse C. Wiley, meet the independence guidelines the Board sets forth in its Corporate Governance Principles which are published on our web site at http://www.wiley.com/WileyCDA/Section/id-301708.html. | | | | | | Board Leadership Structure | | | | | | The Board of Directors is currently led by Matthew S. Kissner, our Chairman and Interim Chief Executive Officer. | | | | | | Meetings of the Board of Directors are called to order and led by the Chairman. All members of the Board are elected annually. | | | | | | At this present time, the roles of Chairman and Chief Executive Officer are combined as Mr. Kissner serves as the Company’s Interim Chief Executive Officer. The Board of Directors believes this combined role is in the best interest of its shareholders given Mr. Kissner’s tenure as a director since 2003 and his familiarity with the Company’sWiley's key businesses. However, once the Company appoints a new Chief Executive Officer, the Board of Directors expects to again separate the roles of Chairman and Chief Executive Officer. The Board of Directors believes separating the roles of Chairman and Chief Executive Officer allows our Chief Executive Officer to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chairman to lead the Board of Directors in its oversight and advisory roles. Because of the many responsibilities of the Board of Directors and the significant amount of time and effort required by each of the Chairman and Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success.
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| | For the foregoing reasons, the Board of Directors has determined that its current leadership structure is appropriate and in the best interests of the Company’s shareholders. | | | | | | Other Governance Practices | | | | | | Non-Management Executive Sessions: The Board has regularly scheduled non-management executive sessions of non-management directors following each Board meeting. | | | | | | Orientation and Continuing Education: The Company’s new directors are required to attend orientation sessions. The Company also conducts ongoing training or continuing director education for its Board members and is supportive of, and reimburses its directors for, attending director education programs. | | | | | | Annual Meeting:The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been a long-standing practice for directors to attend. In September 2016, all directors standing for election attended the Annual Meeting. | | | | | | Annual Evaluation:The Board annually conducts a self-evaluation of the Board and its individual members, including the Chairman of the Board. | | | | | | In 2017, the Board engaged a third party facilitator to help administer the annual Board Evaluation. The objective of the annual evaluation is to ensure that the Board is functioning at a high level and is providing the best value and performance for the Company’s stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board, Board committees and individual directors. The information obtained from the annual evaluations is used to direct future Board agendas, ensure good communication among the directors and with management, and to review future board candidate qualifications. |
| | Code of Ethics. The Company has adopted a Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s website at www.wiley.com/WileyCDA/Section/id-301715.html. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website. | | | | | | Committees of the Board of Directors and Certain Other Information Concerning the Board | | | | | | Committee Structure | | | | | | The Board has established five standing committees: the Audit Committee, the Executive Compensation & Development Committee, the Governance Committee, the Executive Committee, and the Technology Committee. Each Committee conducts an annual self-evaluation of performance and reviews compliance with the current charter of the committee. The Board reviews and approves the committee charters annually. Copies of the committee charters can be found on our website at www.wiley.com.
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| | The following table indicates Board membership and total meetings of the Board and its standing committees in Fiscal 2017: |
| | Name | Board | Audit | Compensation | Executive | Governance | Technology | | | Mark J. Allin** | X | | | X | | | | | Mari Jean Baker | X | C* | | | | X | | | George Bell | X | | X | | C* | | | | David C. Dobson*** | X | X | | | | | | | Matthew S. Kissner | C* | | | | | | | | Raymond W. McDaniel, Jr. | X | | C* | X | | | | | Eduardo Menascé** | X | X | | | | | | | Laurie A. Leshin | X | | X | | | | | | William Pence | X | | | | X | X | | | William J. Pesce | X | | | C* | X | | | | William B. Plummer | X | X | | | | X | | | Kalpana Raina | X | X | | | | | | | Jesse C. Wiley | X | | | X | X | C* | | | Peter Booth Wiley ** | X | | | | X | | | | Fiscal 2017 Meetings | 12 | 8 | 6 | 8 | 4 | 5 |
| | * Committee Chair | | | | | | Note: From May 1, 2016 to September 22, 2016, Mr. McDaniel and Mr. Menascé served on the Audit Committee, at which time Mr. Plummer and Ms. Raina replaced them for the balance of Fiscal 2017. From May 1, 2016 to September 22, 2016, Ms. Raina served as Chair of the Compensation Committee, at which time Mr. McDaniel replaced her as Chair for the balance of Fiscal 2017. From May 1, 2016 to September 22, 2016, Mr. Plummer served on the Compensation Committee. From May 1, 2016 to September 22, 2016, Mr. Peter B. Wiley served on the Governance Committee, at which time Mr. Jesse C. Wiley replaced him for the balance of Fiscal 2017. Mr. Pence was appointed to the Governance Committee on September 22, 2016. | | | | | | ** Messrs. Eduardo Menascé and Peter B. Wiley each tendered their resignations from the Board in 2016 and did not stand for reelection at the 2016 Annual Meeting. Mr. Allin resigned as a director on May 8, 2017. He will not be standing for reelection at the 2017 Annual Meeting.
*** Mr. Dobson was appointedShe currently serves as a Director on March 22, 2017,of NASA's Jet Propulsion Lab, a research and was appointeddevelopment lab operated for NASA by Caltech, since 2022. She previously served as the 16th president of Worcester Polytechnic Institute (WPI) from 2014 to 2022. Prior to WPI, Dr. Leshin served as the Audit Committee as of June 20, 2017.
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| | During Fiscal 2017, allDean of the Directors attendedSchool of Science at least 75%Rensselaer Polytechnic Institute in New York from 2011 to 2014. At NASA's Goddard Space Flight Center, she served as Director of Science, then Deputy Director for Science and Technology from 2005 to 2008. In 2010, she became Deputy Associate Administrator of the meetingsExploration Systems Mission Directorate at NASA Headquarters. Dr. Leshin is a recipient of NASA's Outstanding Leadership Medal, NASA's Distinguished Public Service Medal, and the Meteoritical Society's Nier Prize.Skills & Qualifications: ■Brings valuable insights and extensive executive leadership and operational experience in academia and government service. Brings in depth knowledge of the Board of Directorsresearch environment being a leading scientist and the respective committees of the Board of Directors of which they were a member.educator in her field. |
Proposal No. 1 - Election of Directors Board Composition and Refreshment Our Board is comprised of diverse and engaged individuals with a wide range of relevant qualifications, skills and experiences, each of whom contribute to the overall effectiveness of our Board and committees. We believe the Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills, viewpoints and experiences. Our Governance Committee is primarily responsible for maintaining a balanced and diverse Board through robust succession planning and refreshment processes. In doing so, the Governance Committee takes into consideration the corporate strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director qualifications. To promote thoughtful Board refreshment, we: ■Developed a comprehensive, ongoing Board succession planning process; ■Conduct an annual Board and Committee assessment process and periodic individual director assessments; ■Conduct ongoing reviews of the skill sets of the Board in comparison to the Company's long-term strategies; and ■Adopted a policy in which no director may stand for election to the Board after reaching the age of 75. The following reflects information of our current Board. Four of the 11 current directors have joined the Board over the last five years. The average age of our directors is 60 years. The average tenure of all our directors is 8.6 years. The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, including potential nominees recommended by current directors, retained search firm or shareholders. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees. The full Board reviews and has final approval of all potential director nominees being recommended to the shareholders for election to the Board. The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members: ■The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; ■A director should have the required expertise and experience, a proven record of professional success and leadership and be able to offer advice and guidance to the Company; ■A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; ■A director should have the ability to work effectively with others; ■The Board also considers diversity factors, such as business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics; | | | | | | | | | | 14 | | Executive Committee. The Executive Committee exercises the powers of the Board as appropriate in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible. The Executive Committee reviews the annual objectives of the Chairman and CEO and recommends approval of the objectives by the Board. The Executive Committee also evaluates the performance of the Chairman and CEO throughout the year relative to the approved objectives, and provides an annual assessment to the Executive Compensation and Development Committee (for compensation) and the Board of Directors (for approval of assessment).2023 Proxy Statement |
Proposal No. 1 - Election of Directors ■A majority of directors should be independent; and ■A director retires from the Board at the annual meeting following his or her 75th birthday, unless an exception is approved by the Board.
Consideration of Board Diversity Throughout the director selection and nomination process, the Governance Committee and the Board seek to achieve diversity within the Board with a broad array of viewpoints and perspectives that are representative of our global business. The Governance Committee adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics or any other protected category under applicable law. This process is designed to assist the Board in identifying potential board members with diverse backgrounds, perspectives and experience, including appropriate financial and other expertise relevant to the business of the Company. The director nomination processes call for the consideration of a range of types of diversity, including business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, and disability. In fact, diversity is one of the enumerated criteria the Board has identified as critical in maintaining among its current and potential directors. The Board also annually assesses the diversity of its members as part of its assessment process. 27% / 73% 2 of 5
Female Directors Male Directors Committees chaired by Female Directors 45% 3 Directors 2 Directors
of our directors are diverse are women are ethnically diverse Director Orientation and Continuing Education All new directors participate in our director orientation program over the course of the first year serving on our Board. New directors have a series of meetings over time with each member of the Board, and senior management representatives from the business and shared services areas to review and discuss information about the company, including the Company’s business, financial performance, strategic plans, executive compensation program, controls and corporate governance policies and practices. Based on input from our directors, we believe this gradual onboarding approach, coupled with additional committee-specific training and materials, provides new directors with a strong foundation in the Company’s businesses, connects new directors with other members of the Board and members of management with whom they will interact and see, and accelerates their effectiveness to engage fully in Board deliberations. | | Audit Committee. | | | | | | | | 2023 Proxy Statement | | 15 |
Proposal No. 1 - Election of Directors Continuing education is also provided during Board meetings and other Board discussions as part of the formal meetings, and as stand-alone information sessions outside of meetings to help keep them appropriately apprised of key developments in the Company’s businesses and industries, as well as developments in corporate governance. The directors are also encouraged to visit the Company’s global offices and to attend Company sponsored events, which provide the directors with an opportunity to see and experience firsthand the execution and impact of the Company’s strategy and to engage with senior leaders and associates to deepen their understanding of the Company’s business and corporate culture. In addition, the Company pays for all reasonable expenses for any director who wishes to attend external director continuing education programs.
Board and Committee Assessments The Board believes self-evaluations of the Board, the Governance Committees and individual directors are important elements of corporate governance. As such, the Board and each of its committees conduct a self-evaluation at least annually and individual director evaluations periodically. In addition, informal evaluations are conducted after every quarterly meeting of the Board by the Chair of the Board and the Chair of the Governance Committee so that directors have an opportunity to share perspectives, feedback and suggestions year-round, both in and outside of the boardroom. As part of this process, tailored questionnaires for the Board and each committee are reviewed and approved by the Governance Committee prior to the distribution to each of the directors. Following completion of the questionnaires, the Chair of the Governance Committee and non-executive Chair meet individually with each director to solicit individual feedback. The results of the committee evaluations are shared with the Chairs of each committee on an anonymized basis. The Chair of the Governance Committee then provides the Governance Committee and the Board with a summary of responses to the questionnaires. Separately, each committee Chair additionally reviews the applicable committee self-evaluation results with members of the relevant committee. Our assessment processes enable directors to provide confidential feedback on topics including: meeting agenda and materials, the Board’s culture, quality of discussions, engagement, skills and characteristics, participation in the strategic planning process, engagement with management, perspectives to consider for future Board refreshment, and topics of focus in the coming year as well as director education topics. Periodically, the Board engages a third-party facilitator to help administer the annual Board and committee evaluations. The objective of the annual evaluation is to ensure that the Board as a whole, its committees, and its individual directors are functioning at a high level and providing the best value and performance for the Company’s stakeholders, management and employees.
Shareholder Recommendations and Nominations of Director Candidates The Governance Committee will consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Chair of the Governance Committee to determine whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “2024 Shareholder Proposals and Director Nominations” on page 80 of this Proxy Statement. The recommendation should include, among other information, the candidate’s name, biographical data, and a description of his or her qualifications, including with respect to diversity.
Corporate Governance Key Corporate Governance Documents The following key corporate documents are available at www.wiley.com/en-us/corporate-governance: Corporate Governance Principles; the Business Conduct and Ethics Policy; Code of Ethics Policy for Senior Financial Officers; and the Charters of our Audit, Executive Compensation and Development, Governance, Digital Product and Technology ("Technology Committee"), and Executive Committees of the Board.
Business Conduct and Code of Ethics The Company has adopted a global Business Conduct and Ethics Policy that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its senior financial officers. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website. You can find the Code of Ethics on the Company’s website at www.wiley.com/en-us/corporategovernance. The Company's Vendor Code of Conduct (the “Vendor Code”), applicable to suppliers, service providers, contingent workers, agents, consultants, independent contractors, and business partners of the Company contains general requirements for vendors to do business with the Company, including responsibility and compliance with laws, protecting confidential information, adherence to equal employment practices, and demonstrating a commitment to responsible environmental stewardship and responsibility.
Corporate Governance Principles To promote the best corporate governance practices, the Company adheres to the Board's Corporate Governance Principles ("Principles"). The Board and management believe that these Principles, which are consistent with the requirements of the Securities and Exchange Commission ("SEC"), are in the best interests of the Company, its shareholders and other stakeholders, including employees, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance. Pursuant to the NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders and stakeholders to abide by all of the NYSE listing rules, regardless of the exemptions available.
Our Board of Directors The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole.
The Board appoints the CEO and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance. The Board plans for the succession of the CEO. The Executive Compensation and Development Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also: ■reviews the Company’s business and strategic plans and operating performance; ■reviews and approves the Company’s financial objectives, investment plans and programs; and ■provides oversight of internal and external audit processes and financial reporting. Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors. Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes must tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation.
Attendance Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. Between May 1, 2022 through April 30, 2023 (“fiscal year 2023” or "FY23"), our Board held 7 meetings and our Committees held an aggregate of 30 meetings. In fiscal year 2023, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served). All members of the Board attended the 2022 Annual Meeting of Shareholders.
Director Independence The Board’s director independence guidelines, which are a part of its Corporate Governance Principles, are consistent with the rules of the NYSE, to assist in determining director independence. For a director to be considered independent, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board is currently composed of eleven (11) members. Brian A. Napack is the Company’s President & CEO. Jesse C. Wiley is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Mr. Napack and Mr. Wiley, meet the independence guidelines the Board set forth in its Corporate Governance Principles.
Board Leadership Structure The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chair of the Board shall be an independent member of the Board. The Board is currently led by Mr. Wiley, our non-executive Chair of the Board. Meetings of the Board are called to order and led by the Chair. The Board believes separating the roles of Chair and CEO allows our CEO to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chair to lead the Board in its oversight and advisory roles. Our Chair is elected by the independent directors of the Board. Because of the many responsibilities of the Board and the significant amount of time and effort required by both the Chair and the CEO to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Company’s Governance Committee is also led by an independent director, Mari J. Baker. Ms. Baker serves as a liaison between the Chair and the independent directors and is available to consult with the Chair and the CEO about the concerns of the Board. For the foregoing reasons, the Board has determined that its current leadership structure is appropriate and in the best interest of the Company’s shareholders. Non-Management Executive Sessions: The Board has regularly scheduled non-management executive sessions during Board meetings. The Board has also scheduled periodic executive sessions with only independent directors during the quarterly Board meetings.
Transactions with Related Persons We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest and in which the amount involved exceeds or is expected to exceed $120,000 since the beginning of the Company’s last completed fiscal year. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships. The Company’s Board has adopted a written policy that requires the CEO to review and approve any related party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions with respect to any director, any executive officer of the Company, any nominee for director, any shareholder owning in excess of 5% of the total equity of the Company, and any immediate family member of any such person. The CEO may elect to refer any related person transaction to the Audit Committee for its review, approval, or ratification if the CEO believes such action is appropriate. The vote of a majority of disinterested directors will be required for the approval or ratification of any related person transaction subject to review by the Audit Committee. Such transactions will only be approved after taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy. Based on information available to us and provided to us by our Directors and executive officers, no such material transactions were entered into during fiscal year 2023.
Committees of the Board of Directors The Board has established five standing committees: the Audit Committee, the Executive Compensation & Development Committee, the Governance Committee, the Executive Committee, and the Digital Product & Technology Committee. The primary responsibilities of each of the committees is described below, together with the current membership and number of meetings held in fiscal year 2023. Currently, all of our Board committees are composed entirely of independent, non-management directors. Charters for all five Board committees are available on our website at www.wiley.com/en-us/corporate-governance. Each Committee conducts an annual self-evaluation of performance against its objectives and reviews compliance with the charter of the committee. The Board reviews and approves the committee charters annually. Committee Members Our fiscal year 2023 year began on May 1, 2022 and ended on April 30, 2023. As part of our broader Board refreshment practices, we review our Committee memberships annually following last year’s Annual Meeting of Shareholders. Directors joining new committees participated in an orientation program, with particular focus on committee memberships, to create a seamless transition. The following table indicates present Board and committee membership, and total meetings of the Board and its standing committees for fiscal year 2023: | | | | | | | | | | | | | | | | | | | | | | Director | Board | Audit | Compensation | Executive | Governance | Technology | Brian A. Napack1 | ■ | | | | | | | Mari J. Baker | ■ | | ■ | | | | | George Bell | ■ | ■ | | | | | | Beth A. Birnbaum | ■ | | | | ■ | | | David C. Dobson | ■ | | ■ | | | ■ | | Brian O. Hemphill | ■ | | | | ■ | ■ | Laurie A. Leshin2 | ■ | | | ■ | | | | Raymond W. McDaniel, Jr. | ■ | | | ■ | | | | William J. Pesce | ■ | | | | | | | Inder M. Singh | ■ | ■ | | | | | Jesse C. Wiley1 | | | | | | | Number of Fiscal Year 2023 Meetings3,4 | 7 | 10 | 5 | 6 | 4 | 5 |
 Board or Committee Chair1Mr. Napack and Mr. Wiley are not members of a standing committee. 2On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. 3The Board's quarterly meetings are conducted over a two-day period. 4The Audit and Digital Product and Technology Committees hold a joint meeting on an annual basis as part of their oversight of cyber risk. The total for each of the committees reflects the joint meeting.
| | | | | | | | | | | | Audit Committee assists | | | | | Primary Responsibilities ■Assisting the Board in fulfilling its fiduciary oversight responsibilities relating to the integrity of the Company’s financial statements filed with the SEC, accounting policies, adequacy of disclosures, the Company’s compliance with legal and regulatory requirements, the financial reporting process, the systems of internal accounting and financial controls established by management, the controls relating to corporate environmental, social and governance reporting, and the sufficiency of auditing relative thereto. The Audit Committee is also responsible for evaluating ■Evaluating the qualification, independence and performance of the independent public accounting firm engaged to audit the Company’s financial statements, including reviewing and discussing with such firm their independence and whether providing any permitted non-audit services is compatible with their independence;independence. ■Reviewing the performance and effectiveness of the internal audit function, including its objectives, responsibilities, and compliance with International Standards for the Professional Practice of Internal Auditing, and qualifications of internal audit staff. ■Reviewing and approving the internal audit plan. ■Assisting the Board in fulfilling its oversight responsibilities regarding the Company’s policies and processes with respect to risk assessment and risk management, including overseeing the Company’s assessment and reporting of material risks and any significant non-financial risk exposures and reviewing reports from management on material risk topics. ■Establishing and maintaining oversight for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company’s accounting, internal accounting controls, auditing matters and business conduct in accordance with the Business Conduct and Ethics Policy. ■Maintaining financial oversight of the Company’s employees’employee retirement and other benefit plans and making recommendations to the Board with respect to such matters; oversightmatters. ■Reviewing with management an assessment of the Company’s Enterprise Resources Platform (ERP), along with the Technology Committee;technology and review, ratificationinformation security risks, including cybersecurity and data privacy, and controls implemented to monitor and mitigate these risks. ■Reviewing, ratifying and/or approval ofapproving related person transactions. The Audit Committee holds discussions with management ■Reviewing and discussing quarterly earnings prior to theits release, of quarterly earnings, and also reviewsreviewing quarterly results prior to filings. | | | | | | Financial Expertise and Independence The Board has determined that Ms. Baker, Ms. Raina,Raymond W. McDaniel, Jr. and Mr. Plummer areInder M. Singh satisfy the criteria adopted by the SEC to serve as “audit committee financial experts,” as definedexperts” and that all of the members of the Audit Committee are independent directors and financially literate pursuant to the applicable requirements under the SEC and NYSE rules. All members No Audit Committee member concurrently serves on the audit committee of themore than two other public companies. Audit Committee are independent under the rules of the New York Stock Exchange (the “NYSE”) and are financially literate under the NYSE rules. | | | | | | ReportThe Audit Committee CharterReport is availableset forth beginning on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301711.html.page 39 of this Proxy Statement. | |
Met 10 times in FY2023
Current Committee Members Raymond W. McDaniel, Jr., Chair George Bell Inder M. Singh
| | | | | | Executive Compensation and Development Committee. The | | | | | | | | | | | | |
| | | | | | | | | | | | Executive Compensation and Development Committee (the “ECDC” or | | | | | Primary Responsibilities ■Overseeing all aspects of the “Compensation Committee”) sets appropriateexecutive compensation levelsprogram and ensure the program best achieves the Company’s objectives, considering the business strategy, talent needs, and market data trends. ■Reviewing and recommending for Board approval the CEOCEO’s annual compensation based on market data, and determines(i) CEO objectives reviewed by the appropriate incentive compensation for the CEO based on objectives and theExecutive Committee, (ii) performance evaluation against those objectivesevaluations conducted by the Executive Committee, and reports(iii) market and/or peer group data, including base salary, incentive compensation, equity compensation, and any perquisites. ■Reviewing and approving management’s recommendations, and providing guidance on matters, relating to Senior Officer appointments, compensation levels, incentive plan goals, and award payouts, including any other key agreements. ■Leading the review of succession planning, development and talent assessment for executive officers (including the CEO) and other critical senior management roles, as needed, with the support of the Executive Committee; and discussing succession planning and talent reviews with the full Board at least annually. ■Supporting the Executive Committee in its decisions todevelopment and maintenance of the Board; reviewsemergency succession plan for the CEO. ■Reviewing and, approveswhen appropriate, approving the principles and policies for global compensation and benefit programs company-wide; and overseescompany-wide. ■Overseeing the development and utilization of appropriateCompany’s strategies, policies and programspractices related to human capital management, including culture, diversity, equity and inclusion, safety, pay equity, and talent management and development, including the ability to attract, develop, and retain superior individuals. Alltalent needed to execute Company strategy. ■Hiring and consulting with the independent Compensation Consultant Independence The Board of Directors has determined that all Compensation Committee members of the Committee are independent directors pursuant to the applicable requirements under the rulesSEC and NYSE rules. Limited Delegation of the NYSE and are outside directors as defined by Treasury Regulation Section 1.162-27(e)(3) under Section 162 (m) of the Internal Revenue Code. | | | | | | In December 2016, theAuthority to ManagementThe Compensation Committee has delegated limited authority to the CEO and the Chief Human ResourcesPeople Officer to make certain “off-cycle” equity grants outside of the annual equity grant process to existing employees who are neither Company executive officers nor directors. The delegation is subject to maximum shares that can be granted per fiscal year, as well as a maximum to any one person per fiscal year. Shares awarded pursuant to this delegation will be valued based on the closing price of the Company’s stock on the NYSE as of the last day of the quarter and will be issued after quarter-end. Any grants made “off-cycle” are reported to the Compensation Committee at the next regularly scheduled quarterly meeting following such awards. | | | | | | Compensation Committee Report The Compensation Committee CharterReport is availableset forth beginning on page 67 of this Proxy Statement. | |
Met 5 times in FY2023
Current Committee Members George Bell, Chair Mari J. Baker David C. Dobson
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Compensation Consultant The Compensation Committee has engaged FW Cook as its independent Compensation Consultant. FW Cook advises the Compensation Committee on competitive market practices and trends, provides proxy pay data for the Company’s peer compensation group, presents information and benchmarking regarding specific executive compensation matters, reviews management proposals, and provides recommendations regarding CEO pay. The Compensation Committee reviewed its relationship with FW Cook, considered FW Cook’s independence and the existence of potential conflicts of
interest, and determined that the engagement of FW Cook did not raise any conflict of interest or other issues that would adversely impact FW Cook’s independence.
Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
| | | | | | | | | | | | | Executive Committee | | | | | Primary Responsibilities ■Exercising the powers of the Board as appropriate, in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible. ■Reviewing the annual objectives of the Chair and the CEO and recommending approval of the objectives by the Board. ■Evaluating the performance of the CEO relative to the approved objectives and provide an annual assessment to the Compensation Committee to support its responsibility of recommending the compensation of the CEO to the full Board. ■Evaluating the performance of the Chair of the Board relative to the approved objectives and provide an annual assessment to the Governance Committee to support its responsibility of recommending the compensation of the Chair to the full Board. ■Developing and overseeing the maintenance of an emergency succession plan for the CEO in the event of death or disability or other unexpected occurrence that would prevent the CEO from continued service. ■Reviewing, at least annually, the emergency succession plan, and recommend proposed revisions to the Board. ■Developing and reviewing progress annually on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301712.html.emergency and non-emergency succession planning for the Chair; and supporting the Compensation Committee in the monitoring and maintenance of the succession plan for the CEO. Independence The Board of Directors has determined that all Executive Committee members are independent directors pursuant to the applicable requirements under the SEC and NYSE rules. | |
Met 6 times in FY2023
Current Committee Members William J. Pesce, Chair Laurie A. Leshin1 Raymond W. McDaniel, Jr.
| | | | | | | | 1.On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. | | | | |
| | Governance Committee. The | | | | | | | | 2023 Proxy Statement | | 23 |
| | | | | | | | | | | | Governance Committee assists | | | | | Primary Responsibilities ■Assisting the Board in determining the appropriate general qualifications and criteria for directorships and in the identification of qualified individuals to serve as directors and recommends to therecommending Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies between annual meetings; assistsmeetings. ■Reviewing the Chairmancomposition and structure of standing committees and assisting the Board in proposing committee assignments, including committee memberships and chairs; coordinateschairs. ■Coordinating and overseesoverseeing the annual Board self-evaluation process; evaluatesprocess. ■Evaluating non-employee director compensation, and benefits;periodically reviewing the compensation of the Chair of the Board, considering the annual evaluation of performance with the Executive Committee, and makesrecommending such compensation to the Board. ■Making recommendations to the Board regarding corporate governance policies. | | | | | | Shareholders who wish to recommend a director candidate to theits Corporate Governance Committee should follow the procedures set forth under “Deadline for Submission of Shareholder Proposals” on page 54 of this proxy statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications. | | | | | | The Governance Committee Charter is available onPrinciples.■Overseeing the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301714.html. | | | | | | Technology Committee. The Technology Committee assists the Board in fulfilling oversight responsibilities by reviewing, giving guidanceenvironmental, social and making recommendations to management and the Board related to the Company’s technology strategy, initiatives and investments in support of overall Companygovernance strategy and performance,reporting, including reviewdiversity, equity and oversightinclusion and impacts of the Company ERP Program in conjunctionclimate. Coordinating with the Audit Committee. | | | | | | The Technology Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-828130.html. | | | | | | Board and Committee Oversight of Risk | | | | | | Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes. | | | | | | The Company’s Board of Directors administers its risk oversight function directly and through its Audit Committee, Executive Compensation & Development Committee and Technology Committee. The Board receives regular reports from theseother committees which include reports on those areas over which they have risk oversight responsibility, as appropriate. | | | | | | Audit Committee: The Audit Committee has oversight responsibility for Enterprise Risk Management (ERM), and specifically, oversight of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Committee also receives regular updates from management, including the General Counsel, on litigation risk.
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| | Executive Compensation & Development Committee: The Compensation Committee has oversight responsibility for the management of risk relating to the Company’s annual and long-term compensation program. The Committee aims to ensure that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. | | | | | | Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, and internal IT systems. The Committee receives regular updates from management on risks in these areas, including data and enterprise security. | | | | | | How Do We Address Risk in Our Compensation Program? | | | | | | The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will enable the Company to produce superior results and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Compensation Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company. |
| | The following is a description of both Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques. | | | | | | The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary/special items excluded in the evaluation of performance, as permitted by the 2014 Executive Annual Incentive Plan and the 2014 Key Employee Stock Plan (i.e. the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may utilize negative discretion if they believe the level of compensation is not commensurate with performance. |
| | The following compensation policies and practices serve to reduce the likelihood of excessive risk taking: | | | | | | ● An appropriate compensation mix that is designed to balance the emphasis on short- term and long-term performance. | | | | | | ● The majority of incentive compensation for top level executives is associated with the long term performance of the Company. This discourages short-term risk taking. | | | | | | ● The focus on performance share units in our executive long-term plan ensures a correlation between executive rewards and shareholder return. | | | | | | ● Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a mix of financial metrics that are in line with operating and strategic plans. | | | | | | ● Financial performance measures used for our annual incentive plan are different than the performance measures used in our long-term incentive plan. | | | | | | ● A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance. | | | | | | ● Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation. | | | | | | ● Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual and long-term incentive plans have a maximum payout of 1.5 times the target amount. | | | | | | ● Recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results. | | | | | | ● Stock ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors discourage excessive risk taking. | | | | | | We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 26. | | | | | | Transactions with Related Persons | | | | | | We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of |
| | the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships. | | | | | | The Company’s Board of Directors has adopted a written policy that requires the Chief Executive Officer to review and approve any related party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions with respect to directors, director nominees, and the Chief Executive Officer. Such transactions will only be approved after taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy. | | | | | | Based on information available to us and provided to us by our Directors and executive officers, we do not believe that there were any such material transactions in effect during Fiscal 2017, or that any such material transactions are proposed to be entered into during Fiscal 2018. |
| | Corporate Governance Principles | | | | | | To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below, many of which have been in effect for more than a decade. The Board of Directors and management believe that these Principles, which are consistent with the requirements of the SEC and the NYSE, are in the best interests of the Company, its shareholders and other stakeholders, including employees, authors, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance. | | | | | | Pursuant to the NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders to abide by all of the NYSE listing rules, except for the requirement that the Governance Committee be comprised of independent directors only. The Board has chosen to take an exemption to this requirement because it believes that a Wiley family member’s participation on this Committee will result in a collaborative process to promote the highest standards in the recruitment of new directors and in governance generally.
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| | I. Primary Duties | | | | | | The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole. | | | | | | The Board appoints the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance. | | | | | | The Board plans for the succession of the CEO. Decisions regarding the CEO’s compensation are determined by the Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also: | | | | | | a) reviews the Company’s business and strategic plans and actual operating performance; | | | | | | b) reviews and approves the Company’s financial objectives, investment plans and programs; and | | | | | | c) provides oversight of internal and external audit processes and financial reporting. |
| | II. Director Independence | | | | | | The Board has long held that it is in the best interests of the Company for the Board to consist of a substantial majority of independent Directors. The Board annually determines that a Director is independent pursuant to its Company’s independence guidelines set forth in the Company’s Corporate Governance Principles. When determining the independence of a Director, the ownership of, or beneficial interest in, a significant amount of stock, by itself, is not considered a factor. | | | | | | III. Composition of the Board | | | | | | Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise,appropriate, and other relevant criteria, including other publicmanagement, to help ensure that the committees have received the information necessary to permit them to fulfill their duties and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors. | | | | | | Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be takenresponsibilities with respect to such resignation. | | | | | | IV. Director Eligibility | | | | | | Directors shall limit the number of other board memberships in order to ensure adequate attention to Company business. Becauseoversight of the time commitment associated with Board service, unless otherwise approved by the Board, (i)areas that fall within each committee’s area of responsibility.
■Reviewing, assessing, and pre-approving situations whereby Directors are expectedseeking to limit the number of public-company boards on which they serve to no more than five, and (ii) Directors who are CEO’s of other public companies are expected to limit the number of public-company boards on which they serve to no more than three. Prior to joiningjoin the board of another organization including a public or private company, as well as a not-for profit organization, directors are required to seek the approval of the Chair of the Governance Committee so that a review can be performed to ensureconfirm that there are no potential conflicts of interest or other issues. The Board (based on the reviewconcerns, and recommendationreviewing continued service of the Governance Committee), has the authority to evaluate each situation. |
| | Whenever there is a substantial change in the Director’s principal occupation, a Director shall immediately inform the Chair of the Governance Committee of any potential conflict of interest and shall tender his or her resignation upon written request. The Governance Committee will recommend to the Board the action, if any, to be taken with respect to the potential conflict of interest. Directors are also required to provide prompt notice to the Chair of the Governance Committee of anydirectors after materials changes to his or her board memberships. | | | | | | The Board has established a retirement age of 70 for its Directors. The Board may, in its discretion, nominate for election a person who has attained age 70 or over if it believes that under the circumstances it is in the Company’s best interests. | | | | | | V. Board and Management Communication | | | | | | The Board has access to all members of management and external advisors. As appropriate, the Board may retain independent advisors. |
| | The CEO shall establish and maintain effective communications with the Company’s shareholder groups. The Board schedules regular executive sessions at the end of each meeting. Non-management directors meet at regularly scheduled sessions without management. The Chairman of the Board presides at these sessions. In addition, the independent directors meet at least once each year in an executive session presided over by the Chairman of the Governance Committee or the Executive Committee. | | | | | | Employees and other interested parties may contact the non-management directors via email at: non-managementdirectors@wiley.com, or by mail addressed to Non-Management Directors, John Wiley & Sons, Inc., Mail Stop 9-12, 111 River Street, Hoboken, NJ 07030-5774. | | | | | | The Company has also established a Whistleblower hotline for the reporting of known or suspicious activities that could adversely affect the Company by shareholders, employees and customers, and regularly reports any activity to the Audit Committee. | | | | | | VI. Board Orientation and Evaluation | | | | | | The Board annually conducts a self-evaluation to determine whether the Board as a whole and its individual members, including the Chairman, are performing effectively. | | | | | | The Board sponsors an orientation process for new Directors, which includes background materials on governance, law, board principles, financial and business history and meetings with members of management. The Board also encourages all its Directors to take advantage of educational programs to improve their effectiveness. | | | | | | VII. Director Compensation | | | | | | The Governance Committee periodically reviews and recommends to the Board its members’ annual retainer, which is composed of cash and stock grants for all non-employee Directors. In determining the appropriate amount and form of director compensation, the Board evaluates current trends and compensation surveys, as well as the amount of time devoted to Board and committee meetings. As a long-standing Board principle, non-employee Directors typically receive no compensation from the Company other than for their service as Board members and reimbursement for expenses incurred in connection with attendance at meetings. |
| | Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of Wiley common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service. | | | | | | VIII. Board Practices and Procedures | | | | | | The Chairman of the Board and the CEO jointly set the agenda for each Board meeting. Agenda items that fall within the scope and responsibilities of Board committees are reviewed with the chairs of the committees. Any Board member may request that an item be added to the agenda. | | | | | | Board materials are provided to Board members sufficiently in advance of meetings to allow Directors to prepare for discussion at the meeting. | | | | | | Various managers regularly attend portions of Board and committee meetings in order to participate in and contribute to relevant discussions. |
| | Beneficial Ownership of Directors and Management | | | | | | The table below shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page 40 and all directors and executive officers of the Company as a group as of August 4, 2017. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 3. |
principal occupation.Independence
| | | SHARES BENEFICIALLY OWNED BY OFFICERS AND DIRECTORS(1) | | | | | | | | | | | | | | | | | | | | | | | | Insider Name | | Title
of Class | | Amount
and
Nature of
Beneficial
Ownership | Additional
Shares
Beneficially
Owned(2) | | Total
Shares
Beneficially
Owned | | Percent
of Class | | Percentage
of Total
Voting
Power(3) | | | Shares
and Share
Equivalents
Under
Deferred
Plan(4) | | | | | Mark Allin | | A | | 22,556 | 117,378 | | 139,934 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Mari J. Baker | | A | | — | — | | — | | — | | — | | | 10,603 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | George Bell | | A | | — | — | | — | | — | | — | | | 5,954 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | David C. Dobson | | A | | 940 | — | | 940 | | — | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Matthew S. Kissner | | A | | — | — | | — | | — | | — | | | 30,743 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | John A. Kritzmacher | | A | | 14,611 | 40,830 | | 55,441 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Laurie Leshin | | A | | — | — | | — | | — | | — | | | 3,753 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Raymond McDaniel | | A | | 500 | — | | 500 | | * | | * | | | 26,231 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | William Pence | | A | | 2,727 | — | | 2,727 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | William J. Pesce(5) | | A | | 66,965 | — | | 66,965 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | William B. Plummer | | A | | — | — | | — | | — | | — | | | 44,218 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Kalpana Raina | | A | | — | — | | — | | — | | — | | | 14,050 | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Gary M. Rinck | | A | | 48,982 | 147,270 | | 196,252 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | John W. Semel | | A | | — | 4,475 | | 4,475 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Jeffrey Sugerman(6) | | A | | 100 | 2,610 | | 2,710 | | * | | * | | | — | | | | | | | B | | — | — | | — | | — | | — | | | — | | | | | Jesse Caleb Wiley | | A | | — | — | | — | | * | | * | | | — | | | | | | | B | | 24,565 | — | | 24,565 | | * | | * | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All directors and | | A | | 169,330 | 371,513 | | 540,843 | | 1.13 | % | * | | | | | | | | executive officers as
a group (23 persons) | | B | | 24,565 | — | | 24,565 | | * | | * | | | | |
| | * Less than 1%. | | | | | | (1) This table is based on the information provided by the individual directors or named executive officers as of August 4, 2017. In the table, percent of class was calculated on the basis of the number of shares beneficially owned as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, divided by the total number of shares issued and outstanding. | | | | | | (2) Shares issuable pursuant to options exercisable under the Company’s stock option plans on or before October 3, 2017. | | | | | | (3) Each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common Stock is entitled to one vote. |
| | | | | (4) This amount represents the number of share equivalents of Class A Stock credited to the participating director’s account pursuant to the Director Deferred Compensation Plan (the “Plan”), described on page 51. Deferred shares are issued under the Plan upon the participating director’s retirement and pursuant to the distribution election made by the director. Distributions are made annually on January 15th in Class A Common Stock after a Director has retired from the Board. | | | | | | (5) Includes 64,970 shares held indirectly through a GRAT trust. | | | |
| | (6) Includes 100 shares held indirectly though a trust. | | | | | | Section 16(a) Beneficial Ownership Reporting Compliance | | | | | | Section 16(a) of the Exchange Act and related regulations require our directors, executive officers, and beneficial owners holding more than 10% of our common stock to report their initial ownership of our common stock and any changes in that ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. We assist our directors, executive officers, and greater than 10% shareholders complying with these requirements. Based solely upon a review of the copies of these reports furnished to us and written representations from such NEOs, directors and stockholders, with respect to the Fiscal 2017 period, we are not aware of any required Section 16(a) reports that were not filed on a timely basis, except that, due to administrative oversights, required Form 4 reports were not filed on a timely basis on behalf of the following persons relating the acquisition of shares upon the vesting of earned performance share units in June 2016: Mark J. Allin, Reed Elfenbein, John A. Kritzmacher, Joan O’Neil, Vincent Marzano, Gary M. Rinck, John Semel, Clay Stobaugh, and Jeffrey Sugerman. | | | | | | REPORT OF THE AUDIT COMMITTEE | | | | | | The following is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the fiscal year ended April 30, 2017. | | | | | | Fees of Independent Auditor | | | | | | Audit Fees | | | | | | Total aggregate fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were $2,525,000 and $2,939,000 in fiscal years 2017 and 2016, respectively. | | | | | | Audit Related Fees | | | | | | The aggregate fees billed for audit related services, including due diligence related to acquisitions, employee benefit plan audits, and consultation on acquisitions and information technology were $262,000 and $ 108,400 in fiscal years 2017 and 2016, respectively. | | | | | | Tax Fees | | | | | | The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements, were $346,000 and $277,000 in fiscal years 2017 and 2016, respectively. Such services include tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees. | | | | | | Other Non-Audit Fees | | | | | | The aggregate non-audit fees were $0 and $0 in fiscal years 2017 and 2016, respectively. |
| | The Audit Committee has advised the Company that in its opinion the services rendered by KPMG LLP are compatible with maintaining their independence. |
| | The Audit Committee is responsible for oversight of the Company’s accounting, auditing and financial reporting process on behalf of the Board of Directors. The Committee consists of four members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the SEC and the listing standards of the NYSE. The Board of Directors has determined that all Governance Committee members are independent directors pursuant to the members of the Committee satisfy the financial expertiseapplicable requirements and three of the four members have the requisite experience to be designated “audit committee financial experts” as that term is defined by the rules ofunder the SEC and the NYSE.NYSE rules. | |
Met 4 times in FY2023
Current Committee Members Mari J. Baker, Chair Beth A. Birnbaum Brian O. Hemphill | | | | | | Management has | | | |
| | | | | | | | | | | | | Digital Product and Technology Committee | | | | | Primary Responsibilities ■Overseeing and giving guidance on the primary responsibility forCompany’s digital product/services, technology-driven initiatives and investments and overall technology strategies. ■Reviewing the preparation, presentationCompany’s digital product/service and integritytechnology infrastructure roadmaps and delivery of features and functionality in line with Company and business unit strategies, and monitoring emerging technology, industry and competitive trends that may materially affect the financial statements of the Company; for maintaining appropriate accountingCompany’s business strategy or technology investments. ■Reviewing and financial reporting policies and practices; and for internal controls and procedures designedproviding guidance to assure compliance with generally accepted US accounting standards and applicable laws and regulations. The Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management and the independent auditors regarding the fairBoard on talent, structure and complete presentationcapabilities of the Company’s resultstechnology and digital product/service teams. ■Distilling information for the fiscal year ended April 30, 2017. Management has representedand providing summaries and insight to the Committee thatBoard on the Company’s financial statements were prepared in accordanceCompany's digital product and technology strategy, including both organic and inorganic initiatives. ■Coordinate with, generally accepted US accounting principles. The Committee has discussed with the independent auditors significant accounting principles and judgments applied byor report to, or cause management in preparing the financial statements as well as alternative treatments. The Committee discussed with the independent auditors the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees). | | | | | | The Audit Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the Public Company Accounting Oversight Board pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence. | | | | | | The Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Audit Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. The Audit Committee may delegate authority to one or more of its members to grant pre-approvals of non- audit services, provided that the pre-approvals are presentedreport to the Audit Committee, for ratification at its next scheduled meeting. | | | | | | Persons with complaintsany activities undertaken by the Digital Product and Technology Committee involving the oversight of enterprise-wide or concerns about accounting, internal controls or auditing matters may contactproduct-related technology, that supports the Audit Committee at tellthedirectors@wiley.com. | | | | | | Based uponCommittee’s overall oversight of the reviewCompany’s global risk management framework (including technology and discussions referred to above, the Committee recommended to the Company’sinformation security risks and privacy).Independence The Board of Directors has determined that all Digital Product and Technology Committee members are independent directors pursuant to the audited financial statements be included inapplicable requirements under the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017, as filed with the SecuritiesSEC and Exchange Commission. NYSE rules. | | | | | | | Audit
Met 5 times in FY2023
Current Committee | | | | | | Mari Jean Baker, MembersBeth A. Birnbaum, Chair David C. Dobson William B. Plummer, and Kalpana Raina |
Brian O. Hemphill
| | EXECUTIVE COMPENSATION | | | | | | Report of the Compensation Committee | | | | |
The Board’s Oversight of Risk Management Board and Committee Oversight of Risk The Company has established an Enterprise Risk Management program. Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with those efforts. The Company believes that the Board’s leadership structure further supports the risk oversight function of the Board by providing for open communication between the Board and management such that all directors are involved in the risk oversight. The Company’s Board administers its risk oversight function directly and through its Audit Committee, Governance Committee, Compensation Committee, and Technology Committee. The Company’s senior management engages with and reports to the Board and the relevant committees on a regular basis to address material risks. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate. The Board members also dedicate a portion of their meetings to reviewing and discussing the Company’s significant risks topics in greater detail. Audit Committee:The Audit Committee has oversight responsibility of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Audit Committee also assists the Board in fulfilling its oversight responsibilities regarding the Company’s policies and processes with respect to risk assessment and risk management, including overseeing the Company’s assessment and reporting of material risks and any significant non-financial risk exposures and reviewing reports from management on | | | | | | | | | | 2023 Proxy Statement | | The Compensation Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 26 through 51 of this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.25 |
material risk topics. The Audit Committee reviews and takes appropriate action regarding the company’s annual and quarterly financial statements, the internal audit program and has internal control over financial reporting. The Audit Committee reviews with management, and the Digital Product and Technology Committee as appropriate, the security of and risks related to cybersecurity and the Company’s information technology systems and procedures, continuity of operations, and reliability of internal controls. The Audit Committee also receives regular updates from management, including the General Counsel, on litigation risk. In addition, the Corporate Audit Department continually monitors the risk profile of the Company, and annually presents to the Audit Committee a risk assessment (refreshed quarterly) that is based on the strategic priorities of our senior leaders, which results in an enterprise-wide key risk map to assist the Board in its oversight of critical risks. These exercises inform the preparation of a risk-based audit plan to cover and address the effectiveness of control activities in critical areas. The Audit Committee also holds separate regular executive sessions with internal audit and the independent auditors. Governance Committee:The Governance Committee has oversight responsibility over the Company’s governance structure, corporate social responsibility, and other governance matters, including Board and director performance, director compensation, director succession planning, the Board's annual self-evaluation of its performance and overall Board effectiveness and the review of the Company’s corporate governance documents. The Governance Committee also oversees the Company’s ESG program. Executive Compensation & Development Committee: The Compensation Committee has oversight responsibility for the management of risk relating to human capital management, including the Company’s executive compensation programs. The Compensation Committee aims to ensure that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. The Compensation Committee also reviews, with assistance from the Executive Committee, executive leadership development and succession plans for the CEO and other executive officer positions. The Compensation Committee retains an independent compensation consultant to assist with its oversight responsibilities and to ensure that the compensation programs are designed in a manner that aligns the Company's executive compensation program with the interests of the Company and its shareholders and does not encourage excessive or unnecessary risk taking. Digital Product and Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, internal information technology and systems and procedures. The Technology Committee receives regular updates from management on risks in these areas, including data and enterprise security.
Oversight of ESG Risk The Board recognizes the importance of our ESG initiatives and the need to provide effective oversight of those initiatives. The Board has oversight responsibility for all areas not specifically delegated to one of its committees. In concert with its committees, the Board also oversees material risks and opportunities related to our strategic plans, including ESG as part of the Company's enterprise strategy. The following are the specific committee responsibilities relating to ESG: ■The Governance Committee’s Charter sets forth its responsibility for oversight of the Company’s environmental, social and governance strategy and reporting, including diversity, equity and inclusion and impacts of climate.
■The Compensation Committee Charter sets forth its responsibility for oversight of the Company’s strategies, policies and practices related to human capital management, including culture, diversity, equity and inclusion, safety, pay equity, and talent management and development, including the ability to attract, develop, and retain talent needed to execute Company strategy. ■The Audit Committee Charter sets forth its oversight responsibilities relating to the integrity of the Company’s financial statements filed with the SEC, accounting policies, adequacy of disclosures, the Company’s compliance with legal and regulatory requirements, the financial reporting process, the systems of internal accounting and financial controls established by management, the controls relating to corporate environmental, social and governance reporting, and the sufficiency of auditing relative thereto.
Oversight of Cybersecurity Risk The Audit Committee, in partnership with the Technology Committee, is responsible for oversight of cybersecurity, data privacy and information technology risks. To fulfill its oversight responsibilities, the Audit Committee receives regular updates from our chief information security and data protection officer, chief technology officer and chief information officer, including quarterly updates on topics related to information security, cyber risks, data privacy and protection and readiness, with periodic updates to the larger Board (no less than annually). This year, the Audit Committee held its annual cybersecurity educational session and update, which features the perspective of an outside expert on a current cybersecurity topic, complemented by special presentations from our Company’s information security and risk management functions. The Company also surveyed its Directors on their skills and experience relating to cybersecurity to ensure effective oversight of the Company’s programs, which skills are listed in the Director Skills and Experience on page 6. Our global information security and global privacy program are intertwined. Both programs are led by the chief information security and data privacy officer and are under one reporting structure as we believe there is clear articulation across the two domains. The Company’s cybersecurity and privacy program is led by our chief information security officer/data protection officer. We believe cybersecurity is the responsibility of every team member. We take measures to enhance our cybersecurity program to ensure that it reflects developing risks in this space, including independent program assessments, penetration testing and scanning of our systems for vulnerabilities. The following are the components of our cybersecurity risk management program, including but not limited to: ■Leveraging various frameworks from the National Institute of Standards and Technology ("NIST") for managing cybersecurity risks. ■Employing cybersecurity best practices, including implementing new technologies to proactively monitor new threats and vulnerabilities and reduce risk, maintaining and enhancing governance, risk, and compliance management, maintaining security policies, procedures, standards, and continuously updating our response planning and protocols. ■Maintaining a cybersecurity insurance policy to cover costs relating to incidents, data breaches, ransomware extortion payments, and more. ■Performing program maturity assessments minimally every two years using an external thirty-party security assessor, to test our cybersecurity controls, penetration testing and related cyber simulations. | | | | | | | | | | 2023 Proxy Statement | | Executive27 |
■Performing annual tabletop exercises, continually evaluate our privacy notices, policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches. ■Conducting mandatory annual security awareness and privacy awareness training and regular phishing simulations and cyber hygiene training for all individuals who have access to company email and connected devices. ■Consulting regularly with external subject matter experts and advisors on enhancements and opportunities for the continued strengthening of our cyber practices, policies, and program. ■Maintaining a global incident management/response plan and regularly conducting exercises to help with our overall preparedness.
Oversight of Compensation Risk The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will drive Company performance and maximize return to shareholders. Our pay-for- performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Compensation and Development Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company. The following is a description of both Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques. The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate thresholds and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary or special items excluded in the evaluation of performance, as permitted by the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (i.e., the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may apply discretion if they believe the level of compensation is not commensurate with performance. The following compensation policies and practices serve to reduce the likelihood of excessive risk taking: ■Incorporates an appropriate compensation mix that is designed to balance the emphasis on short-term and long-term performance. ■The majority of incentive compensation for top level executives is associated with the long-term performance of the Company. This discourages short-term risk taking. ■The focus on performance share units in our executive long-term plan ensures a correlation between executive rewards and shareholder return. | | | | | | | | | | 28 | | | | | Raymond W. McDaniel, Jr., Chair, George Bell, and Laurie A. Leshin | | | | | | Compensation Committee Interlocks and Insider Participation | | | | | | No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee. | | | | | | Performance Graph | | | | | |  2023 Proxy Statement |
| | | JWA | Russell
1000 | Dow Pub | S&P 400 | | | Apr-12 | 100.00 | 100.00 | 100.00 | 100.00 | | | Apr-13 | 86.38 | 114.66 | 107.29 | 117.02 | | | Apr-14 | 132.70 | 135.77 | 139.50 | 136.78 | | | Apr-15 | 133.95 | 150.49 | 152.33 | 151.33 | | | Apr-16 | 119.69 | 147.87 | 143.24 | 147.45 | | | Apr-17 | 130.20 | 170.97 | 158.75 | 174.79 |
| | The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, 2012 to April 30, 2017. The Company has elected to use the Russell 1000 Index and the S&P 400 Midcap index as its broad equity market indices because it is currently included in these indices. Cumulative total return assumes $100 invested on April 30, 2012 and reinvestment of dividends throughout the period. |
Corporate Governance | | Fiscal 2017 Compensation Discussion & Analysis | | | | | | Introduction | | | | | | This Compensation Discussion and Analysis, or “CD&A,” describes the Fiscal 2017 compensation program for Wiley’s executive officers. The overarching goals that guide the design and administration of our executive compensation program are: | | | | | | ● Recruit and retain the highest caliber of executive talent by offering a competitive compensation program; | | | | | | ● Motivate and reward executives for achieving strategic and financial objectives, which drive shareholder value, through the use of annual cash incentives; and | | | | | | ● Align executives’ and shareholders’ interests through awards of equity that are dependent upon the performance of the Company and encourage the acquisition of a significant ownership stake in the Company. | | | | | | This CD&A describes how the Compensation Committee of the Board of Directors considered our business strategy, our compensation philosophy, and the overarching goals that guide our executive compensation program to arrive at Fiscal 2017 compensation decisions for our executives, including our named executive officers (“NEOs”), whose compensation is set forth in the 2017 Summary Compensation Table and other compensation tables contained in this proxy statement. | | | | | | Our Fiscal 2017 NEOs are: | | | | | | ● Mark J. Allin,President and Chief Executive Officer Mr. Allin’s employment terminated on May 8, 2017 | | | | | | ● John A. Kritzmacher,Chief Financial Officer & Executive Vice President, Technology and Operations | | | | | | ● Gary Rinck,Executive Vice President, General Counsel | | | | | | ● John W. Semel, Executive Vice President and Chief Strategy Officer Mr. Semel’s employment terminated on June 30, 2017 | | | | | | ● Jeffrey L. Sugerman,Executive Vice President, Talent Solutions and Education Services Mr. Sugerman retired on July 31, 2017 | | | | | | Executive Summary | | | | Fiscal Year Highlights | | Full year revenue of $1,719 million and adjusted Earnings per Share (EPS) of $3.00 rose 2% and 13%, respectively, excluding the impact of foreign exchange. Results were largely due to the transitional impact of shifting to time-based journal subscriptions and contributions from recent acquisitions. Excluding those items and other unusual charges and credits, revenue declined 1% and adjusted EPS rose 1%, both at constant currency. Revenue and EPS on a US GAAP basis were flat and down 21%, respectively, with GAAP EPS performance primarily due to a large, unfavorable tax decision in Germany.
Segment Results. Research, our largest and most profitable segment (50% of revenue) delivered steady operational performance for the year. On a currency neutral basis, Publishing revenue (37%) declined 7% due to challenges in our print book business although segment Contribution to Profit (CTP) held steady. The Solutions segment saw 14% top line growth and the tripling of its CTP on a currency neutral basis, the result of efficiency gains.
Digital Evolution. Wiley continues to make significant progress in its digital evolution, increasing its digital share of total revenue to 68% from 63% a year earlier.
Cash Flow. Cash from Operations was lower than prior year by $35 million due to unfavorable timing involving working capital (timing of end-of-year payments and collection lags) and an unbudgeted $7 million contribution to our UK pension just before year-end. The working capital impacts will unwind in Fiscal 2018. Free Cash Flow excluding composition and product development costs were lower due to lower cash from operations combined with higher capex (+$17 million) mostly related to Wiley’s headquarters transformation.
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| Return to Shareholders. In the year, Wiley repurchased approximately 953,000 shares for $50.3 million, an average cost of $52.80, and increased its quarterly dividend by 3% to $0.31 per share. It was the 23rd consecutive annual increase and raised the annualized dividend payout to $1.24 per share. As of April 30, 2017, the Company had nearly 3.8 million shares remaining in the repurchase program announced in June 2016.
We urge stockholders to read our Annual Report for the fiscal year ended April 30, 2017, filed with the SEC on June 29, 2017, which describes our businesses and 2017 financial results in greater detail.
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Executive Compensation Program | | The Company’s executive compensation program is designed to foster and maintain an experienced, motivated and aligned executive team with the ability to manage during all business cycles, and to evolve the Company’s practices as changes in the market warrant. The compensation program emphasizes variable, performance-based compensation that promotes the achievement of short-term and long-term business objectives aligned with the Company’s business strategy, and rewards performance when those objectives are met. | | | | | | Strong performance by our executive officers is essential to achieving our goal of increasing shareholder value. Accordingly, approximately 80% of our CEO’s target total direct compensation for Fiscal 2017 was at risk, and on average approximately 70% of our other NEOs’ target total direct compensation for Fiscal 2017 was at risk. The targeted annual incentive compensation was payable based on achievement of performance-based financial measures and strategic objectives, and performance-based equity comprised 60% of the targeted long-term incentive compensation. The charts below illustrate the mix of target total direct compensation for Fiscal 2017 for our CEO and, on average, for our other NEOs. |
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The following chart provides a brief summary■Financial performance measures used for all broad-based incentive participants of the principal elementsCompany include a mix of financial metrics that are in line with operating and strategic plans.
■A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance. ■Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation. ■Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual and long-term incentive plans have a maximum payout of three and two times the target amount, respectively. ■Subject to updates for final SEC and NYSE rules relating to incentive-based compensation recovery provisions of the Dodd-Frank Act, recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results. ■Stock ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors discourage excessive risk taking. ■The Compensation Committee receives external advice and counsel regarding best practices for governance of executive compensation as well as areas of concern and risk in the Company’s compensation program. We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 43.
Our People, Our Planet and Our Impact Throughout our 216-year history, we have helped solve social, economic, and environmental challenges. By enabling discovery and learning, Wiley fuels the engines of research and supports access to knowledge. Our commitment to unlocking human potential starts at home with our company culture and employee-facing programs and initiatives. It extends outward globally through commitments to the United Nations ("UN") Global Compact, UN Social Development Goals ("SDG") Publishers Compact, and the Joint Commitment for Inclusion and Diversity in Publishing. We believe it is our responsibility to take action through our business practices to advance our people, protect our planet, and further our impact. That is why we have committed to three SDGs - Quality Education, Reduced Inequalities and Climate Action - and have aligned many of our corporate impact initiatives around these SDGs. Further, our broad commitment to our people and our planet can be seen and felt in the work we do to foster purpose, respect, and community impact. Our People We view our colleagues as our most significant asset in our mission to unlock human potential. Our success depends on our ability to develop, attract, reward, and retain a diverse population of highly motivated and talented individuals at all levels of our organization. We provide colleagues with opportunities such as interactive development programs and courses, and multi-language resources. We support them in their learning while also creating an inclusive environment that provides a sense of belonging and the opportunity to thrive personally and professionally. We safeguard colleagues’ well-being through our benefits and our focus on human connectivity. And we invest substantially in internal talent mobility. Our Diversity, Equity and Inclusion ("DEI") strategy is focused on four DEI Strategic Pillars that represent our near-term priorities—Fostering an Inclusive Community, Enhancing our Foundation, Understanding our People, and Creating Impact Through our Business. Our Employee Resource Groups ("ERG") amplify our DEI priorities through learning, community engagement, allyship and advocacy. As a member of the CEO Action for Diversity and Inclusion, Wiley demonstrates its commitment to sustained, concrete actions that advance DEI, and for the second year in a row, we proudly received a 100% score on the Human Rights Campaign 2022 Corporate Equality Index (CEI) for LGBTQ+ workplace equality. Our DEI progress is further showcased by several additional achievements in FY23: ■Expanded our DEI focused team to include Directors of DEI – Strategy and Research. ■A pilot of 19 colleagues completed the McKinsey Connected Leaders Academy, a development program for Black, Hispanic-Latino, and Asian leaders. ■Launched two new ERGs: Awareness of Visible and Invisible Disabilities (AVID) and Military & Veterans ERG; partnered with executive and senior leader champions to support our ERGs. ■Launched an inclusive hiring pilot with The Mom Project, a non-profit focused on women re-entering the workforce. ■Added Juneteenth and Veterans Day as observed Company holidays in the US. ■Signed the Human Rights Campaign Business Statement on Anti-LGBTQ+ State Legislation and The Corporate Pledge to End the Digital Divide. ■Launched an internship program for students of Historically Black Colleges and Universities (HBCUs) in partnership with the Association of American Publishers and United Negro College Fund.
Our Planet We continue our journey to support the sustainability of our planet. At Wiley, our environmental responsibility and business objectives are fundamentally connected and essential to our operations. The Company is acting now to protect the environment by making informed choices and limiting our impact on natural resources. For the fourth consecutive year, we are a CarbonNeutral® certified company across our Global Operations, in accordance with the CarbonNeutral Protocol. Our locations use 100% renewable energy through green tariffs and energy attribute certificates (EACs). Most of our global office real estate is leased and, whenever possible, we work with property owners to optimize sustainability. This year we have furthered our commitment by agreeing to set a science-based target with the Science Based Targets Initiative ("SBTi"). We have set a near and long-term company-wide emissions target, including being net zero by 2040. We are responding to the SBTi’s urgent call for corporate climate action by aligning with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign. We also work with publishing partners, where possible, to reduce print production and consumption, reduce excess inventory through print-on-demand and encourage digital consumption of our products. We have begun implementing measures to ensure that our subcontractors who assist us in providing material aspects of the products and services are held to the same high standards as we are. In July 2022, we submitted to Carbon Disclosure Project (CDP) Climate for the first time. We continue to track and trace our paper usage and submitted a CDP Forests disclosure for the second year. Our commitment to sustainably sourced paper is supported by our Paper Selection and Use Policy. We continually evaluate climate and environmental reporting and plan to expand our disclosures in the coming years. For FY23, we will report on climate at the statutory level in the United Kingdom under the Business, Energy & Industrial Strategy (BEIS) requirements. Our partnership with Trees for the Future continues. We plant a tree for every copy of a journal we actively stop printing, up to one million trees. To date, over 600,000 trees have been planted as a result. We are always seeking opportunities to improve environmental performance. We comply with environmental laws and regulations, thoughtfully investing resources toward managing environmental affairs and raising awareness of global environmental issues through education and research. Our Impact As a purpose driven organization, creating impact through our business is both a commitment and a Wiley DEI Strategic Pillar. The focus of our philanthropic investments is to create a more diverse, equitable, and inclusive world by addressing inequality in the workplace, in the publishing industry, and in our communities. Our commitment to inclusion and diversity in research, publishing, and talent is showcased by several notable achievements: ■From 2020 to 2023 more than doubled published books on DEI topics. ■Wiley’s Research Publishing business has created policies and guidelines to enable LGBTQ+ inclusion in the editorial process and the author experience. ■ The RISE (Research in Support of Equity) online collections spotlight research on DEI topics to promote research that has community impact and support citation diversity. ■Our re-skilling business, Wiley Edge, trains individuals in high-demand skillsets and places them in corporate roles. Over half of our WileyEdge IT candidates in Canada, US and UK are from underrepresented groups.
■Wiley has committed to a $250,000 sponsorship to be administered over the course of 5 years to the Greenlight Fund, a national nonprofit with a local focus that partners with communities to create opportunities for inclusive prosperity. Through our Colleague Matching Gift program, Service Grant, and humanitarian disaster relief programs, Wiley supported over 650 organizations resulting in over $625,000 donated and matched. ■Our ongoing partnership with the learning & development non-governmental organization ("NGO") Mitrataa Foundation in Nepal resulted in the building of three educational centers, and multiple learning and skills building programs. Similar sessions are hosted by Wiley Colleagues for the 1500 families served in India through the Jagriti NGO’s Project Swayam. ■In 2023, we launched Wiley Volunteer Month to enable colleagues around the globe to spend a half-day during the workday in service of their local communities. 400+ colleagues engaged in activities across 10 countries, contributing 1000+ hours of volunteer time.
Communications with the Board Shareholders and other persons interested in communicating with any Director, any committee of the Board or the Board as a whole may do so by submitting such communication in writing and sending it by mail to the attention of the appropriate party or to the attention of our Chair of the Board, 111 River Street, Mail Stop 6-NE-42, Hoboken, New Jersey 07030-5774 or by email to non-managementdirectors@wiley.com. Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at: non-managementdirectors@wiley.com. The Company’s Corporate Law Department reviews all communications sent to the Board and forwards such communications as appropriate. Directors may, at any time, discuss the Board communications received by the Company. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with the procedures established by the Audit Committee with respect to such matters. Certain items that are unrelated to the duties and responsibilities of the Board or its committees (such as business solicitation or advertisements; junk mail or mass mailings; resumes or other job-related inquiries; unsolicited ideas or business proposals; and material that is determined to be illegal or otherwise inappropriate) will not be forwarded.
Director Compensation Highlights of our Director Compensation Program ■No fees for Board meeting attendance ■Emphasis on equity, aligning director interests with shareholders ■Benchmarking against peers with advice from an independent compensation consultant ■Robust director stock ownership guidelines Each non-management director is compensated for service on the Board of Directors. The Governance Committee and the Board review the director compensation program annually. As part of the annual review, management engages FW Cook to conduct a director compensation analysis. FW Cook provides director compensation data for the Company’s peer group used to benchmark director compensation.
Directors’ Cash Compensation Fiscal 2017,Year 2023 In fiscal year 2023, our non-employee independent directors received an annual cash retainer of $100,000. The Audit Committee chair received an additional annual retainer of $30,000 (effective as of September 19, 2022), the Compensation Committee chair received an additional annual retainer of $20,000, and committee chairs of the Governance, Technology, and Executive Committees each received an additional annual retainer of $15,000. As Chair of the Board, Mr. Wiley received an annual cash retainer of $360,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $150,000 for his role as Chair. The cash retainer is paid in installments and prorated for partial years of service. No fees are paid for attendance at meetings. Non-employee directors do not receive any other cash compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. Directors who are employees do not receive additional compensation for Board service.
Directors’ Stock Compensation Fiscal Year 2023 Under the 2022 Omnibus Stock Plan and Long-Term Incentive Plan adopted on September 29, 2022 (Omnibus Stock Plan), each of our non-employee independent directors, other than the Chair, received an annual award of restricted Class A Common Stock equal to $120,000, with the amount of shares granted based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the NYSE on the day of the Company's Annual Meeting. Such restricted
shares granted will vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability (as determined by the Governance Committee), or (iii) a Change in Control (as defined in the Omnibus Stock Plan). Nine Directors receive stock compensation and, except for Mr. Pesce, defer the receipt of the shares and receive them as deferred share units under the Deferred Compensation Plan for Directors as described in the following paragraph. Mr. Wiley’s compensation for board service is provided 100% in the form of cash in lieu of cash and stock due to his shareholdings as a member of the Wiley Family. No options have been granted to directors.
Deferred Compensation Plan for Directors The Company established a Deferred Compensation Plan for Directors’ 2005 & After Compensation, as amended through September 20, 2022 (the “Deferred Plan”). Non-employee directors are eligible to participate and may defer all or a portion of their annual cash retainer fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award. In fiscal year 2023, eight of our non-employee directors participated in the Deferred Plan. Each participant may designate his or her preference for the manner in which the deferred cash in their Director Fee Account will be invested from among the investment funds made available for such designation from time to time. Retainers deferred in the form of deferred share units receive dividends in the form of additional deferred share units based on the closing price of the Class A Common Stock on the distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, either in a lump sum or in the form of annual installments disbursed on January 15th of each year following the retirement.
Matching Gift Program Directors are eligible to participate in the Company's matching gift program which was established in 2001 to recognize and foster scientific achievement and discovery. The Company matches 100% of charitable donations to qualified entities up to a maximum of $10,000 per year for each director.
Limited Trading Windows Our directors (including non-employee directors) can only transact in Company securities during approved trading windows after satisfying mandatory pre-clearance requirements.
Non-Management Stock Ownership Guidelines The Board has established guidelines for the amounts of our common stock that our non-management members of the Board should beneficially own. Under those guidelines, directors are expected to hold stock interests valued at no less than five times that Directors' annual cash compensation to which the Director is entitled for Board service, which can be met by accumulating annual stock grants during their term of Board service. Directors are expected to meet the requirements by the end of an initial five-year accumulation period and to maintain such an ownership level thereafter. The five-year period is measured from the date the individual is first elected as a member of the Board. As of April 30, 2023, each of our non-management directors have met the guidelines or are within the initial five-year accumulation period for meeting such guidelines.
Director Compensation Table The table below indicates the total compensation received by each non-employee director during fiscal year 2023. Brian A. Napack, our President and CEO, the sole employee director in 2023, does not receive any compensation for their service as a director. Mr. Napack’s employee compensation for fiscal year 2023 is shown in the Summary Compensation Table on page 56. | | | | | | | | | | | | | | | | | | | Fiscal Year 2023 Director Compensation |
Name | Cash Fee1 | Chair Fee1 | Stock Awards2 | All Other Compensation3,4 | Total | Mari J. Baker4 | $100,000 | $15,000 | $120,000 | $38,990 | $273,990 | George Bell5 | $100,000 | $20,000 | $120,000 | $32,702 | $272,702 | Beth A. Birnbaum4,6 | $100,000 | $15,000 | $120,000 | $23,501 | $258,501 | David C. Dobson7 | $100,000 | — | $120,000 | $25,117 | $245,117 | Brian O. Hemphill8 | $75,000 | — | $152,877 | $4,300 | $232,177 | Laurie A. Leshin9 | $100,000 | — | $120,000 | $27,511 | $247,511 | Raymond W. McDaniel, Jr.10,11 | $100,000 | $27,500 | $120,000 | $63,535 | $311,035 | William J. Pesce4 | $100,000 | $15,000 | $120,000 | $14,702 | $249,702 | Inder M. Singh4,12 | $100,000 | — | $214,685 | $11,774 | $326,459 | Jesse C. Wiley13 | $360,000 | — | — | — | $360,000 |
1Includes fees earned and paid in fiscal year 2023 and fees earned in fiscal year 2023 but deferred under the Deferred Plan. 2On September 29, 2022, each of our then sitting non-employee Directors, other than Mr. Wiley, received an annual restricted stock award of 3,140 shares of Class A Common Stock based on the closing price of $38.22. 3The amounts in “All Other Compensation” include the cash value of dividends accrued on stock awarded to the Directors under the Deferred Compensation Plan and the Omnibus Stock Plan as described above. The cash value of dividends in fiscal year 2023 are $38,490 for Ms. Baker, $32,702 for Mr. Bell, $18,501 for Ms. Birnbaum, $25,117 for Mr. Dobson, $4,300 for Dr. Hemphill, $27,511 for Dr. Leshin, $63,535 for Mr. McDaniel, $4,072 for Mr. Pesce, and $5,774 for Mr. Singh. 4The following Directors requested a matching cash donation from the Company to qualified organizations pursuant to the Company’s Matching Gift Program in fiscal year 2023, as described above: Ms. Baker - $500, Ms. Birnbaum - $5,000, Mr. Pesce - $10,000 and Mr. Singh - $6,000. These amounts are included under “All Other Compensation.” 5Mr. Bell elected to defer 100% of his cash compensation pursuant to the Deferred Plan. Under the Deferred Plan, he elected to defer 50% of his compensation in the form of deferred share units. 6Ms. Birnbaum elected to defer 100% of her cash compensation pursuant to the Deferred Plan. 7Mr. Dobson elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 8Dr. Hemphill joined the Board effective June 21, 2022. His total cash fee reflects fees paid during fiscal year 2023. The total stock award includes an equivalent of $32,877 for the stock award prorated from his service on the Board beginning June 21, 2022 through September 29, 2022. 9On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. 10The Board approved an increase in the Audit Committee chair fee from $20,000 to $30,000 effective as of September 19, 2022. 11Mr. McDaniel elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 12Mr. Singh joined the Board effective December 15, 2021. The total stock award includes an equivalent of $94,685 for the stock award prorated from his service on the Board beginning December 15, 2021 through September 29, 2022. 13As Chair, Mr. Wiley receives an annual cash retainer of $360,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $150,000 for his role as Chair.
Outstanding Deferred Stock Awards as of April 30, 2023
| | | | | | | | |
Name | Number of Shares Underlying Outstanding Deferred Stock Equivalent | Number of Shares Underlying Outstanding Stock Option | | Mari J. Baker | 29,078 | — | | George Bell | 25,410 | — | | Beth A. Birnbaum | 14,391 | — | | David C. Dobson | 19,252 | — | | Brian O. Hemphill | 3,955 | — | Laurie A. Leshin1 | 21,011 | — | | Raymond W. McDaniel, Jr. | 47,482 | — | | Inder M. Singh | 5,039 | — | William J. Pesce2 | — | — |
1On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. 2Mr. Pesce does not defer receipt of his annual restricted stock award.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Audit Committee conducted a competitive process to select the Company’s independent registered public accounting firm for the Company’s fiscal year ending April 30, 2024. The Audit Committee invited several independent registered public accounting firms to participate in this process and evaluated the proposals of the participating firms. On January 30, 2023, the Audit Committee ultimately selected and appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024 and dismissed KPMG, LLP ("KPMG") as the Company's independent registered public accounting firm, effective following the completion of their audit of the Company's consolidated financial statements for the year ended April 30, 2023 and the effectiveness of internal control over financial reporting as of April 30, 2023, and the issuance of their report. The audit reports of KPMG on the Company’s consolidated financial statements as of and for the years ended April 30, 2022 and 2021, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of April 30, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that KPMG’s report dated July 6, 2021 contained a separate paragraph stating that “The Company acquired Hindawi during the year ended April 30, 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2021, Hindawi’s internal control over financial reporting associated with less than 1% of total assets, excluding goodwill and intangible assets which are included within the scope of the assessment, and less than 1% of total revenue included in the consolidated financial statements of the Company as of and for the year ended April 30, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Hindawi.” During the fiscal years ended April 30, 2022 and 2021 and the subsequent interim period through January 30, 2023, (i) there were no disagreements with KPMG (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules and regulations of the SEC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG would have caused them to make a reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” requiring disclosure pursuant to paragraph (a)(1)(v) of Item 304 of Regulation S-K. We provided KPMG with a copy of the disclosures made in connection with the filing of a Form 8-K on February 2, 2023 and requested that KPMG furnish a letter addressed to the SEC, as required by Item 304(a)(3)of Regulation S-K, stating whether it agreed with such disclosures, and if not, stating the respects in which it did not agree. A copy of the letter was filed as an exhibit to the Company's Form 8-K filed on February 2, 2023. As part of the independent auditor selection process, the Audit Committee considered several factors, including: ■PwC’s reputation for integrity and competence in the fields of accounting and auditing; ■PwC’s capability and expertise in addressing and advising on the breadth and complexity of Wiley’s global operations;
Proposal No. 2 -Ratification of Appointment of Independent Registered Public Accounting Firm ■High quality of assurance services as noted in Public Company Accounting Oversight Board (“PCAOB”) reports; and ■Appropriateness of PwC’s fees for audit and non-audit services. The Audit Committee believes that the engagement of PwC as the Company’s independent registered public accounting firm for 2024 is in the best interest of the Company and its shareholders, and the Board recommends that shareholders ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for 2024. As the Audit Committee has responsibility for the appointment of our independent registered public accounting firm, your ratification of the appointment of PwC is not required. However, the Audit Committee will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Representatives of PwC and KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions. Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting: “RESOLVED, that the appointment by the Audit Committee of PricewaterhouseCoopers LLP as independent public accountants for the Company for the fiscal year ending April 30, 2024, be, and it hereby is, ratified.” In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2024, will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders. | | | | | The Board recommends a vote "FOR" the ratification of the independent public accounting firm. | |
Proposal No. 2 -Ratification of Appointment of Independent Registered Public Accounting Firm Audit Committee Matters Fees of Independent Registered Public Accounting Firm The following table presents fees for professional audit services and other services provided to the Company by KPMG for the fiscal years ended April 30, 2023, and 2022. | | | | | | | | | | | | | | | | | 2023 | | 2022 | Audit Fees1 | | $3,200,000 | | $2,000,000 | Audit-Related Fees2 | | $19,000 | | $17,000 | Tax Fees3 | | $300,000 | | $500,000 | | All Other Fees | | — | | — |
1Total aggregate fees billed by KPMG for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries. 2The aggregate fees billed for audit related services, which primarily were for employee benefit plan audits in Canada. 3The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements. Such services included tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees. The Audit Committee ("Committee") has advised the Company that in its opinion the services rendered by KPMG are compatible with maintaining their independence. Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm Consistent with its charter and applicable SEC rules, our Committee approves all fees paid to, and all services performed by, our independent registered public accounting firm. The Audit Committee has adopted a policy of pre-approving all audit and non- audit services performed by the independent auditors. Pursuant to the policy, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the independent registered public accounting firm during the year. In addition, pursuant to authority delegated by the Audit Committee, the Audit Committee chair may approve engagements that are outside the scope of the services and fees approved by the Audit Committee, which are later presented to the Audit Committee. For each category of proposed service, the independent registered public accounting firm is required to confirm that the provision of such services does not impair its independence.
Audit Committee Report The Audit Committee is responsible for oversight of the Company’s accounting, auditing, and financial reporting processes on behalf of the Board of Directors. The Audit Committee consists of three members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the SEC and the listing standards of the NYSE. The Board of Directors has determined that Mr. McDaniel and Mr. Singh of the Audit Committee satisfy the financial expertise requirements and have the requisite experience to be designated “audit committee financial experts” as that term is defined by the rules of the SEC. Management has the primary responsibility for: ■the preparation, presentation, and integrity of the financial statements of the Company; ■maintaining appropriate accounting and financial reporting policies and practices; and
Proposal No. 2 -Ratification of Appointment of Independent Registered Public Accounting Firm ■internal controls and procedures designed to assure compliance with generally accepted US accounting standards and applicable laws and regulations. The Audit Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Audit Committee has held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year ended April 30, 2023. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The Audit Committee has discussed with the independent auditors significant accounting principles and judgments applied by management in preparing the financial statements as well as alternative treatments. The Audit Committee discussed with the independent auditors the matters required to be discussed pursuant to PCAOB Auditing Standard No. 16 (Communications with Audit Committees). The Audit Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the PCAOB, pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence. The Audit Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, as filed with the SEC. The Audit Committee: Raymond W. McDaniel, Jr. (Chair), George Bell and Inder M. Singh
PROPOSAL 3. NON-BINDING ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION Section 14A of the Exchange Act, as created by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd Frank Act"), and the rules and regulations promulgated thereunder require publicly traded companies, such as the Company, to provide a separate shareholder vote on the frequency with which shareholders shall conduct an advisory say-on-pay vote on executive compensation, as in Proposal 4. In accordance with these requirements, we are requesting that shareholders indicate their preference with an advisory vote on the frequency with which our shareholders will vote on a say-on-pay proposal. The advisory vote on the frequency of say-on-pay votes is an advisory vote, which is therefore nonbinding on the Company, Compensation Committee and Board of Directors, as to how often say-on-pay votes should occur: every year, every two years, or every three years. In addition to those choices, shareholders may also abstain from voting. Section 14A of the Exchange Act requires us to hold an advisory vote on the frequency of say-on-pay votes at least once every six years and we expect that our next say on pay frequency vote will occur at our 2029 Annual Meeting of Shareholders. After careful consideration, our Board recommends that future shareholder say-on-pay votes occur every 1 year (annually), consistent with the current Say-On-Pay Frequency. The Board values and encourages constructive input from our shareholders regarding the Company’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of our shareholders. An annual say-on-pay vote will provide the Board and Compensation Committee with useful information on shareholder sentiment about these important matters on the most frequent and consistent basis. Although the Board recommends a say-on-pay vote every year, shareholders are not voting to approve or disapprove the Board’s recommendation. Rather, shareholders are being asked to vote on the following resolution: “RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby determine, on an advisory basis, that the frequency with which the shareholders shall have an advisory vote on executive compensation set forth in the Company’s proxy statement for its annual meeting of shareholders is every (i) 1 year, (ii) 2 years, or (iii) 3 years.” The choice which receives the highest number of votes will be deemed the choice of the shareholders. While this advisory vote is required, as provided in Section 14A of the Exchange Act, it is not binding on our Compensation Committee or Board of Directors and may not be construed as overruling any decision by the Compensation Committee or the Board. However, the Compensation Committee will take into account the outcome of the vote when determining the frequency of future say-on-pay votes. | | | | | The Board of Directors recommends a vote of every “ONE YEAR," on an advisory basis, as the frequency for future advisory votes to approve the compensation of the Company's Named Executive Officers. | |
PROPOSAL 4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in more detail laterthe compensation tables, narrative discussion, and Compensation Discussion and Analysis set forth in this CD&A.Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board values and encourages constructive input from our shareholders regarding the Company’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of our shareholders. The views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors. In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2017 annual meeting of shareholders, a majority of shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which is being voted upon at the annual meeting pursuant to Proposal No. 3. Compensation for our Named Executive Officers in fiscal year 2023 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in fiscal year 2022 and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward strong performance and limit rewards for performance below targets. Our fiscal year 2022 compensation packages reflect these guiding principles. The discussion set forth in the Compensation Discussion and Analysis on pages 43 to 68 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy. A vote “FOR” approval will be a vote in favor of the following resolution: “RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.” | CompensationElement | | | Form | | | Compensation
Objective | | | Relation to
Performance | | | Fiscal 2017
Actions / Results | | | The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of John Wiley & Sons, Inc.’s Named Executive Officers. | |
EXECUTIVE COMPENSATION Compensation Discussion and Analysis A message from our Executive Compensation & Development Committee Chair Our compensation program, which we believe is well aligned with our shareholders’ interests, provides highly competitive total packages that attract, motivate and reward transformative leaders based on their individual qualifications. At our Annual Meeting last year, our shareholders again expressed substantial support for our executive compensation program, with our Say-on-Pay proposal receiving over 99% approval. The Executive Compensation and Development Committee ("Compensation Committee") believes the strong shareholder support signals approval of the current pay-for-performance approach, the incremental changes we have made to ensure our compensation programs support our business strategy, and the sound governance practices in place at Wiley. Our goal in this Compensation Discussion and Analysis (“CD&A”) is to provide an understanding of our executive compensation program, and explain how and why the Compensation Committee arrived at the specific compensation decisions involving the named executives (“NEOs”) for fiscal year 2023. In a challenging year, variable pay outcomes are well below target levels, aligned with shareholder returns. For fiscal year 2024, 100% of the CEO's long-term incentive and 80% of his annual incentive will be delivered in performance share units, reflecting his belief in our plan to focus Wiley as a Knowledge Company, and deliver greater impact and unlock more value for all our stakeholders. George Bell
Chair, Executive Compensation and Development Committee
Fiscal Year 2023 Named Executive Officers This CD&A describes the compensation of the following NEOs: | | | | | | | Name and Title | | | Brian A. Napack | President and Chief Executive Officer (“CEO”) | | Christina Van Tassell | Executive Vice President and Chief Financial Officer (“CFO”) | | Aref Matin | Executive Vice President and Chief Technology Officer (“CTO”) | | Todd R. Zipper | Executive Vice President and General Manager, Talent (“GM, Talent”) | | James J. Flynn II | Executive Vice President and General Manager, Research (“GM, Research”) |
2023 Business Overview Wiley’s underperformance in fiscal year 2023 was impacted by a mix of market and macroeconomic headwinds, including lower consumer spending and enrollment in Academic and inflationary pressures on employee costs and interest expense. The Company also temporarily suspended a rapidly growing publishing program in its Hindawi journal portfolio in Research due to a content integrity issue that had a significant impact on growth and profit expectations. Revenue was down 3% or flat on a constant currency basis, below expectations due to lower publishing volume in Research, notably from the Hindawi disruption, and demand pressure in Education. Revenue on a segment basis, at constant currency: ■Research was down 3% or flat on a constant currency basis at $1,080 million. ■Academic was down 9% or 7% on a constant currency basis at $690 million. ■Talent was up 17% or 24% at constant currency to $249 million. GAAP Operating Income was down $163 million primarily due to impairment and restructuring charges totaling $149 million. Adjusted Operating Income on a constant currency basis and excluding restructuring charges (credits), impairment of goodwill, legal settlement, and the accelerated amortization of an intangible asset, decreased 3% as compared with the prior year primarily due to an increase in cost of sales, partially offset by lower operating and administrative expenses. Adjusted EBITDA on a constant currency basis and excluding restructuring charges (credits), decreased 2% as compared with the prior year primarily due to a decrease in Adjusted Operating Income. Wiley’s Adjusted EBITDA margin of 20.9% for fiscal year 2023 was modestly ahead of prior year. Adjusted EBITDA margins on a segment basis, at constant currency: ■Research was in line with prior year at 34.9%. ■Academic was lower at 21.4% vs. 22.8%. ■Talent was lower at 21.1% vs. 21.6%.
On a constant currency basis, Adjusted EPS decreased 8% primarily due to an increase in interest expense, lower pension income, and lower Adjusted Operating Income. These were partially offset by a lower provision for income taxes. Finally, Free Cash Flow of $173 million was down by $50 million due to restructuring payments, changes in working capital, and higher interest payments. For reconciliation to the GAAP measures and defined terms, see the Company’s most recent Form 10-K on our Investor Relations website at https://investors.wiley.com/financials/sec-filings/. For more information on Wiley, including our Q4 2023 earnings slides and transcript, please go to investors.wiley.com.
Compensation Highlights The table below reflects some compensation highlights from fiscal year 2023, including a summary of our pay mix, performance outcomes and pay delivery, and changes made to our long-term and annual incentive programs. | | | | | | | Program Element | | Pay Mix | ■Our pay mix emphasizes performance; for fiscal year 2023, 78% of our NEOs’ target total direct compensation was performance-based (85% for our CEO) ■Base Salary(Discussed in greater detailon page 34.)
| | | Fixed annual cash, paid onsalaries provide executive officers a semi-monthly basis. | | | Fixed compensation that is externallymarket competitive with median market rates,fixed pay reflective of their role, experience and contributions, and allows us to attract and retain transformative talent■Annual incentives motivate and reward executive talent. | | | Increases in base salary reflect market positioning, economic conditions,officers for driving short-term Company and business performance, and individual objectives that will help drive long-term performance■Long-term incentives motivate and reward executive officers for driving sustainable financial results aligned with the business strategy and priorities, and the Compensation Committee’s assessmentinterest of our shareholders through the performance of our common stock | | Target Setting | ■Due to market volatility and economic uncertainty, one-year goals were set for each year of the long-term plan, with payment under the plan at the end of the cycle based on the average of the three individual years | | Pay for Performance | ■Annual incentives are funded at the Company level and individual performance over the prior year. | | | The Company’s budgetawarded based on business and personal performance; for US salary increases was a total of 2.5%, including a merit budget of 2%, with a range of 0-4%, and an additional 0.5% for promotions and market adjustments.
Salary increasesfiscal year 2023, annual incentive awards for the NEOs ranged from 0.9%35% to 4.0%50% of target, reflecting Company funding at 50% of target, (based on adjusted operating income performance of 95%), with anEducation segment funding of 35%, and personal performance of 97% on average of 1.9%.
| | Annual Incentives
(Discussed in greater detail on page 35.)
| | | Variable, performance-based cash bonus, paid on an annual basis. | | | Motivate the executive to contribute to the Company’s success in achieving annual corporate and business financial goals and strategic objectives. | | | 75% of the target annual incentive is based on financial goals, including corporate and business revenue, EPS and business contribution to profit (“CTP”). The remaining 25% of the target annual incentive is based on achievement of strategic objectives that are intended to further the Company’s success.
Payout can range from 0% to 150% of target.
| | | Target incentives for the NEOs range from 75% to 120%
■Our long-term incentive program is majority performance-based; for fiscal year 2023 under our Executive Long-Term Incentive Plan (“ELTIP”), we granted a mix of base salary.Actual short-term incentives earned by the NEOs ranged from 108% to 125% of target.
| | Long-Term Stock-Based Incentives
(Discussed in greater detail on page 36.)
| | | Performance share units are granted each year and have a 3-year performance cycle. Earned60% performance share units ("PSUs") and 40% time-based restricted stock units ("RSUs"). Our PSUs are payablebased on Company revenue and profit, equally weighted, and eligible to vest at the end of a three-year performance period■PSUs that were eligible to vest this year (based on one-year fiscal year 2021 performance and an additional two years of time vesting) paid out between 113% and 116% of target (or ~99% of target value using fair values on dates of grant and end of cycle), reflecting enterprise and business revenue at or above target, and EBITDA performance above target ■For the performance cycle – 50% as equivalent Class A shares, and 50% as restricted share units. Such restricted share units vest on April 30th of the following year to equivalent Class A shares. | | | Motivates the executive to contribute to the Company’s success in achieving long-term corporate financial goals that drive shareholder value. | | | Cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively.
Payout can range from 0% to 150% of target.
| | | NEOs received 60% of their target long-term value in performance share unitsPSUs granted for the Fiscal 2017-19fiscal year 2023-25 cycle, achievement was 43% in year one. Revenue performance cycle.
Forwas below the Fiscal 2015-17 cycle that just ended,threshold level, and EBITDA performance was slightly below the NEOs did not earn any of their targeted performance shares.
target level |
| | | | | | | | | | 46 | | | | Restricted share units granted each year, payable as equivalent Class A shares upon vesting 25% per year on April 30th. | | | Promotes retention objective and facilitates stock ownership, expediting achievement of the stock ownership multiple. | | | The value of restricted share units is directly correlated with improvements in stock price. | | | June 2016 grants of restricted share units represent approximately 40% of the NEOs’ target long-term value. | | | | | | | | | | | | | | | | | 2023 Proxy Statement |
Our Compensation Governance Best Practices The Company also providesCompensation Committee oversees the following healthexecutive compensation program and retirement benefits to our senior executives, as described in more detail later in this CD&A: | Benefit | | | Form | | | Purpose | | | Health and Welfare Benefits
(Discussed in greater detail on page 39.)
| | | Flexible benefits program provided to all US employees, where “flex dollars” are provided to help offset the cost of health insurance, life, disability and AD&D insurance | | | Health and welfare benefits are market competitive and are provided primarily for the safety and well-being of the executive and his/her family. | | | Retirement Plans
(Discussed in greater detail on page 38.)
| | | Qualified Defined Contribution Savings Plan (401(k)), provided to all US employees | | | Qualified savings plan benefits, including company basic, matching and discretionary contributions, are market competitive and provide post-retirement income for the executive.
Company contributions to the US-based 401(k) were enhanced following the cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, 2013.
| | | | | | Qualified Defined Benefit Retirement Plan, provided to US employees hired before July 2012 | | | Qualified retirement plan benefits provide additional post-retirement income for executives hired before July 2012.
The Company ceased accruals and froze participation in the US Retirement Plan, effective June 30, 2013.
| | | | | | Non-qualified Supplemental Benefit Plan (the “Excess Plan”), provided to US employees hired before July 2012 with pay in excess of IRC section 401(a)(17) limit on eligible compensation | | | Restores benefits lost under the qualified Retirement Plan due to limitations imposed by Internal Revenue Code regulations to the same level as other colleagues who are not restricted by Internal Revenue Code limitations.
The Company ceased accruals and froze participation in the Excess Plan, effective June 30, 2013.
| | | | | | Non-qualified Supplemental Executive Retirement Plan (the “SERP”) | | | Provides executives who entered the SERP prior to June 2013 with enhanced retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits which can be paid to executives.
The Company ceased accruals and froze participation in the SERP, effective June 30, 2013.
| | | | | | Non-qualified Deferred Compensation Plan (“DCP”) | | | Enables US executives to prepare for future financial security by allowing the deferral of otherwise taxable income on a pre-tax basis, with various investment options and flexible payment options. Provides for Company contributions mirroring those made under the qualified Savings Plan.
Company contributions to the DCP were enhanced following the cessation of accruals and freeze of participation in the US defined benefit retirement plans, effective July 1, 2013.
| | | | | | The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”) | | | Approved (qualified) retirement plan benefits are market competitive and provide retirement income for UK employees on a defined benefit basis in addition to providing an incentive for a long-term career with the Company.
This scheme is closed to new entrants and accruals based on service froze as of April 30, 2015.
| | | | | | The Unapproved Supplemental UK Plan (the “UK Non-Qualified Plan”) | | | Restores benefits “lost” under the UK Qualified Plan due to limitations imposed by the UK Revenue authorities to the same level as other colleagues in the UK Qualified Plan who are not affected by those restrictions.
This UK Non-Qualified Plan was closed to new entrants and accruals based on service froze as of April 30, 2015.
| | | Perquisites
(Discussed in greater detail on page39.)
| | | Financial planning, tax preparation, club membership | | | Limited perquisites are provided primarily for the financial security and productivity of the executive. | | | | | | | | | | | | |
evaluates the program against competitive practices, legal and regulatory developments and corporate governance trends. The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards – and those we have not implemented because we do not believe they would serve our shareholders’ long-term interests. | Executive Compensation Practices
We Have Implemented
( | | | | | | | | | | | | What We Do)Do | Executive Compensation Practices
We HaveNot Implemented
( | What We Don’t Do)Don't Do | ü☑ | We ensure a correlation between pay and performance by having aPerformance-based compensation:A significant portion of compensation that is performance-based and at-risk. Payment of the performance-basedour NEOs’ target total direct compensation is basedperformance-based. (For fiscal year 2023, 78% for all of our NEOs on achievement of corporateaverage, and business financial goals85% for our CEO) | ☒ | No hedging and individual performance against pre-set strategic objectives. Different financial metricspledging:Under our Insider Trading policy, executive officers are used in our annualprohibited from hedging and long-term incentive plans. | X | We prohibit the repricing ofpledging Company stock options and stock appreciation rights without shareholder approval. We also do not allow cash buyouts for underwater stock options or stock appreciation rights without shareholder approval. | ü☑ | We review general and technology industry survey data, along with custom peer group information, when setting compensation for our executive officers. | X | We do not pay dividends on unearned performance-based equity awards. | ü | We mitigate risk by: | X | We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company. | | ● | conducting an annual risk assessment; | | | | | | | | | ● | settingRange of payout:Financial performance levels are set that correspond to a range of incentive payments from threshold to maximum | ☒ | No repricing or buyouts: We do not reprice stock option awards and our plans expressly forbid exchanging underwater options for performance-based compensation; | | cash | | ☑ | Formulaic framework: Incentive payments are based on the Company’s financial results relative to pre-established targets | ☒ | | | | ● | capping payouts of annual and long-term performance-based compensation; | | | | | | | | | ● | including clawback provisions in our annual and long-term incentive plans; | | | | | | | | | ● | strictly prohibiting hedging activities in our Insider Trading Policy; and | | | | | | | | | ● | requiring retention of 50% of the net shares upon exercise or vesting until the stock ownership multiple is met. | | | | | | | | ü | No tax gross-ups:We have competitive post-employment anddo not provide excise tax gross-ups on change in control provisions that apply torelated payments; or tax gross-ups on perquisites, with the exception of relocation or tax equalization | | ☑ | Robust clawback policy: covering all executive officers.officer incentive-based awards for material financial restatements and misconduct. We will update our policy to comply with final SEC and listing exchange rules | X☒ | No supplemental benefit programs:We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees.employees | ü☑ | We have double-trigger vestingDouble trigger vesting:If an executive is involuntarily terminated without cause or resigns for good reason within two years of equity awards following a change in control, whenor if the acquiring company is a publicly traded company and outstanding equity isawards are not assumed or replaced.replaced by the acquirer | X | We | | ☑ | Rigorous stock ownership requirements: Executive officers have stock ownership requirements, including retention of 50% of equity- based awards until the multiple is met | | | | ☑ | Limited perquisites: Offered only where doing so serves a reasonable business purpose | | | | ☑ | Risk mitigation: As noted earlier in the Oversight of Compensation Risksection on page 28, we closely monitor risks associated with our compensation programs and individual compensation decisions to confirm that they do not provide excise tax gross-ups upon a change of control.encourage excessive risk-taking | | |
| | | | | | | | | ü2023 Proxy Statement | We generally provide limited perquisites that we believe are beneficial to the Company. | X47 |
Compensation Snapshot – CEO and NEOs The charts below depict the mix of target pay for our CEO and the other NEOs for the 2023 performance year, including salary paid in fiscal year 2023 and target incentive award opportunities granted in June 2022. How We Make Compensation Decisions The Compensation Committee is primarily responsible for administering the Company’s executive compensation program. The Compensation Committee reviews and approves all elements of the executive compensation program that cover the NEOs. In fulfilling its responsibilities, the Compensation Committee is assisted by its independent compensation consultant, FW Cook, and takes into account recommendations from the CEO. The primary roles of each party are summarized below. | We do not provide tax gross-ups on perquisites. | | | | | üParty | ThePrimary Roles | Executive Compensation & Development Committee currently composed | ■Oversee all aspects of three independent directors, retains an external, independent compensation consulting firm to advise on matters related to executive compensation and governance. | X | The Compensation Committee’s independent compensation consulting firm does not provide any other services to the Company. |
| The following changes to our executive compensation program were implemented during Fiscal 2017: | | | | | | | ● | Beginning in Fiscal 2017, 60% of each NEO’s regular annual long-term
■Approve officer compensation levels, incentive opportunity was delivered in the form of performance share units, and 40% was delivered in the form of restricted share units, an increase from 50% and 20% in prior years, respectively. Stock options, previously weighted at 30%, were eliminated as a form of long-term incentive beginning in Fiscal 2017. The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by tying realizable compensation directly to pre-established performanceplan goals, and future increases in stock price, provides alignment with shareholder interests, and serves as an effective retention tool for executive talent. | | | | | | | ● | The executive severance policy for NEOs was implemented during Fiscal 2017, to provide an appropriate level of financial protection against involuntary job loss through the provision of competitive and consistent post-termination benefits, contingent upon securing restrictive covenants such as non-compete and non-solicitation. | | | | | CEO Realizable Pay | To demonstrate the linkage between CEO pay and Companyaward payouts■Based on performance / changes in shareholder value, a comparison of realizable pay to reported pay and Total Shareholder Return (“TSR”) is presented below. While not intended to replace the Summary Compensation Table (“SCT”) on page 40, which includes targeted equity grants based on grant date values, this information includes the value realizedfeedback from stock option exercises and the vesting of full-value awards during the fiscal year, and the change in the intrinsic value of outstanding equity awards as of the end of the fiscal year. SCT data is included in the chart and the accompanying table below for comparison purposes. Data shown are for the two years Mr. Allin was CEO. Mr. Allin’s Fiscal 2016 grants include stock awards under the Executive Long-Term Incentive Plan in additionCommittee, recommend CEO compensation to restricted and performance-based stock awards received upon appointment to CEO. | | | |  |
| Realizable Compensation Analysis ($000s) | | | | | | Compensation Element | | Fiscal 2016 | | Fiscal 2017 | | Cash Compensation | | | | | | | | Base Salary | | $738 | | | $775 | | | Annual Incentive Earned | | 875 | | | 1,053 | | | Total Cash Compensation | | $1,613 | | | $1,828 | | | | | | | | | | | Long-Term Incentives | | | | | | | | Value of Realized Awards at Exercise/Vesting | | $226 | | | $696 | | | Change in Value of Outstanding Awards at FYE | | 665 | | | 1,591 | | | Total | | $891 | | | $2,287 | | | Total Realizable Compensation | | $2,504 | | | $4,115 | | | Summary Compensation Table Values ($000s) | | | | | | | | Compensation Element | | Fiscal 2016 | | Fiscal 2017 | | Base Salary | | $738 | | | $775 | | | Annual Incentive | | 875 | | | 1,053 | | | Stock Awards | | 2,284 | | | 1,920 | | | Stock Options | | 499 | | | N/A | | | Total | | $4,395 | | | $3,748 | |
| | 2016 “Say-on-Pay” Advisory Vote on Executive Compensation | | | | | | The Company provides shareholders with an annual “say-on-pay” advisory vote to approve its executive compensation, in accordance with Section 14Athe full Board of the Exchange Act. At the 2016 Annual Meeting of Shareholders, our shareholders expressed substantial supportDirectors for the compensation of our NEOs, with 99% of the votes cast for approval of our executive compensation program. The Compensation Committee evaluated the results of the 2016 advisory vote and believes the strong shareholder support signals approval of the current pay-for-performance executive compensation program and the sound governance practices in place at Wiley. As noted above in the Executive Summary, the Company has adopted governance practices that it believes best serve our shareholders, while also incorporating best practices that allow us to meet the overarching goals of our executive compensation program. In furtherance of that goal, the Compensation Committee determined to make certain changes to■Ensure the executive compensation program noted on page 31, in a continuing effort to reflect sound governancebest achieves the Company’s objectives, considering the business strategy, talent needs, and market practices.trends ■Hire and consult with the Compensation Consultant and determine the nature and scope of services provided |
| CEO and Company Management | | Compensation Principles and Practices |
Principles of
Wiley’s Executive
Compensation Program | | The following principles and practices shaped■Make recommendations regarding the design and implementationpotential structure of the Company’sexecutive compensation program, for Fiscal 2017: |
| ● | Theincluding input on key business strategies and objectives■Make recommendations regarding the compensation mix is designed to emphasize variable pay, with a significant proportion performance-based, in linelevels of the executive officers and other executive leaders (excluding the CEO) ■Liaise with the Company’s operating and strategic plans. |
| ● | Senior executives, includingCompensation Consultant as necessary in support of the NEOs, have a significant, ongoing ownership stake inExecutive Compensation Program■Provide any other information requested by the Company to strengthen the alignment of our executives’ interests with those of our shareholders. |
| ● | The program is competitive with the total compensation of companies in our custom benchmarking peer group, and in comparison to companies included in the general and technology industry surveys we use to benchmark executive compensation. |
Role of Compensation
Consultant | | The Compensation Committee currently composed of three independent directors, has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant, to advise | | Compensation Consultant (FW Cook) | ■Advise the Compensation Committee on matters related to executive compensation. Thecompetitive market practices and trends ■Provide proxy pay data for our compensation peer group ■Present information and benchmarking regarding specific executive compensation consultant reports directly to the Compensation Committee, and works collaboratively with management with regard to evaluating changes to the executive compensation program and practices, conducting any required analysis in support of the executive compensation |
| | program, and providing competitive benchmarking information, including determining the companies for the benchmarking peer group. In addition, FW Cook provides competitive benchmarking for non-employee director pay to the Governance Committee. FW Cook does not offer or provide any other services to the Company, and the Compensation Committee determined that the retention of FW Cook has not raised any conflict of interest. | | | | | | Following are the services provided to the Compensation Committee by FW Cook during Fiscal 2017: |
| ● | Provided market and custom peer-group analysis and a competitive range of target compensation based on the Company’s compensation philosophy for executive officers, which was used for Fiscal 2017 executive compensation recommendations. The peer group compensation data is an additional reference point that supplements size-adjusted survey data for the Company’s proxy executives and provides information on executive compensation practices and competitive aggregate share usage and dilution levels. |
| ● | Attended meetingsmatters, as requested by the Compensation Committee and conferred with the Compensation Committee Chair and■Review management as needed. |
| ● | Monitored the Company’s executive compensation program and advised the Compensation Committee of change to plans or practices to improve effectiveness, competitiveness and alignment with good corporate governance principles. FW Cook conducted a review of key design features and mechanics of the executive severance programs currently in effect among Wiley’s benchmarking peer group, which was used by the Committee and management when considering changes to the Company’s executive severance practices. |
| ● | Reviewed the Company’s executive compensation philosophy and competitive positioning for reasonableness and recommended modifications where appropriate. |
| ● | Advised the Compensation Committee on management proposals as requested. |
| ● | Reviewed■Provide recommendations regarding CEO pay ■Review the Compensation Discussion and Analysis compensation tables and other compensation-related disclosures included in the Company’s proxy statement.annually |
| ● | Proactively advised the Compensation Committee on best practices for governance of executive compensation as well as areas of concern and risk in the Company’s program. | | | | | | | | 48 | | 2023 Proxy Statement |
Use of Competitive Data The Compensation Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs. To assess the competitiveness of our executive compensation program, we review compensation data from our peer group’s proxy materials as well as external survey data. As part of this process, we measure target pay levels within each compensation component and in the aggregate. We also review the mix of our fixed versus variable compensation. This information is then presented to the Compensation Committee for its review and use. Generally, differences in the levels of total direct compensation among the NEOs are primarily driven by differences in the competitive market pay ranges reflecting scope of responsibilities, an established track record of performance in current and prior roles, and considerations of internal equity. Proxy Peer Data The Compensation Committee utilizes a peer group to evaluate whether executive officer pay levels are aligned with Company performance on a relative basis. The Compensation Committee primarily identifies companies that are of comparable size (based on revenue and market capitalization) and are within the same general industry. Following are the peer companies for fiscal year 2023, which remained the same as prior year, and were used to review/set compensation for the NEOs. | ● | Proactively advised the Compensation Committee on legislative and regulatory developments related to compensation policies and programs and compensation-related disclosure. |
| | | | | | | Roles of the
Compensation
Committee and
Management in
Recommending
Compensation2U Inc. | Graham Holdings Company | As described in greater detail below, individual base salaries, annual cash incentive awards and long-term incentive award values are determined based on the executive’s position and responsibilities and impact on theThe New York Times Company individual and Company / business performance, tenure in current role and compensation positioning relative to the external marketplace. The CEO presents compensation recommendations for the other executive officers to the Compensation Committee for review and approval. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board of Directors in executive session. | | The E.W. Scripps Company | Gray Television | Pearson Plc | | Equifax Inc. | Houghton Mifflin Harcourt Company | Determination of Target Compensation LevelsScholastic Corporation | | Gannett Media Corp | IAC Inc. | Stagwell Inc. | Compensation
PhilosophyGartner, Inc. | Meredith Corporation | The Company’s executive compensation program for the executive officers consists of base salary, targeted annual cash incentives expressed as a percent of base salary and targeted long-term equity incentive award values. Each executive officer’s base salary, target annual cash incentive and long-term incentive award value are reviewed annually and adjusted when and if needed, based on the criteria noted above and depending on market conditions, to remain competitive with the external market. The program is designed to pay median base salaries, above-median total cash compensation for the achievement of challenging financial targets and strategic objectives, and below-median total cash compensation when those targets are not attained, thereby aligning executive compensation with shareholder interests. Third quartile levels of total direct compensation can be realized when challenging, long-term financial goals are achieved and accompanied by future share price appreciation. An executive’s position against the market may be below or above our target positioning based on a number of factors specific to the individual, including scope of responsibility, performance, tenure in position, level of experience and skill, and market conditions. |
Compensation Benchmarking | | The Compensation Committee’s independent compensation consultant prepares an annual review of executive compensation competitiveness, using a combination of third-party surveys and a custom benchmarking peer group. For Fiscal 2017, data from the Willis Towers Watson US General Industry Survey and the Radford Global Technology Survey were used, weighted two-thirds and one-third, respectively, and adjusted to be appropriate for the Company’s revenue size, as applicable. The independent compensation consultant presents its report to the Compensation Committee at its March meeting. In benchmarking compensation levels against the Willis Towers Watson and Radford survey data, the Compensation Committee considers only the aggregated survey data. Therefore, the Compensation Committee members do not consider the identity of the companies comprising the survey data to be material for this purpose.Stride, Inc. | | | | | | Each year, compensation decisions covering base salary, annual incentives and long-term incentive award values are primarily driven by assessments of individual and Company performance. Comparisons are also made to the compensation survey data. Individual annual and long-term incentive payments from preceding years are not a significant factor in determining recommendations for the total compensation opportunity for an upcoming year. | | | | | | Compensation for the CEO is established using the same process and philosophy previously discussed for the other executive officers. The Compensation Committee establishes the CEO’s base salary, target annual incentive and stock-based awards using the executive compensation competitive review report prepared annually by the independent compensation consultant, as indicated above. In addition, the CEO’s compensation relative to the next two highest-compensated executives is evaluated. | | | | Weighting of Pay
Elements – Fixed
Versus “At Risk”
Compensation | | As noted more fully below and in other sections of this Proxy Statement, a significant portion of target total direct compensation (defined as base salary, target annual incentives and the target value of long-term incentives) granted to our executive officers in Fiscal 2017 is based on the attainment of annual and long-term financial objectives that we believe drive shareholder value. The following chart illustrates the target pay mix for our NEOs in Fiscal 2017. Approximately 80% of our CEO’s target total direct compensation and, on average, about 70% of our other NEOs’ target total direct compensation was variable in the form of annual cash-based incentives and long-term stock-based incentives. | | | | | | | | | 
| | | We believe that this pay mix, with its emphasis on performance-based compensation, provides strong motivation to focus on attaining results that create shareholder value.
| | | | | | Compensation Elements | | | | Base Salaries | | Competitive base salaries allow the Company to attract and retain executive talent. For Fiscal 2017, the Company’s budget for US salary increases was 2.5%, including a merit budget of 2%, with a range of 0-4%, and an additional 0.5% for promotions and market adjustments. Base salary increases, if any, are effective July 1 of each year. The base salaries of our executive officers are based on a review of the competitive median marketplace for equivalent executive positions as previously discussed, assessment of the executive officer’s individual performance by theTEGNA Inc. |
 | | CEO (or in the case of the CEO, by the Executive Committee of the Board of Directors), the performance of the Company and / or relevant business unit, internal pay relationships among executive officers based on relative duties and responsibilities, the tenure of the executive officer in his / her role, and the Company’s annual salary increase budget. Salary increases for the NEOs ranged from 0.9% to 4.0%.
| | | | Annual Incentives | | Annual incentives are intended to motivate and reward senior executives for achieving short-term financial goals and strategic objectives that drive Company and business unit performance. The financial goals represent 75% of the targeted annual incentive, and strategic objectives represent 25% of the targeted annual incentive. Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the fiscal year, a payout factor is calculated using actual results against target. The range of payout of annual incentives is 50% of target for achievement of financial performance at the threshold level to 150% of target for achievement of financial performance at the outstanding level. There is no payout of the financial portion of the annual incentives if achievement of financial performance is below the threshold level. A payout range from 0 to 150% is also established for performance on strategic objectives. |
| | Following are the Fiscal 2017 target annual incentives for the NEOs: | | | | | | | | | | Named Executive Officer | | Target Annual Incentive
as a % of Base Salary | | | | Mark J. Allin | | 120 | % | | | | John A. Kritzmacher | | 100 | % | | | | Gary Rinck | | 75 | % | | | | John W. Semel | | 85 | % | | | | Jeffrey L. Sugerman | | 75 | % | |
| | The target annual incentive percentages for Messrs. Allin, Kritzmacher and Sugerman were raised from 110% to 120%, 95% to 100%, and 70% to 75%, respectively, in Fiscal 2017, to align compensation with the external market, using variable-pay elements. | | | | | | For the 75% of the annual incentive that is based on financial measures, corporate financial performance metrics are used for corporate NEOs, and a combination of corporate (weighted at 25%) and relevant business performance metrics (weighted at 75%) are used for business NEOs. For Fiscal 2017, the corporate performance metrics were revenue and EPS, equally weighted. Performance metrics for individual businesses were revenue and CTP, equally weighted. These performance metrics are important and visible short-term measures aligned with shareholder return. | | | | | | In Fiscal 2017, in comparison to the corporate target goals set by the Compensation Committee for annual incentive purposes (see table below) revenue achievement was 99% of target and EPS achievement was 106.8% of target, resulting in a payout of 116.7% of target for the corporate performance measures. |
| | | | | | | | | | | | | | | | | | Financial Objective | | Weight | | 2017
Threshold
Performance
Level | | 2017
Target
Amount | | 2017
Outstanding
Performance
Level | | 2017
Results | | | | | Revenue ($000s) | | 50% | | 97% | | $1,769,300 | | 103% | | $1,752,000 | | | | | EPS | | 50% | | 93% | | $2.95 | | 107% | | $3.15 | |
| | Note: | Financial results used for incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates. Certain items and events may be excluded as permitted by the shareholder-approved 2014 Executive Annual Incentive Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For Fiscal 2017, the principal exclusions were dilution related to recent acquisitions and tax credits related to prior years. |
| Quantitative and qualitative strategic objectives for Fiscal 2017 were set based on the following goals: |
Survey Data For setting fiscal year 2023 target compensation, 2021 aged external survey data were used, leveraging data cuts relevant to the Company’s and business unit’s revenue size, as applicable. In benchmarking compensation levels against the survey data, the Compensation Committee considers only aggregated survey data for each compensation component. Third-party surveys used were the technology cut of Equilar's Executive Compensation Survey and Willis Towers Watson’s General Industry Survey.
| ● | Beat our revenue goals.Improve the top line in Research and K&L | | | | | | | | 2023 Proxy Statement | | 49 |
Base Salaries Competitive base salaries allow the Company to attract and retain executive talent. The Compensation Committee annually reviews the salaries of our NEOs, but annual salary increases are not automatic or guaranteed. Base salaries are adjusted as necessary (and considering the Company’s increase budget) to ensure appropriate pay positioning relative to market. On July 1, 2022, Mr. Flynn's base salary was increased by 2.4% as part of the Company’s annual process. A second adjustment for Mr. Flynn of 5.7% was made on January 1, 2023 to continue to improve his pay positioning relative to market. The other NEOs did not receive adjustments to base salary in fiscal year 2023. The base salaries paid to our NEOs in fiscal year 2023 are presented in the Summary Compensation Table on page 56 of this Proxy Statement. None of the NEOs received base salary adjustments for fiscal year 2024 in the Company's recent compensation planning process. | | | | | | | | | | | | | All data in ($000s) | | | Executive | Base Salary as of 2022 Fiscal Year End $000s | Base Salary as of 2023 Fiscal Year End $000s |
Percentage Increase | | Brian A. Napack (CEO) | $945 | $945 | —% | | Christina Van Tassell (CFO) | $650 | $650 | —% | | Aref Matin (CTO) | $460 | $460 | —% | | Todd R. Zipper (GM, Talent) | $425 | $425 | —% | | James J. Flynn II (GM, Research) | $425 | $460 | 8% |
Annual Incentives We provide annual cash incentives to our NEOs under the Executive Annual Incentive Plan (“EAIP”). Fiscal year 2023 target incentive percentages for the NEOs remained unchanged from prior year. Awards granted under the EAIP are designed to drive Company, business and personal performance for the fiscal year. The design of our EAIP aligns with our broad-based annual incentive program. Annual incentives are funded at the Company level and awarded based on business and personal performance. The graphic below illustrates how the plan operates. Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The fiscal year 2023 performance metrics which make up the Company funding of the annual incentive awards are Company adjusted revenue and adjusted operating income, equally weighted. Funding may range up to 150% of target, with minimum funding of 50% if the Company achieves 85% of its adjusted operating income target. The personal performance modifier, which for business segment leaders includes performance of their individual business segments, may range from 0% up to 200%. None of the NEOs received an increase to their fiscal year 2024 target annual incentive percentage in the Company's recent compensation planning process. | ● | Drive profitable growth in Solutions.Achieve scale and efficiency | | | | | | | | 50 | | 2023 Proxy Statement |
Business Results Incentives were funded at 50% of target, reflecting minimum funding based on achievement of adjusted operating income between the threshold and target level. We did not achieve our threshold revenue goal, and therefore no portion of the bonus pool was funded based on revenue results. | | | | | | | | | | | | | | | | | | | | | | | | | Values in millions | | Measure | Weighting | Target | Threshold Level | Outstanding Level | Adjusted Actuals | % of Target Achieved | % Funded | Adjusted Revenue1 | 50% | $2,214 | 95% | 105% | $2,080 | 94% | —% | Adjusted Operating Income2 | 50% | $218 | 90% | 110% | $207 | 95% | 50% |
1GAAP revenue for fiscal year 2023 adjusted to exclude the effects of foreign exchange rates versus planned rates, and contributions from acquisitions made during the year, in accordance with the adjustment mechanics as approved at the beginning of the performance period 2Non-GAAP adjusted operating income for fiscal year 2023 adjusted to exclude the effects of foreign exchange rates versus planned rates, acquisitions made during the year, and non-utilized investment reserve, in accordance with the adjustment mechanics as approved at the beginning of the performance period
Personal Performance The Compensation Committee evaluates personal performance based on the individual’s contribution to Wiley strategic business objectives of crossing the divide to lead the transition to open research and bridging the gap to connect education to career outcomes, while continuing to focus on operational excellence, and ESG progress, including: ■Driving real-world impact across multiple UN SDGs, including Climate Action and Quality Education ■Commitment to net zero by 2040 through Science Based Targets initiative ■Driving DEI initiatives and disclosing diversity metrics ■Driving strong ESG ratings from third party assessors, including MSCI, ISS, Sustainanalytics and S&P Global
Fiscal Year 2023 Annual Incentive Payouts | | | | | | | | | | | | | | |
Executive |
Target Incentive Percentage | Target Incentive Award $000s | Actual Incentive Award $000s | Actual Award a Percentage of Target | | Brian A. Napack (CEO) | 150% | $1,417.5 | $602.4 | 42.5% | | Christina Van Tassell (CFO) | 100% | $650.0 | $325.0 | 50.0% | | Aref Matin (CTO) | 100% | $460.0 | $230.0 | 50.0% | | Todd R. Zipper (GM, Talent) | 100% | $425.0 | $148.8 | 35.0% | | James J. Flynn II (GM, Research) | 100% | $460.0 | $230.0 | 50.0% |
| ● | Reach best in class for cost and delivery.Improve competitiveness | | | | | | | | 2023 Proxy Statement | | 51 |
Long-Term Incentives For fiscal year 2023, we granted our NEOs a mix of 60% PSUs and 40% RSUs under the ELTIP. Grant values for fiscal year 2023 were converted to target PSUs and RSUs using a ten-day average closing stock price as of June 22, 2022. PSUs reward the achievement of critical operating performance objectives that we believe will translate to strong shareholder returns over the long-term. Our RSUs support retention and the value of both the PSUs and RSUs are dependent on the market value of our common stock. Fiscal Year 2023 PSUs Our PSU design for fiscal year 2023 reflects continued challenges in setting long-term performance goals in volatile markets. Financial targets for adjusted revenue and adjusted EBITDA, equally weighted, are set at the beginning of each year in the cycle, with June 2025 payout based on the average achievement of the financial goals for the three years, as illustrated below. As required by SEC disclosure rules, the PSUs granted to the NEOs for this cycle (the “FY23 PSUs”) shown later in the Proxy in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards at Fiscal Year End, reflect one-third of the full award value, with subsequent thirds of the original award to be granted in fiscal years 2024 and 2025, once annual financial targets are set for those years. The full values of the FY23 PSUs for the NEOs, and individual target numbers of shares by year of the cycle are shown in the table below. | | | | | | | | | | | | | | | | | Target Number of FY23 PSUs |
Executive | Full PSU Award Value ($000s) |
Year One |
Year Two |
Year Three | | Brian A. Napack (CEO) | $2,144 | 15,542 | 15,542 | 15,543 | | Christina Van Tassell (CFO) | $734 | 5,317 | 5,317 | 5,317 | | Aref Matin (CTO) | $649 | 4,703 | 4,704 | 4,704 | | Todd R. Zipper (GM, WES) | $600 | 4,345 | 4,346 | 4,346 | | James J. Flynn II (GM, Research) | $430 | 3,113 | 3,114 | 3,114 |
Similarly, the second third of the full PSU award value granted in fiscal year 2022 have been granted in fiscal year 2023, using the same financial targets set for the first third of the FY23 PSUs. The full values of the fiscal year 2022 PSUs for the NEOs, and individual target numbers of shares by year of the cycle are shown in the table below. | | | | | | | | | | | | | | | | | Target Number of FY22 PSUs |
Executive | Full PSU Award Value ($000s) |
Year One |
Year Two |
Year Three | | Brian A. Napack (CEO) | $2,035 | 11,832 | 11,832 | 11,833 | | Christina Van Tassell (CFO) | $796 | 4,785 | 4,786 | 4,786 | | Aref Matin (CTO) | $650 | 3,779 | 3,780 | 3,780 | | Todd R. Zipper (GM, WES) | $601 | 3,492 | 3,492 | 3,492 | | James J. Flynn II (GM, Research) | $215 | 1,249 | 1,249 | 1,249 |
| ● | Deliver technology results. Implement the systems we need | | | | | | | | 52 | | 2023 Proxy Statement |
Fiscal year 2023 Financial Results Based on achievement of revenue below the threshold level, and adjusted EBITDA between the threshold and target levels, on a payout continuum between 0-200%, achievement for year one of the FY23 PSU cycle and year two of the FY22 PSU cycle was 43%. | | | | | | | | | | | | | | | | | | | | | | | | | Values in millions | | Measure | Weighting | Target |
Threshold Level |
Outstanding Level |
Adjusted Actuals | % of Target Achieved | % of Award Earned | Revenue1 | 50% | $2,214 | 95% | 105% | $2,080 | 94% | —% | Adjusted EBITDA2 | 50% | $439 | 85% | 115% | $421 | 96% | 43% |
1GAAP revenue for fiscal year 2023 adjusted to exclude the effects of foreign exchange rates versus planned rates, and contributions from acquisitions made during the year, in accordance with the adjustment mechanics as approved at the beginning of the performance period 2Non-GAAP adjusted EBITDA for fiscal year 2023 adjusted to exclude the effects of foreign exchange rates versus planned rates, acquisitions made during the year, and non-utilized investment reserve, in accordance with the adjustment mechanics as approved at the beginning of the performance period Fiscal Year 2023 RSUs RSUs, representing 40% of our NEOs’ long-term incentive value under the ELTIP vest 25% per year on April 30, beginning one year after grant. Unvested RSUs are forfeited upon a termination of employment except in cases of death, permanent disability, or upon a Change in Control of the Company if the award is not assumed or replaced by the acquiring entity, where RSUs immediately vest. Fiscal Year 2021 PSUs Earned For fiscal year 2021, we granted our NEOs a mix of 60% PSUs and 40% RSUs under the ELTIP. Given challenges in setting long-term goals due to COVID-19, one-year financial goals for EBITDA and revenue were set for fiscal year 2021. Corporate executives were measured against enterprise EBITDA, weighted 60% and enterprise revenue, weighted 40%. Enterprise EBITDA, weighted 60% and business unit revenue, weighted 40%, were the measures used for Mr. Zipper and Mr. Flynn. The earned PSUs were then subject to two additional years of time vesting. Based on the financial results for the period, the FY21 PSUs were earned between 113% and 116% of target (based on number of target shares), and about 99% of target (based on using fair market values on dates of grant and end of cycle), reflecting enterprise and business revenue generally at or above target, and EBITDA performance above target. The goals and outcomes are further reflected in the table below. | | | | | | | | | | | | | | | | | | | | | | | | | Values in millions | | | | | Measure | Weighting | Target | Threshold Level | Outstanding Level | Actual | % of Target Achieved | % of Award Earned | | Enterprise EBITDA | 60% | $396 | 80% | 120% | 413 | 104% | 73.2% | | Revenue | | | | | | | | | Enterprise Revenue | 40% | $1,885 | 80% | 120% | 1,914 | 102% | 43.2% | | Research Revenue | 40% | $987 | 80% | 120% | 994 | 101% | 41.6% | | Education Services Revenue | 40% | $281 | 80% | 120% | 280 | 100% | 39.6% |
| ● | Build a high-performance organization.Develop a culture of winning | | | | | | | | 2023 Proxy Statement | | 53 |
| | | | | | | | | | | |
Executive | Target PSUs | Earned PSUs | Actual Award as a Percentage of Target1 | | Brian A. Napack (CEO) | 52,094 | 60,637 | 116.4% | | Aref Matin (CTO) | 11,798 | 13,733 | 116.4% | | Todd R. Zipper (GM, Talent) | 16,279 | 18,395 | 113.0% | | James J. Flynn II (GM, Research) | 5,759 | 6,617 | 114.9% |
1Actual award based 60% on enterprise EBITDA and 40% enterprise revenue for corporate leaders and 40% business performance for business leaders. Other Forms of Compensation | ● | Empower people to succeed.Enhance Executive Leadership Team effectiveness |
| | | | | | | | | | | | | | | | | | | | | An evaluation of each executive officer’s achievement of Fiscal 2017 strategic objectives in the context of the goals set forth above, was made by the CEO and approved by the Compensation Committee. In the case of the CEO, this evaluation was made by the Executive Committee. |
| | There were no specific weightings for each of the preceding goals, and achievement of the strategic objectives was based on the Compensation Committee’s qualitative assessment. The key strategic accomplishments of the NEOs during Fiscal 2017 include: financial performance in line with guidance provided; significant progress in our digital evolution; the acquisition of Atypon; steady performance from Journal subscriptions; strong growth from Education Books, Author-Funded Access, Test Preparation & Certification, Corporate Learning, Online Program Management, Professional Assessment, and Course Workflow/WileyPLUS; continued transition of leadership and investment in new and existing talent to enhance business performance; initiated work on a multi-year operational excellence initiative; continued work on our ERP implementation and ourheadquarters office transformation. | | | | | | | | Payout of the financial and strategic objectives portions of the annual incentives as a percentage of target, and total Fiscal 2017 annual incentives paid to the NEOs as a percentage of target, are noted in the table below. |
| | | | | | | | | | | | | | | | | | | Named Executive Officer | | Payout of
Financial-Based
Incentive as a %
of Target | | Payout of Strategic
Objectives
Incentive as a %
of Target | | Total Annual
Incentive Payout
as a % of Target | | | | Mark J. Allin | | | 116.7 | % | | | 100 | % | | | 113 | % | | | | John A. Kritzmacher | | | 116.7 | % | | | 150 | % | | | 125 | % | | | | Gary Rinck | | | 116.7 | % | | | 90 | % | | | 110 | % | | | | John W. Semel | | | 116.7 | % | | | 90 | % | | | 110 | % | | | | Jeffrey L. Sugerman | | | 107.0 | % | | | 110 | % | | | 108 | % |
| | Long-Term Stock-Based
Incentives | Long-term incentives are intended to motivate and reward executive officers for achieving long-term (three-year) business objectives that drive Company performance. The long-term incentive program for executive officers consists of annual grants of performance share units and restricted share units, weighted approximately 60% and 40% of long-term target value, respectively. As noted above, we eliminated the use of stock options beginning in Fiscal 2017, and shifted the weight to performance share units (previously weighted at 50%) and restricted share units (previously weighted at 20%). | | | | The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by tying realizable compensation directly to pre-established performance goals and future increases in stock price, provides alignment with shareholder interests, and serves as an effective retention tool for executive talent. In administering the long-term incentive program, the Compensation Committee considers data from the executive compensation survey previously discussed, and the recommendations of the CEO (with respect to the other executive officers), to establish the targeted long-term incentive award values for each executive officer. | | |
| | ● | Performance share units are used to focus executive officers on the achievement of three-year corporate financial performance goals established by the Compensation Committee. The use of corporate performance measures aligns executive officers with the overall success of the Company and the strategic plan approved by the Board of Directors. At the end of the performance cycle, a payout factor is calculated based on actual results against threshold, target and outstanding performance levels, resulting in a payout from 0% to 150% of the targeted number of performance share units for cycle. There is no payout in shares if performance is below the threshold level. Performance share units vest 50% at the end of the performance cycle and 50% the following April 30th, except in limited circumstances involving performance shares for completed performance cycles upon executive retirement, death or permanent disability. For participants of the Executive Long-Term Incentive Plan, dividend equivalents are paid on earned shares over the additional vesting period following the end of the performance cycle. Beginning with the Fiscal 2018 grants, earned performance share units will vest 100% following the end of the performance cycle, once financial achievement levels have been approved by the Compensation Committee. | | | | For the Fiscal 2015-17 performance cycle, fiscal 2017 EPS and three-year cumulative FCF were the performance measures, weighted at 60% and 40%, respectively. As noted previously, for the Fiscal 2017-19 performance cycle, cumulative EBITDA and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively. These performance measures maintain focus on simple, critical, long-term value drivers.
|
| | For the Fiscal 2015-17 performance cycle, EPS achievement was below threshold at 87.5% of target, and FCF achievement was also below threshold at 83.9% of target. As a result, there was no payout to the NEOs for this performance cycle. |
| | | | | | | | | | | | | | | | | | | | | Financial Objective | | Fiscal 2015-17
Threshold
Performance
Level | | Fiscal 2015-17
Target Amount | | Fiscal 2015-17
Outstanding
Performance
Level | | Fiscal 2015-17
Results | | | | | EPS | | 90% | | $4.09 | | | 110% | | | $3.58 | | | | | | Normalized FCF ($000s) | | 90% | | $930,000 | | | 110% | | | $780,300 | |
| Note: | Financial results used for long-term incentive payment purposes were adjusted to be on a constant currency basis using budgeted foreign exchange rates and for certain items and events as permitted by the shareholder-approved 2014 Key Employee Stock Plan. These exclusions ensure that executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. For the Fiscal 2015-17 cycle the principal exclusions were dilution from acquisitions; additional ERP development and headquarters renovation costs versus the original Plan; expenses and cash payments related to restructuring actions; additional retirement plan payments and tax payments. Free cash flow is defined by the Company as cash from operating activities less cash used for investing activities excluding acquisitions. |
| The following table shows the Fiscal 2015-17 target performance shares for the NEOs, noting that none were earned: |
| | Named Executive Officer | | Target Performance
Shares for the
Fiscal 2015-17
Cycle | | Earned
Performance
Shares for the
Fiscal 2015-17 Cycle | | Total Payout
as a % of Target | | | Mark J. Allin | | 4,000 | | 0 | | 0% | | | John A. Kritzmacher | | 8,700 | | 0 | | 0% | | | Gary Rinck | | 4,200 | | 0 | | 0% | | | John W. Semel | | 2,000 | | 0 | | 0% | | | Jeffrey L. Sugerman | | 1,300 | | 0 | | 0% | | | | | | | | | | | |
| The NEOs’ target performance shares for the Fiscal 2017-19 performance cycle are included in the Grants of Plan-Based Awards Table on page 42. |
| | ● | Restricted share units facilitate stock ownership, expediting achievement of the stock ownership multiple, and provide an additional retention mechanism. Dividend equivalents are paid on restricted share units until the shares vest. Restricted share units vest 25% per year, on April 30th. |
| | Stock-based awards are made using a ten-day trailing average stock price from the date five business days after the release of the Company’s year-end earnings. | | | | One-Time Supplemental
Long-Term Incentives | | Periodically, one-time supplemental long-term incentives are used in situations where specific focus on a multi-year initiative is required. These performance-based awards have specific, measurable objectives, and are typically paid on a continuum between a 50% threshold performance level and a 150% outstanding performance level. There is sometimes a service-based component. | | | | | | In Fiscal 2016, Messrs. Kritzmacher and Sugerman were granted one-time supplemental long-term incentives, payable in cash based on performance at the end of Fiscal 2017. Both awards also include a service component. Mr. Kritzmacher’s $500,000 long-term cash incentive was paid at the targeted level based on achievement of technology-related milestones, and tenure through the end of Fiscal 2017. Mr. Sugerman’s $900,000 long-term cash incentive was paid at 76.5% of target, or $688,800 based on the level of achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, and tenure through the end of Fiscal 2017.
Mr. Sugerman was granted a supplemental share-based award in Fiscal 2017 which was paid at 101.5% of target, or 2436 shares based on the achievement of Fiscal 2017 revenue and contribution to profit goals for the Talent Solutions business.
| | | | Stock Ownership
Guidelines
| | The Compensation Committee believes that the ultimate goal of the long-term incentive program is to align the interests of Company stockholders and management. To reinforce this principle, the Compensation Committee established stock ownership guidelines for all executive officers participating in the long-term incentive program. The ownership guideline for the CEO is six times base salary. The ownership guideline for the other executive officers is two and one-half times base salary. Shares counted toward the ownership guidelines consist of: |
| | | | | | ● | Shares owned outright | | | | | | | ● | Half of the performance share units earned (i.e.where the performance cycle has been completed), but not yet vested. (Assumes half will be surrendered to pay taxes.) | | | | | | | ● | Half of time-based restricted shares / restricted share units granted. (Assumes half will be surrendered to pay taxes.) | | | | | | | Mr. Rinck has exceeded his targeted shareholdings. | | | | |
| | Messrs. Allin, Kritzmacher, Semel and Sugerman were relatively new to their roles in Fiscal 2017 and mad progress toward meeting their ownership targets.
For all equity grants awarded during and after June 2011, there is a stock retention requirement for our executive officers, including the NEOs, that requires retention of 50% of the net shares acquired upon the exercise of stock options or the vesting of performance share units and restricted shares/share units until the executive satisfies the stock ownership salary multiple.
| | | | Clawback Provision | | To ensure that our compensation program does not encourage excessive risk taking the Company has a clawback provision in both the annual and long-term incentive plans covering the top 450 employees in the Company. The clawback provision allows the Company to recoup incentive payments to covered incentive participants in the event that the Company restates its financial results because of fraud, gross negligence or intentional misconduct on the part of one or more employees and/or because of material non-compliance with securities laws. | | | | Hedging Prohibition | | As part of an Insider Trading Policy, the Company strictly prohibits any type of hedging activity, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds. | | | | Retirement and Post-Employment Benefits | | All NEOs are eligible to participate in the Company’s qualified savings and retirement plans, as described further starting on page 46. However, because US and UK tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has adopted four non-qualified retirement plans to supplement qualified retirement benefits. |
| | ● | Nonqualified Supplemental Benefit Plan (the “Excess Plan”).The Excess Plan was adopted by the Board of Directors to restore benefits that cannot be provided under the Employees’ Retirement Plan of John Wiley & Sons, Inc. (“US Retirement Plan”) due to limitations imposed by the Internal Revenue Code. Participation in and accruals under the Excess Plan were frozen as of June 30, 2013. |
| | ● | Supplemental Executive Retirement Plan (the “SERP”).Participation in and accruals under the SERP were frozen as of June 30, 2013. The SERP is more fully described on page 45. | | | | | | | ● | Deferred Compensation Plan (the “DCP”).The Deferred Compensation Plan was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. In conjunction with the freeze of the US defined benefit plans, the Board approved amending the DCP to provide for Company contributions mirroring those made under the Savings Plan.
| | | | | | | ● | UK Unapproved Supplemental Plan (the “UK Non-Qualified Plan”). The UK Non-Qualified Plan was adopted by the Board of Directors to restore benefits for selected individuals that cannot be provided under the UK Qualified Plan due to limitations imposed by Her Majesty’s Revenue & Customs. Participation in and service-related accruals under the UK Non-Qualified Plan were frozen as of April 30, 2015. | | | | |
| As noted above, the Company ceased accruals and froze participation in the US defined benefit retirement plans, including the US Retirement Plan, the Excess Plan, and the SERP, effective June 30, 2013. At the same time, the Company enhanced its Defined Contribution Savings Plan (401(k)) and the DCP. Service-related accruals under the UK Qualified Plan and the UK Non-Qualified Plan were frozen as of April 30, 2015, and colleagues previously accruing benefits under the UK Qualified Plan became covered by the UK Group Personal Pension Plan (GPPP), a UK tax-qualified defined contribution arrangement. | | | Health and
Welfare Benefits | wellness plans The Company provides or makes available a number of health and welfare benefits, such as medical, dental, vision, life, accident and long-term disability insurance to all US-basedUS- based employees, including the NEOs.executive officers. These competitive benefits are provided primarily for the well-being of Wiley employees, and at the same time enhance Wiley’s attractiveness as an employer of choice. | | | Perquisites and
Other Benefits | The Company provides limited perquisites and other personal benefits to the NEOs, of which the incremental cost to the Company in the aggregate is generally in the range of $10,000 to $19,000 annually. These taxable benefits are provided primarily for the financial security and productivity of executives, which allows greater focus on Wiley business activities. These limited perquisites primarily consist of financial planning and tax preparation, an allowance for business and health club memberships, parking in the headquarters building (where appropriate).
During Fiscal 2017, Mr. Allin received a taxable allowance of $10,000 per month for relocation, dual living expenses and family travel, as his family remained in the UK. In addition, since Mr. Allin traveled extensively and has tax obligations in both the UK and US, the Company provides tax consultation and preparation assistance from PricewaterhouseCoopers. During Fiscal 2017, these charges amounted to $66,103. During Fiscal 2017, Mr. Sugerman received a taxable allowance of $12,500 per month for relocation, dual housing and living expenses.
| | | Post-Employment
Benefits | Post-employment compensation Depending on the circumstances of their termination, the NEOsexecutive officers are eligible to receive severance benefits in the form of base salary as a lump-sum payment, annual incentive, healthcare benefits and accelerated vesting of equity as determined by the provisions in their employment agreements or the Executive Severance Plan, which are discussed in detail starting on page 47.Policy. Under a dismissal without cause or constructive discharge following a change ofin control, the Company provides these severance benefits because it serves the best interest of the Company and its shareholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. In the case of a without cause termination or constructive discharge absent a change in control, the Company believes it is appropriate to provide severance for a limited period to bridge executives to new employment, particularly in view of our non-compete and non-solicitation covenants. | |
Tax Deductibility | | | | | | | | | | | | | | | | | | | Perquisites and other personal benefits The Company provides limited perquisites and other personal benefits to the executive officers. These taxable benefits are provided primarily for the financial security and productivity of Compensation | | Ordinarily it isexecutives, which allows greater focus on Company business activities. These limited perquisites primarily consist of financial planning and tax preparation, an allowance for business and health club memberships, and parking in the best interestheadquarters building (where appropriate).
| | | | | | | | | | | | | | | | | | | | | | | | | | | Retirement benefits All NEOs are eligible to participate in the Company’s qualified Employees’ Savings Plan (“401(k) Plan”). However, because US tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has a non-qualified retirement plans to supplement qualified retirement benefits. The Nonqualified Deferred Compensation Plan (the “NQDC Plan”) was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. The NQDC Plan provides for Company contributions mirroring those made under the Savings Plan. | | | | | | | | |
Governance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Clawback Provisions To ensure that our compensation program does not encourage excessive risk taking the Company has a clawback provision in both the annual and long-term incentive plans covering approximately the top 400 employees in the Company. The clawback provision allows the Company to retain flexibilityrecoup incentive payments to covered incentive participants in the event that the Company restates its compensation programsfinancial results because of fraud, gross negligence or intentional misconduct on the part of one or more employees and/or because of material non-compliance with securities laws. We will update our policy to enable it to appropriately reward, retaincomply with final SEC and attract executive talent necessary to furtherlisting exchange rules. | | | | Stock Ownership Guidelines The Compensation Committee believes that the Company’s success. To the extent such goals can be met with compensation that is designed to be deductible under Section 162(m)ultimate goal of the Internal Revenue Codelong-term incentive program is to align the interests of 1986, as amended (the “Code”), such as the 2014 Key Employee Stock PlanCompany shareholders and the Executive Annual Incentive Plan, each approved by the shareholders in September 2014, such compensation plans will be used. However,management. To reinforce this principle, the Compensation Committee recognizes thatestablished stock ownership guidelines for all executive officers participating in appropriate circumstances, compensation thatthe long-term incentive program. The ownership guideline for the CEO is not deductible undersix times base salary. The ownership guideline for the Code may be paid atother executive officers is two and one-half times base salary. Shares counted toward the Compensation Committee’s discretion.The rules and regulations promulgated under Code Section 162(m) are complex and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subjectownership guidelines consist of:
■Shares owned outright ■Subject to the Code Section 162(m) limitationsaward being earned/vested, half of the performance share units earned when performance goals are achieved. (Assumes half will be treated bysurrendered to pay taxes.) ■Half of time-based RSUs granted. (Assumes half will be surrendered to pay taxes.) Unearned performance share units and unvested and unexercised stock options do not count toward the Internal Revenue Service as “qualified performance-based compensation” under Code Section 162(m) and/or deductible by the Company.Closing Statement
The executive compensation program discussed hereinownership guidelines.
There is based on our beliefs that:● The quality of our leadership is among the most important determinants of the Company’s success;
● Our ability to attract and retain industry leaders who will ensure our success requires a competitive, performance-based compensation program;
● Our shareholders are best served by providingstock retention requirement for our executive officers with appropriate financial rewards directly linked to the long-term successthat requires retention of 50% of the Company; and
● Our executive officers must share innet shares acquired upon the risks as well asexercise of stock options or the rewards of achieving the Company’s challenging performance goals.
| | | | | | We believe that the Company’s executive compensation program meets the goals and objectives discussed above.
|
Summary
Compensation Table: | Name
[a] | | Year
[b] | | Salary
($)
[c] | | Bonus
($)
[d] | | Stock
Awards
($)
[e] | | Option
Awards
($)
[f] | | Non-Equity Incentive Plan Compensation
($)
[g] | | Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
[h] | | All Other
Compensation
($)
[i] | | Total
($)
[j] | | | | Mark J. Allin | | 2017 | | 775,000 | | | | 1,919,512 | | 0 | | 1,053,234 | | 507,177 | | 270,023 | | 4,524,947 | | | | | | 2016 | | 737,500 | | | | 2,283,832 | | 498,845 | | 875,119 | | 108,462 | | 202,305 | | 4,706,063 | | | | | | 2015 | | 472,870 | | | | 334,320 | | 167,620 | | 309,836 | | 332,866 | | 140,450 | | 1,757,962 | | | | John A. Kritzmacher | | 2017 | | 662,500 | | | | 1,174,941 | | 0 | | 1,331,416 | | 7,498 | | 91,348 | | 3,267,703 | | | | | | 2016 | | 645,000 | | | | 745,787 | | 319,485 | | 701,326 | | 1,074 | | 79,970 | | 2,492,641 | | | | | | 2015 | | 616,667 | | | | 728,340 | | 311,100 | | 593,712 | | 1,312 | | 78,447 | | 2,329,577 | | | | Gary Rinck | | 2017 | | 549,167 | | | | 539,493 | | 0 | | 453,854 | | 462,771 | | 61,044 | | 2,066,328 | | | | | | 2016 | | 543,333 | | | | 352,737 | | 151,040 | | 423,363 | | 199,047 | | 54,549 | | 1,724,069 | | | | | | 2015 | | 531,667 | | | | 352,230 | | 149,600 | | 359,319 | | 503,614 | | 51,300 | | 1,947,730 | | | | John W. Semel | | 2017 | | 454,167 | | | | 479,776 | | 0 | | 425,522 | | 1,354 | | 37,872 | | 1,398,691 | | | | | | 2016 | | 450,000 | | | | 307,945 | | 132,013 | | 396,175 | | 24,522 | | 34,147 | | 1,344,802 | | | | | | 2015 | | 394,625 | | | | 167,160 | | 71,400 | | 281,204 | | 38,682 | | 36,040 | | 989,111 | | | | Jeffrey Sugerman | | 2017 | | 379,167 | | | | 383,854 | | 0 | | 995,941 | | 897 | | 179,351 | | 1,939,210 | | | | | | 2016 | | 375,000 | | | | 179,728 | | 76,995 | | 288,914 | | (1,839) | | 181,831 | | 1,100,629 | |
| | (e): The amounts reported in this column consistvesting of performance share units and restricted share units granted underuntil the Company’s 2014 Key Employee Stock Plans. The amounts noted forexecutive satisfies the performance share units representstock ownership salary multiple. Mr. Napack, Mr. Matin and Mr. Zipper have met their targeted shareholding requirements. Ms. Van Tassell and Mr. Flynn have not yet met their guideline as they are relatively new to their roles, but are in compliance with the value atrequirements and have made good progress toward their targeted shareholding guidelines.
| | | | | | | | | | | | | | | | | | | | | Hedging and Pledging Prohibition As part of our Insider Trading Policy, which applies to employees, officers and directors, the grant date based onCompany prohibits: ■any type of hedging activity, including the probable outcomeuse of financial instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds ■entering into short sales or purchasing, selling or exercising puts, calls or other such options pertaining to stock of the performance conditions under the awards. Maximum value payoutsCompany ■holding securities of the performance share units are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values.(f): The amounts reported in this column consist of stock options granted under the Company’s 2014 Key Employee Stock Plans. Beginning in Fiscal 2017, the company has stopped awarding stock options. The assumptions used to calculate the stock option award values for Fiscal 2015 and 2016 are in accordance with FASB ASC Topic 718, Stock Compensation. Refer to the Notes to the Consolidated Financial Statements in the Company’s 2015 and 2016 Annual Report on Form 10-K for the assumptions used in determining FASB ASC Topic 718, Stock Compensation values. The amounts listed do not necessarily reflect the level of compensation that may be realized by our named executive officers.
(g): The total annual incentive for Fiscal 2017 was earned based on the achievement of pre-established corporate and, in the case of Mr. Sugerman, business financial measures—including revenue, EPS and business CTP—approved by the Compensation Committee, as well as the achievement of strategic objectives that are designed to drive improved performance for the Company. Mr. Kritzmacher and Mr. Sugerman also received payment for their supplemental long-term cash incentives. Mr. Kritzmacher’s payment was based on achievement of an agreed set of technology-related milestones and continued service through the two-year period. Mr. Sugerman’s long-term cash incentive was payable based on achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, and continued service through the two-year period.
(h): The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits. Change in pension values for Messrs. Allin, Rinck, Semel and Sugerman are $506,110, $111,169, $1,133 and $768 respectively.
Nonqualified deferred compensation earnings represents the market fluctuation on account balances based on the investment funds for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman are $1,067, $7,498, $351,602, $221 and $129 respectively.
Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.4542 and 1.28086, for benefits as of April 30, 2016 and April 30, 2017, respectively. Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions as of April 30, 2016 and April 30, 2017, as applicable. The change in pension value reflects the US Qualified, Excess and SERP benefits frozen as of June 30, 2013. Note the following:
● Mr. Allin continued to accrue UK pension benefits through April 30, 2015.
● Additional US pension accruals ceased as of the US plans’ freeze.
● The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension benefits.
(i): All Other Compensation consists of the following in Fiscal 2017:
● Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman, are valued at $71,330, $58,878, $42,697, $37,415 and $29,352 respectively.
● Perquisites (financial planning, health club membership fees, parking benefits) for Messrs. Allin, Kritzmacher and Rinck, valued at $12,590, $18,470 and $18,347, respectively.
● Mr. Allin was a UK-based executive who traveled extensively to the US on Company business, and relocated to the US in June 2015. He has tax obligations and other filing requirements in both the UK and the US. The Company has agreed to cover tax preparation and filing assistance in the UK and the US, and completion of other filing obligations in the UK and the US for Mr. Allin through PricewaterhouseCoopers (PwC), amounting to $66,103 in Fiscal 2017, and included as “other compensation.”
● The Compensation Committee agreed to provide Mr. Allin with an allowance of $10,000 per month to be reviewed annually and used to cover dual UK and US living expenses, and personal travel for himself and his family between the UK and the US, since part of his family continues to reside in the UK.
● The Compensation Committee agreed to provide Mr. Sugerman with an allowance of $12,500 per month to cover relocation, dual housing and living expenses.
● The following NEO’s requested and received a cash donation from the Company to organizations pursuant to the Company’s Matching Gift Program: Mr. Kritzmacher - $14,000 and Mr. Semel - $460.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | Grants of Plan-Based
Awards During
Fiscal 2017: | | | | | | | | | | | | | | | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
[i] | | All Other Option
Awards: Number of Securities Underlying Options
(#)
[j] | | Exercise or Base Price of Option Awards
($/Sh)
[k] | | Grant Date Fair Value of Stock and Option Awards
($)
[l] | | | | | | | | | | | | | | | | | | | | | | | | | | |
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | | | | | | | | Threshold ($)
[c] | | Target
($)
[d] | | Maximum
($)
[e] | | Threshold
(#)
[f] | | Target
(#)
[g] | | Maximum
(#)
[h] | | | | | | | Mark J. Allin | | 6/22/2016 | | 468,000 | | 936,000 | | 1,404,000 | | | | | | | | | | | | | | | | | | | | | 6/22/2016 | | | | | | | | 11,283 | | 22,565 | | | 33,848 | | | | | | | | 1,151,718 | | | | | | 6/22/2016 | | | | | | | | | | | | | | | 15,043 | | | | | | 767,795 | | | | John A. Kritzmacher | | 6/22/2016 | | 332,500 | | 665,000 | | 997,500 | | | | | | | | | | | | | | | | | | | | | 6/22/2016 | | | | | | | | 6,905 | | 13,810 | | | 20,715 | | | | | | | | 704,862 | | | | | | 6/22/2016 | | | | | | | | | | | | | | | 9,210 | | | | | | 470,078 | | | | Gary Rinck | | 6/22/2016 | | 206,250 | | 412,500 | | 618,750 | | | | | | | | | | | | | | | | | | | | | 6/22/2016 | | | | | | | | 3,170 | | 6,340 | | | 9,510 | | | | | | | | 323,594 | | | | | | 6/22/2016 | | | | | | | | | | | | | | | 4,230 | | | | | | 215,899 | | | | John W. Semel | | 6/22/2016 | | 193,375 | | 386,750 | | 580,125 | | | | | | | | | | | | | | | | | | | | | 6/22/2016 | | | | | | | | 2,820 | | 5,640 | | | 8,460 | | | | | | | | 287,866 | | | | | | 6/22/2016 | | | | | | | | | | | | | | | 3,760 | | | | | | 191,910 | | | | Jeffrey L. Sugerman | | 6/22/2016 | | 142,500 | | 285,000 | | 427,500 | | | | | | | | | | | | | | | | | | | | | 6/22/2016 | | | | | | | | 1,565 | | 3,130 | | | 4,695 | | | | | | | | 159,755 | | | | | | 6/22/2016 | | | | | | | | | | | | | | | 2,080 | | | | | | 106,163 | | | | | | 9/21/2016 | | | | | | | | 1,200 | | 2,400 | | | 3,600 | | | | | | | | 117,936 | |
| | (c) to (e): Represents the annual incentives for Fiscal 2017 that are based on achievement of financial goals and strategic objectives. For the annual incentives, financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance, are set at the beginning of the fiscal year. Revenue, EPS and business CTP were the financial performance measures used for Fiscal 2017. Strategic objectives are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for Fiscal 2017 are indicated in column (g)a margin account or otherwise pledging securities of the Summary Compensation Table.
(f) to (h): Represents the performance share unit awards grantedCompany as collateral for the Fiscal 2017-19 performance cycle pursuant to the 2014 Key Employee Stock Plan. In Fiscal 2017 executives received 60% of their targeted long-term incentive (excluding one-time awards) in the form of performance share units. Financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance are set at the beginning of the three-year plan cycle. Cumulative EBITDA and cumulative free cash flow are the performance measures used for the Fiscal 2017-19 performance cycle, weighted at 60% and 40%, respectively. No long-term incentive is payable unless the threshold performance level is reached for one of the performance measures. The performance share units, if earned, vest 50% on June 30, 2019 and the remaining 50% on April 30, 2020. Dividends are not paid during the performance period, but dividend equivalents are paid on earned shares following the performance cycle and before vesting. In the case of Mr. Sugerman, a supplemental performance award was granted and was paid out in June 2017 based on achievement of annual revenue and contribution to profit goals for the Solutions business.
(i): Represents the restricted share unit awards granted for Fiscal 2017, pursuant to the 2014 Key Employee Stock Plan. Restricted share units vest 25% per year over four years, on April 30. In Fiscal 2017 executives received 40% of their targeted long-term incentive (excluding one-time awards) in the form of restricted share units. Dividend equivalents are paid on restricted share units until the shares vest.
(j): Option grants are no longer awarded.
(l): The grant date fair value of the performance share units and restricted share units is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the performance share unit and restricted share unit awards is based on a $51.04stock price. The fair value disclosed in this column for the performance share units represents the total fair value of those awards at the target level. Maximum value payouts are 150% of target, and will only occur if the Company reaches preset “outstanding” performance benchmarks. Refer to Notes 2 and 16 in the Notes to the Consolidated Financial Statements in the Company’s 2017 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, Stock Compensation values.
loan | | | | |
Outstanding Equity
Awards at Fiscal 2017
Year End: | Name
[a] | | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
[b] | | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
[c] | | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
[d] | | Option
Exercise
Price
($)
[e] | | Option
Expiration
Date
[f] | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
[g] | | Market
Value
of Shares
or Units
of Stock
That
Have Not
Vested
($)
[h] | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
[i] | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units
or Other
Rights
That Have
Not Vested
($)
[j] | | | Mark J. Allin | | 4,500 | | | | | | | $47.55 | | 6/25/2018 | | 3,100 | (1) | 163,370 | | 24,850 | (6) | 1,309,595 | | | | | 7,495 | | | | | | | $35.04 | | 6/24/2019 | | 1,150 | (1) | 60,605 | | 22,565 | (7) | 1,189,176 | | | | | 28,675 | | | | | | | $40.02 | | 6/23/2020 | | 1,600 | (2) | 84,320 | | | | | | | | | 26,100 | | | | | | | $49.55 | | 6/22/2021 | | 7,500 | (4) | 395,250 | | | | | | | | | 26,100 | | | | | | | $48.06 | | 6/26/2022 | | 2,970 | (3) | 156,519 | | | | | | | | | 7,598 | | 7,598 | (1) | | | | $39.53 | | 6/24/2023 | | 11,283 | (5) | 594,614 | | | | | | | | | | | 9,860 | (2) | | | | $59.70 | | 6/23/2024 | | | | | | | | | | | | | 16,910 | | 16,910 | (3) | | | | $55.99 | | 6/23/2025 | | | | | | | | | | | John A. Kritzmacher | | 30,000 | | 30,000 | (1) | | | | $39.53 | | 6/24/2023 | | 5,345 | (1) | 281,682 | | 9,510 | (6) | 501,177 | | | | | | | 18,300 | (2) | | | | $59.70 | | 6/23/2024 | | 3,500 | (2) | 184,450 | | 13,810 | (7) | 727,787 | | | | | 10,830 | | 10,830 | (3) | | | | $55.99 | | 6/23/2025 | | 1,905 | (3) | 100,394 | | | | | | | | | | | | | | | | | | | | 6,908 | (5) | 364,052 | | | | | | | Gary Rinck | | 30,000 | | | | | | | $47.55 | | 6/25/2018 | | 3,368 | (1) | 177,494 | | 4,500 | (6) | 237,150 | | | | | 30,000 | | | | | | | $35.04 | | 6/24/2019 | | 1,250 | (1) | 65,875 | | 6,340 | (7) | 334,118 | | | | | 25,000 | | | | | | | $40.02 | | 6/23/2020 | | 1,700 | (2) | 89,590 | | | | | | | | | 25,000 | | | | | | | $49.55 | | 6/22/2021 | | 900 | (3) | 47,430 | | | | | | | | | 25,000 | | | | | | | $48.06 | | 6/26/2022 | | 3,173 | (5) | 167,217 | | | | | | | | | 7,150 | | 7,150 | (1) | | | | $39.53 | | 6/24/2023 | | | | | | | | | | | | | | | 8,800 | (2) | | | | $59.70 | | 6/23/2024 | | | | | | | | | | | | | 5,120 | | 5,120 | (3) | | | | $55.99 | | 6/23/2025 | | | | | | | | | | | John W. Semel | | 4,100 | | | | | | | 48.06 | | 6/26/2022 | | 1,337 | (1) | 70,460 | | 3,930 | (6) | 207,111 | | | | | 2,850 | | 2,850 | (1) | | | | 39.53 | | 6/24/2023 | | 500 | (1) | 26.350 | | 5,640 | (7) | 297,228 | | | | | | | 4,200 | (2) | | | | 59.70 | | 6/23/2024 | | 800 | (2) | 42,160 | | | | | | | | | 4,475 | | 4,475 | (3) | | | | 55.99 | | 6/23/2025 | | 785 | (3) | 41,370 | | | | | | | | | | | | | | | | | | | | 2,820 | (5) | 148,614 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeffrey L. Sugerman | | 2,200 | | 2,200 | (1) | | | | $39.53 | | 6/24/2023 | | 1,016 | (1) | 53,543 | | 2,290 | (6) | 120,683 | | | | | | | 2,700 | (2) | | | | $59.70 | | 6/23/2024 | | 400 | (1) | 21,080 | | 3,130 | (7) | 164,951 | | | | | 2,610 | | 2,610 | (3) | | | | $55.99 | | 6/23/2025 | | 1,334 | (8) | 70,302 | | | | | | | | | | | | | | | | | | | | 500 | (2) | 26,350 | | | | | | | | | | | | | | | | | | | | 460 | (3) | 24,240 | | | | | | | | | | | | | | | | | | | | 1,560 | (5) | 82,212 | | | | | | | | | | | | | | | | | | | | 2,436 | (8) | 128,377 | | | | |
| | (1) Remaining 50% of award vests on April 30, 2018.
(2) Award vests 50% on April 30, 2018 and 50% on April 30, 2019.
(3) Remaining 50% of award vests 25% on April 30, 2018 and 25% on April 30, 2019.
(4) Remaining 75% of award vests 25% on June 1, 2017, 25% on June 1, 2018 and 25% on June 1, 2019.
(5) Remaining 75% of award will vest 25% on April 30, 2018, 25% on April 30, 2019 and 25% on April 30, 2020.
(6) Award vests 50% on June 30, 2018 and 50% on April 30, 2019.
(7) Award vests 50% on June 30, 2019 and 50% on April 30, 2020.
(8) Award vested 100% on June 30, 2017.
(e): The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant.
(f): Stock options have a term of 10 years. Stock options continue to vest and can be exercised for a period following retirement, but no later than the expiration of the option.
(g): Includes the second half of the shares earned for the Fiscal 2014-16performance cycle; the restricted share units granted in June 2013-2016; and any supplemental awards , all of which will vest as noted above.
(h) and (j): Based on the April 28, 2017 closing market price of Class A stock of $52.70.
|
| | (i): Represents the target number of performance share units granted but yet-to-be earned for the Fiscal 2016-18 and Fiscal 2017-19 long-term incentive cycles. The Fiscal 2016-18 shares, if earned, will vest half on June 30, 2018 and half on April 30, 2019. The Fiscal 2017-19 shares, if earned, will vest half on June 30, 2019 and half on April 30, 2020. |
| | | | | | | | | | | | | | Option Exercises and | | | | Option Awards | | Stock Awards | | | Stock Vested Table: | | Name [a] | | Number of Shares
Acquired on
Exercise
(#) [b] | | Value Realized
on Exercise
($) [c] | | Number of Shares
Acquired on
Vesting
(#) [d] | | Value Realized
on Vesting
($) [e] | | | | | Mark J. Allin | | 3,500 | | | $11,580 | | | 12,934 | | | $684,672 | | | | | | John A. Kritzmacher | | 0 | | | $0 | | | 14,850 | | | $765,720 | | | | | | Gary Rinck | | 0 | | | $0 | | | 7,375 | | | $388,663 | | | | | | John W. Semel | | 7,250 | | | $60,454 | | | 8,607 | | | $434,189 | | | | | | Jeffrey L. Sugerman | | 0 | | | $0 | | | 2,165 | | | $114,096 | | |
| | (c): The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option.
(d): Includes:
● the second half of the performance share units earned from the Fiscal 2013-15 performance cycle (Messrs. Allin, Kritzmacher, Rinck and Semel),
● the first half of the performance share units earned from the Fiscal 2014-16 performance cycles (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman)
● the first half the restricted share units granted in June 2013 (Messrs Allin, Rinck, and Semel)
● the second quarter of restricted share units granted in June 2015 (Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman),
● the first quarter of restricted share units granted in June 2016
● the first quarter of promotional restricted share award granted in June 2015 (Mr. Allin)
● the full vesting of a one-time restricted share award granted in September 2013 (Mr. Semel)
(e): The value realized on the vesting of restricted stock awards represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A Common Stock on the dates of vesting.
|
| | | | | | | | | | | | | Pension Benefits Table: | | Name
[a] | | Plan
[b] | | Number of Years
Credited Service
(#)
[c] | | Present
Value of
Accumulated
Benefit(1)
($)
[d] | | Payments During
Last Fiscal Year
($)
[e] | | | | Mark J. Allin | | Qualified Plan | | N/A | | N/A | | 0 | | | | | | Excess Plan | | N/A | | N/A | | 0 | | | | | | SERP | | 13 | | 1,222,751 | | 0 | | | | | | UK Qualified Plan(2)(3) | | 16 | | 1,713,022 | | 0 | | | | Gary Rinck | | Qualified Plan | | 9 | | 356,413 | | 0 | | | | | | Excess Plan | | 9 | | 966,544 | | 0 | | | | | | SERP | | 9 | | 3,102,512 | | 0 | | | | John W. Semel | | Qualified Plan | | 4 | | 101,708 | | 0 | | | | | | Excess Plan | | 4 | | 124,879 | | 0 | | | | Jeffrey L. Sugerman | | Qualified Plan | | 0.5 | | 15,960 | | 0 | | | | | | Excess Plan | | 0.5 | | 29,913 | | 0 |
| | (1) The credited service and the accumulated benefits used to determine the present value of the US Qualified, Excess and SERP benefits are as of the US plans’ freeze on June 30, 2013. Mr. Allin’s UK plan credited service and accumulated benefit used to determine present value are as of April 30, 2017.
(2) Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using a British £ to US $ conversion factor of 1.28086.
(3) Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan was calculated using UK disclosure assumptions including a 2.60% discount rate.
(d): The amounts shown in the table above for all plans represent the actuarial present values of the executives’ accumulated benefits accrued as of April 30, 2017, calculated using the same assumptions in footnote 15 of the Company’s financial statements, except that the SERP benefit for Mr. Rinck calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of pre-retirement mortality.
|
The Compensation Committee considers the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs. While the Company generally seeks to maintain the deductibility of the incentive compensation paid to its NEOs, the Compensation Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practices, its compensation philosophy and the best interests of shareholders, even if these amounts are not fully tax deductible. The Employees
Retirement Plan of
John Wiley & Sons, Inc.
(the Qualified Plan) | The Company sponsors a qualified defined benefit pension plan to provide retirement benefits to US based employees of the Company. The Plan pays benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Prior to January 1, 2005, benefits under the Qualified Plan provided for annual normal benefits payable at normal retirement age of 65 based on certain factors times average final compensation times years of service not to exceed 35 (the “Previous Benefit Formula”). Effective January 1, 2005 the Qualified Plan formula was revised to provide covered participants with enhanced future benefits. After January 1, 2005, benefits are calculated as the sum of: |
| ● | A frozen benefit as of December 31, 2004, calculated under the Previous Benefit Formula, plus |
| ● | An annual benefit earned for benefit service after January 1, 2005. The amount of each year’s accrual is the sum of: |
| ● | total annual compensation (annual base salary, plus 100% of bonus) for the year up to and including 80% of that year’s Social Security Wage Base times 1.0%, plus |
| ● | total annual compensation for the year in excess of 80% of that year’s Social Security Wage Base times 1.3%. |
| The Company announced a cessation of accruals and freeze of participation in the US Qualified Retirement Plan, effective June 30, 2013. | | | | The plan recognizes a maximum of 35 years of benefit service, accruing through June 30, 2013. If the total benefit service is greater than 35 years at age 65, the benefit will be equal to the 35 consecutive years of benefit accruals that produce the highest combined amount. | | | | The plan provides for retirement as early as age 55 with ten years of service. The age 65 benefit is reduced by 4% per year for each year less than 65, unless a participant has 20 years of service, in which case the participant can retire as early as age 62 without an early retirement reduction. | | | | The frozen annual benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for Mr. Rinck is $3,399. | | | The Nonqualified
Supplemental Benefit
Plan (the Excess Plan) | The Excess Plan provides benefits that would otherwise be denied participants by reason of certain Code limitations on the tax-qualified benefit. In addition, the Excess Plan provides benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies. | | | | Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Qualified Plan, except that a participant’s compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months through the plans’ freeze date, June 30, 2013, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21. | | | | The Company announced a cessation of accruals and freeze of participation in the US Supplemental Benefit (“Excess”) Plan, effective June 30, 2013. | | | Supplemental Executive
Retirement Plan
(the SERP) | In March 2005, the Board froze participation in the existing 1989 SERP and adopted the 2005 SERP. All active participants in the 1989 SERP, except those who were directors, 5% owners or who were within two years of the normal retirement age of 65, were given the option, prior to December 31, 2005, to waive their right to all benefits under the 1989 SERP and receive benefits under the 2005 SERP in consideration of that waiver. Four participants elected to do so. Mr. Rinck remains in the 1989 SERP. | | | | The benefit under the 1989 SERP is the higher of the “primary” or the “additional” benefit. |
| | ● | The primary benefit consists of ten annual payments commencing at retirement (at or after age 65) determined by multiplying the participant’s base salary rate at retirement by 2.5, reducing the result by $50,000 and dividing the remainder by five. The plan also provides for an alternative early retirement benefit for participants who retire after age | | | | | | | 2023 Proxy Statement | | 55 with five years of service, a reduced payment for participants whose employment is terminated prior to age 65 other than on account of death (and who do not qualify for early retirement) and a survivor benefit for the beneficiaries of a participant who dies prior to age 65 while employed by the Company or an affiliate. |
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the years ended April 2023, 2022 and 2021 . | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All data in $000s | | Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings6 | All Other Compensation7 ($) | Total ($) | | Brian A. Napack (CEO) | 2023 | $945.0 | | $2,688.5 | — | $602.4 | $11.3 | $129.4 | $4,376.6 | | 2022 | $937.5 | — | $2,035.4 | $236.0 | $1,496.9 | $0.1 | $242.4 | $4,948.2 | | 2021 | $765.0 | — | $4,039.4 | — | $2,339.4 | $0.1 | $195.3 | $7,339.2 | | Christina Van Tassell (CFO) | 2023 | $650.0 | | $953.7 | — | $325.0 | $2.9 | $84.5 | $2,016.0 | 2022 8 | $283.3 | — | $2,124.0 | $225.1 | $629.2 | $(1.4) | $18.4 | $3,278.6 | | Aref Matin (CTO) | 2023 | $460.0 | | $822.8 | — | $230.0 | $92.8 | $79.6 | $1,685.1 | | 2022 | $460.0 | — | $650.2 | $236.0 | $465.5 | $(3.9) | $110.7 | $1,918.5 | | 2021 | $440.0 | — | $915.0 | — | $703.8 | $99.8 | $51.8 | $2,210.4 | | Todd R. Zipper (GM, Talent) | 2023 | $425.0 | | $760.1 | — | $148.8 | $74.0 | $44.1 | $1,452.0 | | 2022 | $425.0 | — | $600.7 | $236.0 | $336.6 | $62.4 | $80.2 | $1,740.9 | | 2021 | $386.9 | $375.0 | $1,237.4 | — | $651.5 | $31.4 | $91.4 | $2,773.6 | | James J. Flynn II (GM, Research) | 20239 | $441.7 | | $487.0 | — | $230.0 | $17.3 | $61.7 | $1,237.7 | | | | | | | | | |
1Reflects base salary paid to the NEOs. (Note fiscal year 2021 amounts include temporary base pay reductions) 2Reflects portion of sign-on cash earned in fiscal year 2021 for Mr. Zipper related to The Learning House acquisition 3Fiscal year 2023 values include year two of the FY22 PSUs, year one of the FY23 PSUs and the full RSUs granted in fiscal year 2023 under the Company’s 2014 Key Employee Stock Plan. Maximum payout of the PSUs are 200% of target and will only occur if the Company reaches preset outstanding levels of performance. See the Grants of Plan-Based Awards Table for the payout range for PSUs. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, “Compensation – Stock Compensation” 4Fiscal year 2022 values Include the premium non-qualified stock options granted in fiscal year 2022 under the Company’s 2014 Key Employee Stock Plan. The assumptions used to calculate the value of the awards is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, “Compensation – Stock Compensation” 5The total annual incentive for fiscal year 2023 was funded based on the achievement of pre-established corporate revenue and operating income targets approved by the Compensation Committee. Allocation to Mr. Napack, Ms. Van Tassell and Mr. Matin was based on corporate funding, and the achievement of strategic objectives that are designed to drive improved performance for the Company. For Messrs. Zipper and Flynn, funding was based on the financial performance of their respective business segments, and the achievement of their strategic objectives | | ● | The additional benefit provides participants with a guaranteed total annual retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the “Applicable Percentage”) of average compensation, defined as base salary and annual incentive, over the executive’s highest three consecutive years. This amount is reduced by the retirement benefits under the Qualified Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for Mr. Rinck is 50%. |
| The 2005 SERP provides a lifetime annual benefit determined by multiplying the executive’s average compensation over the highest three consecutive years times a service factor, which is the sum of years of service up to 20 years times 2%, plus years of service in excess of 20 times 1%, to a maximum of 35 years total. The 2005 SERP provides a reduced early retirement benefit for participants calculated in the same manner as the 1989 SERP. The participant may elect to receive his or her benefit in the form of a joint and survivor benefit on an actuarial equivalent basis. All other terms of the 2005 SERP are substantially the same as the 1989 SERP. | | | | | | 56 | | | The Company announced a cessation of accruals and freeze of participation in the US Supplemental Executive Retirement Plan, effective June 30, 2013. | | | The John Wiley & Sons
Limited Retirement
Benefits Scheme (UK
Qualified Plan) | The Company sponsors an approved defined benefit scheme to provide benefits to UK based employees of the Company. The Scheme provides benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Members have a right to take benefits at Normal Retirement Date (age 65), or earlier subject to conditions as have been notified to them. | | | | The basic rate of accrual under the Scheme is 1/60th of Final Pensionable Salary for each year and complete month of Pensionable Service. Different rates of accrual are provided for certain members as advised separately to them. | | | | Early retirement is possible, subject to Company/Scheme Trustees consent, from age 55. A reduction factor, unless otherwise agreed with the Scheme member concerned under separate notification, is applied for each year (and complete month) benefits are taken prior to Normal Retirement Date. Reduction factors are determined by the Scheme Trustees in conjunction with advice from the Scheme Actuary, and are subject to regular review. | | | | In Fiscal 2015, the Company announced its desire to cease accruals based on service under the UK Qualified Plan. Following a period of consultation with Plan participants, service-related accruals under the Plan were frozen, effective April 30, 2015.2023 Proxy Statement |
Nonqualified Deferred
Compensation
(NQDC) Table: | Name
(a) | | Executive
Contributions
in Last FY
($)
(b) | | Registrant
Contributions
in Last FY
($)
(c) | | Aggregate
Earnings
in Last FY
($)
(d) | | Aggregate
Withdrawals/
Distributions
($)
(e) | | Aggregate
Balance
at Last FYE
($)
(f) | | | | Mark J. Allin | | 0 | | 61,880 | | 1,067 | | 0 | | 84,421 | | | | John A. Kritzmacher | | 0 | | 49,222 | | 7,498 | | 0 | | 151,169 | | | | Gary Rinck | | 248,307 | | 32,041 | | 351,602 | | 0 | | 3,239,450 | | | | John W. Semel | | 0 | | 26,265 | | 221 | | 0 | | 71,496 | | | | Jeffrey L. Sugerman | | 0 | | 18,064 | | 129 | | 0 | | 43,846 | |
| Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 1.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the Savings Plan, the Company also makes Basic Retirement Contributions, and may make Discretionary Contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan. |
Executive Compensation | Participants designate one or more investment funds which are used to measure the income credited to their account. Although not required to do so, the Company has elected to invest the funds deferred under the plan substantially as directed by the participants. The funds currently available under the NQDC Plan and their returns for the last fiscal year are shown below: | | | | Deferred Compensation Funds | | Rate of Return for 1 year
ending 04/30/2017 | | Goldman Sachs VIT Government Money Market | | 0.37% | | | Fidelity VIP Investment Grade Bond Svc | | 2.59% | | | MFS VIT Value | | 14.23% | | | Fidelity VIP Index 500 | | 17.81% | | | American Funds IS Growth 2 | | 23.22% | | | Nationwide VIT Mid Cap Index I | | 19.96% | | | DFA VA US Targeted Value | | 21.58% | | | Vanguard VIF Small Company Growth | | 26.39% | | | MFS VIT II International Value | | 11.83% | | | MFS VIT II International Growth | | 12.79% | | | Northwestern Mutual Life Insurance | | 5.26% | | | | | Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are available in a lump sum or annual installments over up to 15 years.
Amounts in column (b) are included in columns (c) and (g) on the Summary Compensation Table.
|
| | | | | | | | | | | | | | | | | Payments Upon | Mark J. Allin | | Termination
and Change of
Control Tables: | Executive Benefits and
Payments Upon Termination | | Retirement | | Resignation
without
Good Reason | | Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) | | Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC) | | | | Compensation: | | | | | | | | | | | | | | | | Severance – Base Salary | | $ | 0 | | $ | 0 | | $ | 1,560,000 | | $ | 1,560,000 | | | | Severance – Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,872,000 | | | | Prorated Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 936,000 | | | | ELTIP – Restricted Performance Share Units | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 2,498,771 | | | | Restricted Stock (Performance Shares Earned but Not Vested)(1) | | $ | 163,370 | | $ | 163,370 | | $ | 163,370 | | $ | 163,370 | | | | Restricted Stock (Time based) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,159,519 | | | | Stock Options(2) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 100,066 | | | | Benefits(3) | | $ | 0 | | $ | 0 | | $ | 59,057 | | $ | 59,057 | | | | SERP(4) | | $ | 989,791 | | $ | 989,791 | | $ | 989,791 | | $ | 2,015,436 | | | | Excess Plan(4) | | | N/A | | | N/A | | | N/A | | | N/A | | | | Qualified Plan(4) | | $ | 1,234,817 | | $ | 1,234,817 | | $ | 1,234,817 | | $ | 1,234,817 | | | | NQDC(5) | | $ | 84,421 | | $ | 84,421 | | $ | 84,421 | | $ | 84,421 | | | | Total: | | $ | 2,472,399 | | $ | 2,472,399 | | $ | 4,091,456 | | $ | 11,683,456 | |
6Non-qualified deferred compensation earnings representing the market fluctuation on account balances based on the investment funds 7All Other Compensation consists of the following in fiscal year 2023: ■Employer contributions to the Company 401(k) Plan and NQDC Plan for Mr. Napack, Ms. Van Tassell, and Messrs. Matin, Zipper, and Flynn, are valued at $109.5K, $60.4K, $62.1K, $33.6K, and $44.2K, respectively ■Perquisites (financial planning, health club membership fees, parking benefits) for Mr. Napack, Ms. Van Tassell, and Messrs. Matin, Zipper and Flynn, valued at $19.7K, $18.1K, $17.5K, $10.5K, and $17.5K, respectively ■Charitable donations pursuant to the Company’s Matching Gift Program paid to charities on behalf of Mr. Napack and Ms. Van Tassell in the amounts of $250 and $6.0K, respectively 8 For Ms. Van Tassell, compensation amounts are reported only for fiscal years 2023 and 2022 as she joined the Company effective as of November 22, 2021 and began serving as a named executive officer in 2022. 9 For Mr. Flynn, compensation amounts are reported only for fiscal year 2023 as this is his first year serving as a named executive officer of the Company. | (1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. | | | | | | | | 2023 Proxy Statement | | 57 |
Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock Units (3) | Grant Date Fair Value of Stock and Option Awards ($000s)(4) | | Executive | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | Brian A. | 6/20/2022 | $709 | $1,418 | $4,253 | | — | — | — | — | — | | Napack | 6/22/2022 | — | — | — | | 5,916 | 11,832 | 23,664 | — | $544.2 | | CEO | 6/22/2022 | — | — | — | | — | — | — | 31,084 | $1,429.6 | | 6/22/2022 | — | — | — | | 7,771 | 15,542 | 31,084 | — | $714.8 | | Christina | 06/20/2022 | $325 | $650 | $1,950 | | — | — | — | — | — | | Van Tassell | 06/22/2022 | — | — | — | | 2,393 | 4,786 | 9,572 | — | $220.1 | | CFO | 06/22/2022 | — | — | — | | — | — | — | 10,634 | $489.1 | | 06/22/2022 | — | — | — | | 2,659 | 5,317 | 10,634 | — | $244.5 | | Aref Matin | 6/20/2022 | $230 | $460 | $1,380 | | — | — | — | — | — | | CTO | 6/22/2022 | — | — | — | | 1,890 | 3,780 | 7,560 | — | $173.8 | | 6/22/2022 | — | — | — | | — | — | — | 9,407 | $432.6 | | 6/22/2022 | — | — | — | | 2,352 | 4,703 | 9,406 | — | $216.3 | | Todd R. | 6/20/2022 | $213 | $425 | $1,275 | | — | — | — | — | — | | Zipper | 6/22/2022 | — | — | — | | 1,746 | 3,492 | 6,984 | — | $160.6 | | GM, Talent | 6/22/2022 | — | — | — | | — | — | — | 8,691 | $399.7 | | 6/22/2022 | — | — | — | | 2,173 | 4,345 | 8,690 | — | $199.8 | | James J. | 6/20/2022 | $230 | $460 | $1,380 | | — | — | — | — | — | | Flynn II | 6/22/2022 | — | — | — | | 625 | 1,249 | 2,498 | — | $57.4 | | GM, Research | 6/22/2022 | — | — | — | | — | — | — | 6,227 | $286.4 | | 6/22/2022 | — | — | — | | 1,557 | 3,113 | 6,226 | — | $143.2 |
1Represents the annual incentives for fiscal year 2023 that are based on achievement of financial goals and strategic objectives. Targets and relative weighting of revenue and adjusted operating income, as well as the threshold, target and outstanding levels of performance were approved by the Compensation Committee for the fiscal year. Strategic objectives, including business segment results for business segment leaders, are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for fiscal year 2023 are indicated the Summary Compensation Table. 2For fiscal year 2023, NEOs received 60% of their targeted long-term incentive in the form of PSUs under the ELTIP, with payout based on the average attainment of annual results for three years. The values in these columns represent one-third of the PSU awards granted for the fiscal year 2022-24 cycle and one-third of the PSU awards granted for the fiscal year 2023-25 cycle, pursuant to the 2014 Key Employee Stock Plan. Financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance were approved by the Compensation Committee for the second year of the FY22 PSUs and the first year of the FY23 PSUs. Corporate EBITDA and corporate revenue were the performance measures used, equally weighted. No long-term incentive is payable unless the threshold performance level is reached for one of the performance measures. Earned performance share units for the FY23 PSU cycle vest 100% on June 30, 2025. Dividend equivalents are not paid during the performance period. 3For fiscal year 2023, NEOs received 40% of their targeted long-term incentive in the form of RSUs under the ELTIP, pursuant to the 2014 Key Employee Stock Plan. RSUs vest 25% per year over four years, on April 30, beginning one year following | (2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70). | | | | | | | | 58 | | 2023 Proxy Statement |
grant. For Messrs. Napack and Mr. Matin, dividend equivalents are paid on RSU awards made under the 2014 Key Employee Stock Plan, until the shares vest. 4The grant date fair value of the PSUs, RSUs and stock options is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the PSUs and RSUs is based on a $45.99 stock price. The fair value disclosed in this column for the PSUs represents the total fair value of those awards at the target level. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, “Compensation – Stock Compensation”.
| (3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | | | | | | | | 2023 Proxy Statement | | 59 |
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of May 1, 2023 . | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name |
Number of Securities Underlying Unexercised Vested Options (#) |
Number of Securities Underlying Unexercised Unvested Options (#) | Option Exercise Price ($)(a) | Option Expiration Date(b) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights that have not Vested ($000s)(c) | | Brian A. Napack | 6,000 | 14,000 | $63.07 | 6/23/2031 | 8,425(1) | $321.9 | 11,832 | $452.1(5) | | CEO | — | — | — | — | 60,637(2) | $2,316.9 | 15,542 | $593.9(6) | | — | — | — | — | 11,833(3) | $452.1 | — | — | | — | — | — | — | 23,313(4) | $890.8 | — | — | | Christina Van Tassell | 6,000 | 14,000 | $63.07 | 11/22/2031 | 4,786(3) | $182.9 | 4,786 | $182.9(5) | | CFO | — | — | — | — | 7,976(4) | $304.8 | 5,317 | $203.2(6) | | — | — | — | — | 11,964(7) | $457.1 | — | — | | Aref Matin | 6,000 | 14,000 | $63.07 | 6/23/2031 | 1,908(1) | $72.9 | 3,780 | $144.4(5) | | CTO | — | — | — | — | 13,733(2) | $524.7 | 4,703 | $179.7(6) | | — | — | — | — | 3,780(3) | $144.4 | — | — | | — | — | — | — | 7,056(4) | $269.6 | — | — | | — | — | — | — | 9,811(8) | $374.9 | — | — | | Todd Zipper | 6,000 | 14,000 | $63.07 | 6/23/2031 | 2,633(1) | $100.6 | 3,492 | $133.4(5) | | GM, WES | — | — | — | — | 18,395(2) | $702.9 | 4,345 | $166.0(6) | | — | — | — | — | 3,492(3) | $133.4 | — | — | | — | — | — | — | 6,519(4) | $249.1 | — | — | | James J. Flynn II | 6,000 | 14,000 | $63.07 | 9/27/2031 | 932(1) | $35.6 | 1,249 | $47.7(5) | | GM, Research | 1,300 | — | $59.70 | 6/23/2024 | 6,617(2) | $252.8 | 3,113 | $118.9(6) | | 743 | — | $55.99 | 6/23/2025 | 1,249(3) | $47.7 | — | — | | — | — | — | — | 4,671(4) | $178.5 | — | — |
aThe exercise price of stock options granted in fiscal year 2022 was set at a price 10% (or 14% for Ms. Van Tassell) above the fair market value of the stock on the date of grant bStock options have a term of 10 years. Stock options continue to vest and can be exercised for a period following retirement, but no later than the expiration of the option cBased on the May 1, 2023 closing market price of common stock of $38.21 1Remaining 25% of RSUs granted in fiscal year 2021 vest on April 30, 2024 2Earned PSUs granted in fiscal year 2021 vested 100% on June 30, 2023 3Remaining 50% of RSUs granted in fiscal year 2022 vest 25% on April 30, 2024 and 25% on April 30, 2025 4Remaining 75% of RSUs granted in fiscal year 2023 vest 25% on April 30, 2024, 25% on April 30, 2025 and 25% on April 30, 2026 | (4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: |
| UK Qualified: | | $70,346 / year as a life annuity | | | | | 60 | Excess: | | N/A / year as a life annuity | | | SERP: | | $60,494 / year as a life annuity | | | | | | | 2023 Proxy Statement |
5Second third of PSUs granted in fiscal year 2022, if earned, will vest 100% on June 30, 2024 6First third of PSUs granted in fiscal year 2023, if earned, will vest 100% on June 30, 2025 7Remaining half of sign-on RSUs granted in fiscal year 2022 will vest on November 22, 2023 8Remaining one-third of sign-on RSUs granted in fiscal year 2019 vested on May 21, 2023
Option Exercises and Stock Vested | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Executive | Number of Shares Acquired on Exercise (#) | Value
Realized on
Exercise ($000s) | | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($000s)2 | | Brian A. Napack (CEO) | — | — | | 65,284 | $2,837.9 | | Christina Van Tassell (CFO) | — | — | | 17,015 | $761.4 | | Aref Matin (CTO) | — | — | | 26,252 | $1,212.7 | | Todd R. Zipper (GM, Talent) | — | — | | 6,550 | $250.3 | | James J. Flynn II (GM, Research) | — | — | | 17,884 | $764.0 |
1 Includes: ■The PSUs earned for the fiscal year 2020-22 performance cycle (Messrs. Napack, Matin and Flynn) ■The last quarter of the RSUs granted in fiscal year 2020 (Messrs. Napack, Matin and Flynn) ■The third quarter of the RSUs granted in fiscal year 2021 (Messrs. Napack, Matin, Zipper and Flynn) ■The second quarter of the RSUs granted in fiscal year 2022 (Messrs. Napack, Matin, Zipper, Flynn, and Ms. Van Tassell) ■The first quarter of the RSUs granted in fiscal year 2023 (Messrs. Napack, Matin, Zipper, Flynn. and Ms. Van Tassell) ■For Mr. Matin, the second third of the sign-on RSUs granted in fiscal year 2019 ■For Mr. Flynn, the supplemental RSUs granted in fiscal year 2020 ■For Ms. Van Tassell, the first half of the sign-on RSUs granted in fiscal year 2022 2The value realized on the vesting of earned PSUs and RSUs represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A Common Stock on the dates of vesting.
| (5) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. | | | | | | | | 2023 Proxy Statement | | 61 |
| | Executive Benefits and
Payments Upon Termination | | Retirement | | Resignation
without
Good Reason | | Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) | | Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC) | | | | Compensation: | | | | | | | | | | | | | | | | Severance – Base Salary | | $ | 0 | | $ | 0 | | $ | 665,000 | | $ | 1,330,000 | | | | Severance – Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,263,500 | | | | Prorated Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 631,750 | | | | ELTIP – Restricted Performance Share Units | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,228,964 | | | | Restricted Stock (Performance Shares Earned but Not Vested) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 281,682 | | | | Restricted Stock (Time based) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 1,025,478 | | | | Stock Options(1) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 395,100 | | | | Benefits(2) | | $ | 0 | | $ | 0 | | $ | 30,124 | | $ | 60,248 | | | | SERP(3) | | | N/A | | | N/A | | | N/A | | | N/A | | | | Excess Plan(3) | | | N/A | | | N/A | | | N/A | | | N/A | | | | Qualified Plan(3) | | | N/A | | | N/A | | | N/A | | | N/A | | | | NQDC(4) | | $ | 151,169 | | $ | 151,169 | | $ | 151,169 | | $ | 151,169 | | | | Total: | | $ | 151,169 | | $ | 151,169 | | $ | 846,293 | | $ | 6,367,890 | |
Non-Qualified Deferred Compensation | | | | | | | | | | | | | | | | | | | All data in ($000s) | | | | | | | Executive | Executive Contributions in Fiscal Year 2023 ($) | Registrant Contributions in Fiscal Year 2023 ($) | Aggregate Earnings in Fiscal Year 2023 ($) | Aggregate Withdrawals/ Distributions Fiscal Year 2023 ($) | Aggregate Balance at 2023 Fiscal Year End ($) | | Brian A. Napack (CEO) | $21.3 | $96.2 | $11.3 | — | $506.8 | | Christina Van Tassell (CFO) | $42.0 | $46.2 | $2.9 | — | $76.1 | | Aref Matin (CTO) | $469.0 | $49.0 | $92.8 | — | $3,099.4 | | Todd R. Zipper (GM, WES) | — | $20.5 | $74.0 | — | $1,880.1 | | James J. Flynn II (GM, Research) | $57.9 | $29.9 | $17.3 | — | $49.6 |
Participants in the Company’s the NQDC Plan may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the 401(k) Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 4.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the 401(k) Plan, the Company may make discretionary contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan. Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election and NQDC Plan rules. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are available in a lump sum or annual installments over up to 15 years. Amounts included in the Executive Contributions in Fiscal Year 2023 ($) are included in the Summary Compensation table Salary and Non-Equity Incentive Compensation columns. Amounts included in the Aggregate Earnings in Fiscal Year 2023 ($) are included in the Summary Compensation table Change in Pension Value and Non-Qualified Deferred Compensation Earnings column. The Company has selected various mutual funds and a fixed rate fund that executives can choose to enroll. Mutual fund selections may be changed at any time and these fund lineups rates of return are calculated based on the applicable Morningstar rates of return. The fixed rate fund can be selected by executives on an annual basis and the rate of return is chosen at the discretion of Wiley.
Potential Payments upon Termination or Change in Control The following tables present the estimated payments and benefits that would have been payable as of the end of fiscal year 2023 to each NEO in the event of: ■voluntary termination of employment ■involuntary termination of employment without cause, or constructive discharge (absent a change in control) | (1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70). | | | | | | | | 62 | | 2023 Proxy Statement |
■involuntary termination of employment without cause, or constructive discharge (following a change in control) ■termination of employment due to death or permanent disability Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s termination of employment was on April 30, 2023, the last day of fiscal year 2023, using the closing price of our Common Stock on May 1, 2023 ($38.21 per share). | | | | | | | | | | | | | | | | Brian A. Napack | | All data in ($000s) | | | | | |
Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) |
Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $1,890.0 | $1,890.0 | — | | Severance – Annual Incentive | — | — | $2,835.0 | — | | Target Annual Incentive | — | $1,417.5 | $1,417.5 | $1,417.5 | | ELTIP – Restricted Performance Share Units | — | $1,498.1 | $3,138.0 | $1,498.1 | | Performance Share Units Earned but Not Vested | — | $2,316.9 | $2,316.9 | $2,316.9 | | Restricted Share Units (Time based) | — | — | $1,664.8 | $1,664.8 | | Stock Options | — | — | — | — | | Benefits | — | $83.3 | $83.3 | — | | Non-Qualified Deferred Compensation | $506.8 | $506.8 | $506.8 | $506.8 | | Total | $506.8 | $7,712.6 | $13,852.3 | $7,404.1 |
| | | | | | | | | | | | | | | | Christina Van Tassell | | All data in ($000s) | | | | | |
Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) |
Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $650.0 | $975.0 | — | | Severance – Annual Incentive | — | — | $975.0 | — | | Target Annual Incentive | — | $650.0 | $650.0 | $650.0 | | ELTIP – Restricted Performance Share Units | — | $568.9 | $1,158.1 | $568.9 | | Performance Share Units Earned but Not Vested | — | — | — | — | | Restricted Share Units (Time based) | — | $457.1 | $944.8 | $944.8 | | Stock Options | — | — | — | — | | Benefits | — | $35.0 | $41.8 | — | | Non-Qualified Deferred Compensation | $76.1 | $76.1 | $76.1 | $76.1 | | Total | $76.1 | $2,437.1 | $4,820.9 | $2,239.8 |
| (2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | | | | | | | | 2023 Proxy Statement | | 63 |
| | | | | | | | | | | | | | | | Aref Matin | | All data in ($000s) | | | | | |
Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) |
Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $460.0 | $690.0 | — | | Severance – Annual Incentive | — | — | $690.0 | — | | Target Annual Incentive | — | $460.0 | $460.0 | $460.0 | | ELTIP – Restricted Performance Share Units | — | $468.6 | $972.4 | $468.6 | | Performance Share Units Earned but Not Vested | — | $524.7 | $524.7 | $524.7 | | Restricted Share Units (Time based) | — | $374.9 | $861.8 | $861.8 | | Stock Options | — | — | — | — | | Benefits | — | $37.5 | $45.6 | — | | Non-Qualified Deferred Compensation | $3,099.4 | $3,099.4 | $3,099.4 | $3,099.4 | | Total | $3,099.4 | $5,425.0 | $7,343.8 | $5,414.5 |
| | | | | | | | | | | | | | | | Todd R. Zipper | | All data in ($000s) | | | | | |
Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) |
Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $425.0 | $637.5 | — | | Severance – Annual Incentive | — | — | $637.5 | — | | Target Annual Incentive | — | $425.0 | $425.0 | $425.0 | | ELTIP – Restricted Performance Share Units | — | $432.9 | $898.5 | $432.9 | | Performance Share Units Earned but Not Vested | — | $702.9 | $702.9 | $702.9 | | Restricted Share Units (Time based) | — | — | $483.1 | $483.1 | | Stock Options | — | — | — | — | | Benefits | — | $21.2 | $21.2 | — | | Non-Qualified Deferred Compensation | $1,880.1 | $1,880.1 | $1,880.1 | $1,880.1 | | Total | $1,880.1 | $3,887.1 | $5,685.8 | $3,924.0 |
| (3) | Mr. Kritzmacher is not eligible for any DB benefits (Qualified, Excess and SERP) because he was hired in June 2013 and had not completed one year of service as of the plans’ June 30, 2013 freeze date. | | | | | | | | 64 | | 2023 Proxy Statement |
| | | | | | | | | | | | | | | | James J. Flynn II | | All data in ($000s) | | | | | |
Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) |
Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $460.0 | $690.0 | — | | Severance – Annual Incentive | — | — | $690.0 | — | | Target Annual Incentive | — | $460.0 | $460.0 | $460.0 | | ELTIP – Restricted Performance Share Units | — | $214.4 | $500.1 | $214.4 | | Performance Share Units Earned but Not Vested | — | $252.8 | $252.8 | $252.8 | | Restricted Share Units (Time based) | — | — | $261.8 | $261.8 | | Stock Options | — | — | — | — | | Benefits | — | $23.6 | $24.8 | — | | Non-Qualified Deferred Compensation | $496.2 | $496.2 | $496.2 | $496.2 | | Total | $496.2 | $1,907.0 | $3,375.7 | $1,685.2 |
The amounts reported in these tables are estimated amounts based on current compensation levels, the terms of the Executive Severance Plan, Actual payments and benefits will depend on the circumstances and timing of any termination of employment or other triggering event. The tables do not include base salary and stock awards earned based on employment through April 30, 2023. All of the payments and benefits described would be contingent upon the NEO signing a release and waiver; and securing restrictive covenants such as non-compete and non-solicitation. As illustrated in the tables above, the NEOs are covered by the Executive Severance Policy which provides for the following: In the event of involuntary termination of employment without cause, or constructive discharge, absent a change in control: ■Severance – base salary: Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 12 months ■Annual Incentive: If NEO is active for nine months of the fiscal year, prorated incentive payable based on actual performance ■Performance Share Units: Prorated participation, payable at the end of the cycles once performance has been determined and approved ■Restricted Share Units: Accelerated vesting of sign-on RSUs grants for Ms. Van Tassell and Mr. Matin ■Stock Options: Vested stock options may be exercised for up to 90 days ■Company-paid health insurance: Matches the NEO's respective severance period, but not to exceed 18 months | (4) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
| | Executive Benefits and
Payments Upon Termination | | Retirement | | Resignation
without
Good Reason | | Dismissal
without Cause
or Resignation
for Good
Reason
(absent CoC) | | Dismissal
without Cause
or Resignation
for Good
Reason
(following CoC) | | | | Compensation: | | | | | | | | | | | | | | | | Severance – Base Salary | | $ | 0 | | $ | 0 | | $ | 825,000 | | $ | 1,100,000 | | | | Severance – Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 825,000 | | | | Prorated Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 412,500 | | | | ELTIP – Restricted Performance Share Units | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 571,268 | | | | Restricted Stock (Performance Shares Earned but Not Vested)(1) | | $ | 177,494 | | $ | 177,494 | | $ | 177,494 | | $ | 177,494 | | | | Restricted Stock (Time based) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 370,086 | | | | Stock Options(2) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 94,166 | | | | Benefits(3) | | $ | 0 | | $ | 0 | | $ | 25,457 | | $ | 33,943 | | | | SERP(4) | | $ | 3,174,638 | | $ | 3,174,638 | | $ | 3,174,638 | | $ | 3,201,489 | | | | Excess Plan(4) | | $ | 950,145 | | $ | 950,145 | | $ | 950,145 | | $ | 950,145 | | | | Qualified Plan(4) | | $ | 355,387 | | $ | 355,387 | | $ | 355,387 | | $ | 355,387 | | | | NQDC(5) | | $ | 3,239,450 | | $ | 3,239,450 | | $ | 3,239,450 | | $ | 3,239,450 | | | | Total: | | $ | 7,897,114 | | $ | 7,897,114 | | $ | 8,747,571 | | $ | 11,330,927 | |
| (1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. |
| (2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70). |
| (3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
| (4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: |
| | | | 2023 Proxy Statement | | Qualified: | $26,396 / year as a life annuity | | | Excess: | $70,571 / year as a life annuity | | | SERP: | $365,586 / year as a 10 year certain |
| (5) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
| | Executive Benefits and
Payments Upon Termination | | Retirement | | Resignation
without
Good Reason | | Dismissal
without Cause or Resignation
for Good
Reason
(absent CoC) | | Dismissal
without Cause or Resignation
for Good
Reason
(following CoC) | | | | Compensation: | | | | | | | | | | | | | | | | Severance – Base Salary | | $ | 0 | | $ | 0 | | $ | 455,000 | | $ | 682,500 | | | | Severance – Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | | 0. | | | | Prorated Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | | | ELTIP – Restricted Performance Share Units | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 504,339 | | | | Restricted Stock (Performance Shares Earned but Not Vested) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 70,460 | | | | Restricted Stock (Time based) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 284,844 | | | | Stock Options(1) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 37,535 | | | | Benefits(2) | | $ | 0 | | $ | 0 | | $ | 24,385 | | $ | 36,578 | | | | SERP(3) | | | N/A | | | N/A | | | N/A | | | N/A | | | | Excess Plan(3) | | $ | 79,427 | | $ | 79,427 | | $ | 79,427 | | $ | 79,427 | | | | Qualified Plan(3) | | $ | 67,201 | | $ | 67,201 | | $ | 67,201 | | $ | 67,201 | | | | NQDC(4) | | $ | 71,496 | | $ | 71,496 | | $ | 71,496 | | $ | 71,496 | | | | Total: | | $ | 218,124 | | $ | 218,124 | | $ | 697,509 | | $ | 1,834,379 | |
| (1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70). | | | | | (2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. | | | | | (3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: | | | | | | Qualified: | $13,156 / year as a life annuity | | | Excess: | $15,550 / year as a life annuity | | | SERP: | N/A / year as a life annuity | | | | | | (4) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
| | Executive Benefits and
Payments Upon Termination | | Retirement | | Resignation
without
Good Reason | | Dismissal
without Cause or Resignation
for Good
Reason
(absent CoC) | | Dismissal
without Cause or Resignation
for Good
Reason
(following CoC) | | | | Compensation: | | | | | | | | | | | | | | | | Severance – Base Salary | | $ | 0 | | $ | 0 | | $ | 475,000 | | $ | 570,000 | | | | Severance – Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | | | Prorated Annual Incentive | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 0 | | | | ELTIP – Restricted Performance Share Units | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 285,634 | | | | Restricted Stock (Performance Shares Earned but Not Vested)(1) | | $ | 53,543 | | $ | 53,543 | | $ | 53,543 | | $ | 53,543 | | | | Restricted Stock (Time based) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 174,964 | | | | Stock Options(2) | | $ | 0 | | $ | 0 | | $ | 0 | | $ | 28,974 | | | | Benefits(3) | | $ | 0 | | $ | 0 | | $ | 22,819 | | $ | 27,383 | | | | SERP(4) | | | N/A | | | N/A | | | N/A | | | N/A | | | | Excess Plan(4) | | $ | 31,729 | | $ | 31,729 | | $ | 31,729 | | $ | 31,729 | | | | Qualified Plan(4) | | $ | 17,267 | | $ | 17,267 | | $ | 17,267 | | $ | 17,267 | | | | NQDC(5) | | $ | 43,846 | | $ | 43,846 | | $ | 43,846 | | $ | 43,846 | | | | Total: | | $ | 146,385 | | $ | 146,385 | | $ | 644,204 | | $ | 1,233,340 | |
| (1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. | | | | | (2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 28, 2017 closing stock price ($52.70). | | | | | (3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
Executive Compensation | | | | (4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2017), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: | | | | | | Qualified: | $1,163 / year as a life annuity | | | Excess: | $2,137 / year as a life annuity | | | SERP: | N/A / year as a life annuity | | | | | (5) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
| The preceding tables—Potential Payments upon Termination or Change of Control—show the payments and benefits our named executives would receive in connection with a variety of employment termination scenarios and upon a change of control. For the named executive officers, the information assumes the terminations and change of control occurred on April 30, 2017. All of the payments and benefits described below would be provided by the Company or its affiliates. | | | | The tables do not include amounts such as base salary, annual incentives and stock awards the named executive officers earned due to employment through April 30, 2017. | | | | Under the 2009 and 2014 Key Employee Stock Plans, the Compensation Committee may elect to accelerate the vesting of performance stock which has been earned, but not vested, for a retiring executive. Payout for current cycles will be made in shares following the end of the performance cycle. | | | | The named officers and certain other executives are covered by employment agreements or the Executive Severance Policy which provide for the following in the event of a “without cause termination” or “constructive discharge” without a change in control: |
| ● Severance—base salary: Mr. Allin—24 months; Mr. Rinck—18 months; Mr. Sugerman—15 months; Messrs. Kritzmacher and Semel—12 months. | | | | ●Performance Share Units—accelerated vesting of all earned Performance Share Units for completed cycles. | | | | ● Company-paid health and welfare benefits, for their respective severance periods: | | | | ● Relocation of household goods back to UK for Mr. Allin. |
| The named officers and certain other executives are covered by employment agreements which provide for the following, in the event of a “without cause termination” or “constructive discharge” following a change in control, as defined:
● Severance—base salary: Messrs. Allin, Kritzmacher and Rinck— 24 months, Messrs. Semel and Sugerman— 18 months.
● Severance—annual target incentive—Messrs. Allin, Kritzmacher and Rinck— 2 years, Messrs. Semel and Sugerman— 1½ years.
● Company-paid health and welfare benefits--Messrs. Allin, Kritzmacher and Rinck — 24 months, Messrs. Semel and Sugerman— 18 months.
● Messrs. Allin and Rinck – a lump-sum payment under the 1989 or 2005 SERP, equal to the present value of the benefit to which the participant would have been entitled if he/she had attained age 65 and retired on the date of such termination of employment.
● Mr. Rinck — a lump-sum payment of the accrued benefit under the Excess Plan.
● Messrs. Allin, Kritzmacher, Rinck, Semel and Sugerman — immediate payment of the current balance of the NQDC Plan.
|
| Upon a “change in control,” as defined, under the 2009 and 2014 Key Employee Stock Plans: |
| ● Double-trigger vesting of equity will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity. |
| ● There are no excise tax “gross-ups”. |
■Non-Qualified Deferred Compensation: Paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file and age as of termination of employment | | “Change of Control” shall mean an event which shall occur if there is: |
| (i) | a change in the ownership of the Company; |
| (ii) | a change in the effective control of the Company; or |
| (iii) | a change in the ownership of a substantial portion of the assets of the Company. |
In the event of involuntary termination of employment without cause, or constructive discharge, following a change in control: ■Severance - base salary:Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 18 months ■Severance - annual target incentive: Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 18 months ■Annual Incentive:Prorated target incentive ■Performance Share Units: Accelerated vesting of awards at the target level ■Restricted Share Units: Accelerated vesting of awards ■Stock Options:Accelerated vesting of awards which may be exercised for up to 90 days ■Company-paid health insurance:18 months ■Non-Qualified Deferred Compensation:Payment of the current balance seven months after termination of employment Upon a change in control as defined under the 2022 Omnibus Stock Plan and Long-Term Incentive Plan: ■Double-trigger vesting of equity will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity ■There are no excise tax “gross-ups” A change in control shall mean an event if there is: ■a change in the ownership of the Company; ■a change in the effective control of the Company; or ■a change in the ownership of a substantial portion of the assets of the Company For purposes of this definition, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. | | A change in the effective control occurs on the date on which either: |
A change in the effective control occurs on the date in which either: ■a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v) (B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or; ■a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder. | (i) | a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or | | | | | | | | 66 | | 2023 Proxy Statement |
| (ii) | a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder. |
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. The determination as to the occurrence of a Change of Controlchange in control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder. | | DIRECTOR COMPENSATION | | | | | | Directors’ Compensation Fiscal 2017 | | | | | | Our non-employee directors received an annual cash retainer of $100,000 and committee chairs of the Audit, Governance, and Compensation Committees received an additional annual retainer of $15,000. No fees are paid for attendance at meetings. No non-employee director receives any other compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. In Fiscal 2017, directors who are employees did not receive an annual retainer for Board service.
In Fiscal 2017, Mr. Kissner received a Chairman Fee of $185,000, split 65% in cash and 35% in stock, in addition to an annual Director Fee of $100,000 and Director Grant equal to a value of $100,000. Pursuant to the 2014 Director Stock Plan, each of our non-employee directors received an annual award of Class A Common Stock equal to $100,000, with the amount of shares granted based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the New York Stock Exchange on September 22, 2016. During Fiscal 2017 the Company awarded a total of 22,855 Class A Common Shares to the non-employee directors, including which includes 1,937 shares issued to Mr. Plummer in lieu of his cash Director’s fees under the Directors’ Deferred Stock Plan. All of our Directors, except Messrs. Pesce, Pence, and Dobson, defer their receipt of the shares and receive them as share equivalents under the Deferred Compensation Plan for Director as described in the following paragraph.
The Company established a Deferred Compensation Plan for Directors (the “Deferred Plan”), Amended and Restated as of January 1, 2009. Non-employee directors are eligible to participate, and may defer all or a portion of their annual cash retainer fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award.
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As summarized in the tables above, the NEOs would receive the following in the event of termination of employment due to death or permanent disability:
| | In Fiscal 2017, seven of our ten non-employee directors participated in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. One of our current Directors defers receipt of his cash retainer in an interest bearing account. Retainers deferred in the form of Class A Common Stock receive dividend equivalent units based on the closing price of the Class A Common Stock on the distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, either in a lump sum or in the form of annual installments disbursed on January 15th of each year following the retirement.
Our active directors and their spouses are eligible to participate in the Company’s Matching Gift Program. The Company will match on a one-to-one basis up to a maximum contribution of $15,000 per calendar year, with no organization limit.
Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service.
The table below indicates the total cash compensation received by each non-employee director and Mr. Jesse C. Wiley during Fiscal 2017.
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| | | FY 2017 Director Compensation | | | | Name | | Cash Fee | | Chair Fee | | Stock Awards(2) | | All Other Compensation | | Total | | | Mari Jean Baker(3)(5) | | $100,000 | | $15,000 | | $100,000 | | $27,271.60 | | $242,272 | | | George Bell(3)(5) | | $100,000 | | $15,000 | | $100,000 | | $8,620.38 | | $223,620 | | | David Dobson(6) | | $50,000 | | | | $50,000 | | | | $100,000 | | | Laurie A. Leshin(3) | | $100,000 | | | | $100,000 | | $3,945.90 | | $203,946 | | | Matthew S. Kissner(1)(3)(5) | | $220,250 | | | | $164,750 | | $41,349.83 | | $426,350 | | | Eduardo Menascé(8) | | | | | | | | $12,917.92 | | $12,918 | | | Raymond W. McDaniel, Jr.(3) | | $100,000 | | $15,000 | | $100,000 | | $48,986.41 | | $263,722 | | | William J. Pesce | | $100,000 | | | | $100,000 | | | | $200,000 | | | William Pence | | $100,000 | | | | $100,000 | | | | $200,000 | | | William B. Plummer(3)(7) | | $100,000 | | | | $100,000 | | $51,952.48 | | $251,952 | | | Kalpana Raina(3) | | $100,000 | | | | $100,000 | | $16,460.56 | | $216,461 | | | Jesse C. Wiley(4) | | | | | | | | $192,366 | | $192,366 | |
■Annual Incentive:Committee has discretion to approve full incentive payable based on actual performance. The tables above show target incentive as of the end of the fiscal year ■Performance Share Units:Prorated participation, payable at the end of the cycles once performance has been determined and approved ■Restricted Share Units:Accelerated vesting of awards ■Stock Options: Accelerated vesting of awards which may be exercised for up to 90 days ■Non-Qualified Deferred Compensation: Paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file and age as of termination of employment
Compensation Committee Report The Compensation Committee of our Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis contained in this Proxy Statement. Based on its review and these discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. The Executive Compensation and Development Committee: George Bell, Chair, Mari J. Baker, and David C. Dobson
CEO Pay Ratio Under Section 953(b) of the Dodd Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of the Company’s CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For fiscal year 2023, the median annual total compensation of all employees of the Company (other than the CEO) was $54,255. Mr. Napack’s annual total compensation for fiscal year 2023 for purposes of the Pay Ratio Disclosure was $4,376,603. Based on this information, for fiscal year 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 81 to 1.
| (1) | Mr. Kissner received additional cash compensation of $120,250 for his services as Chairman of the Board. | | | | | | | | 2023 Proxy Statement | | 67 |
Identification of Median Employee To identify the median employee in relation to the Pay Ratio Disclosure, we used the following methodology: ■Base pay as of April 30, 2023 was our consistently applied compensation measure ■All 8,815 employees as of April 30, 2023 (full-time, part-time and temporary), other than the CEO, in all global locations were included ■Base pay was converted to USD using March 2023 monthly average exchange rates Using this methodology, the median employee was a full-time employee located in the United Kingdom.
Annual Total Compensation For purposes of the Pay Ratio Disclosure, our median employee’s annual total compensation for fiscal year 2023 was calculated using the same methodology we use for our named executive officers, including our CEO, as set forth in the “Summary Compensation Table” on page 56. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.
Pay Versus Performance Disclosure In accordance with Item 402(v) of SEC Regulation S-K, we provide the following disclosure regarding executive compensation from the Summary Compensation Table and adjusted to reflect Compensation Actually Paid ("CAP") for Brian A. Napack, the Company's CEO and principal executive officer ("PEO"), and average of the Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. | | | | | | | | | | | | | | | | | | | | | | | | | | | Year
(a) | Summary Compensation Table Total for PEO1($000) (b) | Compensation Actually Paid to PEO1,2,3 ($000) (c) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($000) (d) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($000) (e) | Value of Initial Fixed $100 Investment based on:4 | Net Income (GAAP) ($ Millions)5 (h) | Adjusted Revenue ($ Millions)6 (i) | TSR ($)
(f) | Peer Group TSR ($)
(g) | | 2023 | $4,376.6 | $1,792.2 | $1,597.7 | $858.2 | $112.7 | $140.1 | $17.2 | $2,080 | | 2022 | $4,948.2 | $3,889.3 | $2,726.6 | $2,279.7 | $143.7 | $148.1 | $148.3 | $2,069 | | 2021 | $7,339.2 | $10,720.7 | $2,706.9 | $3,481.8 | $156.8 | $166.6 | $148.3 | $1,914 |
1Brian A. Napack was our CEO and PEO for each of the three fiscal years presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. | (2) | On September 22, 2016, each of our then sitting non-employee Directors received an annual stock award of 1,995 shares of Class A Common Stock based on the closing price of $50.13. In addition to the Non-employee Director grant, Mr. Kissner received an additional 1,291.5 Class A Common Stock at $50.13 for his service as Chairman of the Board. | | | | | | | | 68 | | 2023 Proxy Statement |
| | | | | | | | | | 2021 | 2022 | 2023 | | John A. Kritzmacher | John A. Kritzmacher | Christina Van Tassell | | Todd R. Zipper | Christina Van Tassell | Aref Matin | | Matthew S. Kissner | Aref Matin | Todd R. Zipper | | Judy K. Verses | Todd R. Zipper | James J. Flynn II | | Matthew H. Leavy | |
2The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and other non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the average of the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | 2022 | | 2021 | | PEO
($000) | Average Non-PEO NEOs
($000) | | PEO
($000) | Average Non-PEO NEOs
($000) | | PEO
($000) | Average Non-PEO NEOs
($000) | | Summary Compensation Table Total | $4,376.6 | $1,597.7 | | $4,948.2 | $2,726.6 | | $7,339.2 | $2,706.9 | Less Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $2,688.5 | $755.9 | | $2,271.4 | $1,138.0 | | $4,039.4 | $1,144.6 | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $1,340.6 | $376.9 | | $1,608.3 | $745.5 | | $4,891.7 | $1,376.5 | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $(1,168.8) | $(347.2) | | $(656.5) | $(135.2) | | $1,692.7 | $327.3 | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $296.9 | $83.5 | | $316.5 | $182.1 | | $479.7 | $145.9 | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | $(364.6) | $(96.9) | | $(55.8) | $9.9 | | $356.7 | $69.7 | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | — | | — | $111.1 | | — | — | | Compensation Actually Paid | $1,792.2 | $858.2 | | $3,889.3 | $2,279.7 | | $10,720.7 | $3,481.8 |
4TSR provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Dow Jones Publishing Index used in the 10-K performance graph pursuant to Item 201(e) of Regulation S-K, for the period from April 30, 2021 to April 30, 2023. Cumulative total return assumes $100 invested on April 30, 2020 and reinvestment of dividends throughout the period. 5Net Income in Fiscal Year 2023: The Company recorded a non-cash goodwill impairment charge of $100 million, or $1.77 per share, for our Education Services and University Services businesses. For the full year, the Company recorded restructuring charges totaling $49 million, or $0.66 per share, related to targeted headcount reductions and real estate consolidation. 6Our Company-selected measure is adjusted revenue, included as a financial measure in both our annual incentive plan and long-term incentive plan. GAAP revenue is adjusted to exclude the effects of foreign exchange rates versus planned rates and contributions from acquisitions made during the year in accordance with the adjustment mechanics approved at the beginning of the performance period. | (3) | The amounts in All Other Compensation include the cash value of dividends accrued under the Deferred Compensation Plan and, in the case of Mr. McDaniel, $17,722 in interest credited to his Deferred Cash Compensation Plan in Fiscal 2017 of which, $5,403 is forfeitable if Mr. McDaniel resigns his position as a Director before December 31, 2017. | | | | | | | | 2023 Proxy Statement | | 69 |
Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Dow Jones Publishing Index TSR, as well as the relationship between CAP and our TSR for the PEO and the average of the Non-PEO NEOs for the applicable reporting year.
Relationship between CAP and Net Income. The graph below illustrates the relationship between CAP and Net Income for the PEO and the average of the Non-PEO NEOs for the applicable reporting year. | (4) | Mr. Jesse Wiley does not receive a retainer for his service on the Board, but in Fiscal 2017 received, as an employee of the Company, an annual base salary of $179,000 and a target annual incentive of $13,366, with payout on the incentive based solely on his role as Manager, Business Development, Client Solutions. | | | | | | | | 70 | | 2023 Proxy Statement |
Relationship between CAP and Adjusted Revenue. The graph below illustrates the relationship between CAP and Adjusted Revenue for the PEO and the average of the Non-PEO NEOs for the applicable reporting year.
Performance Measures Used to Link Company Performance and CAP The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for fiscal year 2023. Each measure below is used for purposes of determining payouts under either our annual incentive plan or vesting of our performance share units. Please see the CD&A for a further description of these measures and how they are used in the Company’s executive compensation program. ■Adjusted Revenue ■Adjusted Operating Income ■Adjusted EBITDA | (5) | The following Directors requested and received a cash donation from the Company to organizations pursuant the Company’s Matching Gift Program, as described above: Ms. Baker - $15,000, Mr. Bell - $2,000, and Mr. Kissner - $5,000. These amounts are included under “All Other Compensation.” | | | | | | | | 2023 Proxy Statement | | 71 |
Ownership of Common Stock Stock Ownership of Officers and Directors The table below shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page 56 and all current directors and executive officers of the Company as a group as of August 1, 2023. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 7. | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares Beneficially Owned by Officers and Directors1 | | | Class A Common Stock | | Class B Common Stock | | | Named Executive Officers and Directors | Shares Beneficially Owned2 | Shares and Share Equivalents Under Deferred Plan4 | Percent of Class3 | | Shares Beneficially Owned2 | Shares and Share Equivalents Under Deferred Plan4 | Percent of Class3 | Percent of Total Voting Power5 | | Mari J. Baker | — | 29,379 | — | | — | — | — | — | | George Bell | — | 26,142 | — | | — | — | — | — | | Beth A. Birnbaum | — | 14,540 | — | | — | — | — | — | | David C. Dobson | 7,952 | 19,451 | * | | — | — | — | * | | James J. Flynn II | 14,183 | — | * | | — | — | — | * | | Brian O. Hemphill | — | 3,996 | — | | — | — | — | — | Laurie A. Leshin6 | — | 21,229 | — | | — | — | — | — | | Aref Matin | 29,936 | — | * | | — | — | — | * | | Raymond W. McDaniel, Jr. | 500 | 47,974 | * | | — | — | — | * | | Brian A. Napack | 183,525 | — | * | | — | — | — | * | | William J. Pesce | 82,132 | — | * | | — | — | — | * | | Inder M. Singh | — | 5,091 | — | | — | — | — | — | | Christina Van Tassell | 9,714 | — | * | | — | — | — | * | | Jesse C. Wiley | — | — | — | | 24,565 | — | * | * | | Todd R. Zipper | 20,722 | — | * | | — | — | — | * | | All directors and executive officers as a group (21 persons) | 412,901 | 167,802 | * | | 24,665 | — | * | * |
*Less than 1%1This table is based on the information provided by the individual directors and executive officers as of August 1, 2023. In the table, percent of class was calculated on the basis of the number of shares beneficially owned as determined in accordance with Exchange Act Rule 13d-3, divided by the total number of shares issued and outstanding. 2Includes the total amount of shares beneficially owned, including any shares directly or indirectly owned. 3Reflects the percent of voting power of Class A Common Stock and Class B Common Stock, respectively. 4This amount represents the number of share equivalents of Class A Stock credited to the participating director’s account pursuant to the Director Deferred Compensation Plan (the “Deferred Plan”), as described on page 34. Deferred share units are issued under the Deferred Plan upon the participating Director’s retirement and pursuant to the distribution election made by the director. 5Represents the percent of total voting power of Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common Stock is entitled to one vote. The percent of total voting power represents the voting power on all matters other than the election of directors, as described on page 7. 6On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. | (6) | Mr. Dobson joined the Board in March 2017 and received a prorated cash retainer in the amount of $50,000. Mr. Dobson also received a prorated annual Directors Stock Award of 940Class A Common Stock at $53.20. | | | | | | | | 72 | | 2023 Proxy Statement |
Ownership of Common Stock Stock Ownership of Certain Beneficial Owners The following table and footnotes set forth, at the close of business on August 1, 2023, information concerning each person of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A Stock or Class B Stock. The percentage of ownership is calculated based on 46,181,453 outstanding shares of Class A Stock and 9,026,066 outstanding shares of Class B Stock on August 1, 2023. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Security Ownership of Certain Beneficial Owners | | | Class A Common Stock | | Class B Common Stock | | | Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | Percent of Voting Power | | Amount and Nature of Beneficial Ownership | Percent of Class | Percent of Voting Power | Percent of Total Voting Power1 | E.P. Hamilton Trusts, LLC2,6 | 462,338 | 1.00% | 0.34% | | 8,125,536 | 90.02% | 59.55% | 59.89% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | Deborah E. Wiley2,3,4,7 | 2,754,185 | 5.96% | 2.02% | | 8,193,815 | 90.78% | 60.05% | 62.07% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | Peter B. Wiley2,3,5,7 | 2,727,929 | 5.91% | 2.00% | | 8,168,658 | 90.50% | 59.87% | 61.87% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | W. Bradford Wiley II2,3,7 | 2,447,703 | 5.30% | 1.79% | | 8,162,256 | 90.43% | 59.82% | 61.61% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | WG6 LLC2,8 | 1,200,000 | 2.60% | 0.88% | | — | — | — | 0.88% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | W. Bradford Wiley & Associates, L.P.2,9 | 301,645 | 0.65% | 0.22% | | — | — | — | 0.22% | | Baker Botts L.L.P. | | | | | | | | | 2001 Ross Avenue, Suite 900
Dallas, TX 75201 | | | | | | | | | BlackRock, Inc.10 | 5,230,548 | 11.33% | 3.83% | | — | — | — | 3.83% | | 55 East 52 Street | | | | | | | | | | New York, NY 10055 | | | | | | | | | The Vanguard Group, Inc.11 | 4,790,932 | 10.37% | 3.51% | | — | — | — | 3.51% | | 100 Vanguard Blvd. | | | | | | | | | | Malverne, PA 19355 | | | | | | | | | Clarkston Capital Partners, LLC12 | 2,746,684 | 5.95% | 2.01% | | — | — | — | 2.01% | | 91 West Long Lake Road | | | | | | | | | | Bloomfield Hills, MI 48304 | | | | | | | | | State Street Corporation13 | 2,459,084 | 5.32% | 1.80% | | — | — | — | 1.80% | | SSGA Funds Management, Inc. | | | | | | | | | 1 Congress Street, Suite 1
Boston, MA 02114-2016 | | | | | | | | |
| (7) | Mr. Plummer has elected to defer his cash retainer and receives it in share equivalents under the Deferred Compensation Plan for Directors. | | | | | | | | 2023 Proxy Statement | | 73 |
Ownership of Common Stock 1Reflects the percent of total voting power of Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common Stock is entitled to one vote. The percent of total voting power represents the voting power on all matters other than the election of directors, as described on page 7. 2Share information is based solely on information contained in a Schedule 13D filed with the SEC on July 14, 2023 by (i) E.P. Hamilton Trusts LLC, a Delaware limited liability company ("EPH LLC"), an investment holding company, (ii) WG6 LLC, a Delaware limited liability company, an investment holding company, (iii) W. Bradford Wiley & Associates, L.P., a Delaware limited partnership ("WBW LP"), (iv) Deborah E. Wiley, a retired individual citizen of the United States, (v) Peter B. Wiley, a retired individual citizen of the United States, and (vi) W. Bradford Wiley II, a retired individual citizen of the United States, (together the "Reporting Persons"). 3Includes 2,019,656 shares of Class A stock and 8,162,256 shares of Class B Common Stock over which Deborah E. Wiley, Peter B. Wiley and W. Bradford Wiley II ("Wiley Family") share voting and investment powers. Under SEC regulations, each may be deemed a beneficial owner of the respective shares held. Such shares are therefore included in the amounts listed in this table for each member of the Wiley Family. As a result of this presentation, there are substantial duplications in the number of shares and percentages shown in the table. By virtue of the Wiley Family being members of EPH LLC, members of WG6 LLC, general partners of WBW LP, and co-trustees of Trust of Esther B. Wiley, they could be deemed to comprise a “group” within the meaning of SEC regulations. The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, an aggregate of 3,890,505 shares of Class A Common Stock, which stock represents 8.42% of the outstanding Class A Common Stock and 2.85% of the combined voting power of the Class A Common Stock and Class B Common Stock, and (ii) 8,200,217 shares of Class B Common Stock, which stock represents 90.85% of the outstanding Class B Common Stock and 60.10% of the combined voting power of the Class A Common Stock and Class B Common Stock. Including the individual holdings of the Reporting Persons of Class A Common Stock and Class B Common Stock, the Reporting Persons own, or may be deemed to own, stock representing a total of 62.95% of the combined voting power of Class A Common Stock and Class B Common Stock. 4In addition to the amounts of Class A Common Stock and Class B Common Stock described in footnote 3, the holdings of Deborah E. Wiley include 734,529 shares of Class A Common Stock and 31,559 shares of Class B Common Stock held through IRA or trust vehicles over which Deborah E. Wiley has sole voting and dispositive power. 5In addition to the amounts of Class A Common Stock and Class B Common Stock described in footnote 3, the holdings of Peter B. Wiley include 708,273 shares of Class A Common Stock and 6,402 shares of Class B Common Stock held through trusts controlled by and over which Peter B. Wiley may be deemed to have beneficial ownership. 6Deborah E. Wiley, Peter B. Wiley and W. Bradford Wiley II, as members of the EPH LLC established for the purpose of investing in, owning and managing securities of John Wiley & Sons, Inc., share beneficial ownership. EPH LLC had sole voting and dispositive power with respect to 462,338 shares of Class A Common Stock and 8,125,536 shares of Class B Common Stock, and shared voting and dispositive power with respect to 0 shares. 7Deborah E. Wiley, Peter B. Wiley and W. Bradford Wiley II, as co-trustees of the Trust of Esther B. Wiley, share voting and investment power with respect to 55,673 shares of Class A Stock and 36,720 shares of Class B Stock. 8Deborah E. Wiley, Peter B. Wiley and W. Bradford Wiley II, as members of WG6 LLC, share beneficial ownership. WG6 LLC had sole voting and dispositive power with respect to 1,200,000 shares of Class A Common Stock, and shared voting and dispositive power with respect to 0 shares. 9Deborah E. Wiley, Peter B. Wiley and W. Bradford Wiley II, as general partners of WBW LP, share beneficial ownership. WBW LP had sole voting and dispositive power with respect to 301,645 shares of Class A Common Stock, and shared voting and dispositive power with respect to 0 shares. 10Share information for BlackRock, Inc. is as of December 31, 2022, and is based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2023. According to the Schedule 13G/A, BlackRock, Inc. had sole voting power with respect to 5,173,091 shares, and sole dispositive power with respect to 5,230,548 shares. This Schedule was filed by BlackRock, Inc. on behalf of itself, BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., Blackrock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd. 11Share information for The Vanguard Group, Inc. is as of December 30, 2022, and is based solely on information contained in a Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 9, 2023. According to the Schedule 13G/A, The Vanguard Group, Inc. had sole voting power with respect to 0 shares, shared voting power with respect to 72,385 shares, sole dispositive power with respect to 4,679,965 shares, and shared dispositive power with respect to 110,967 shares. | | | | | | | | | | 74 | (8) | Mr. Menascé resigned from the Board effective September 21, 2016.2023 Proxy Statement |
Ownership of Common Stock 12Share information for Clarkston Capital Partners, LLC is as of December 31, 2022, and is based solely on information contained in a Schedule 13G/A filed by Clarkston Capital Partners, LLC with the SEC on February 14, 2023. This Schedule was filed jointly pursuant to that certain Joint Filing Agreement: Clarkston Capital Partners, LLC, Clarkston Companies, Inc., Modell Capital LLC, Jeffrey A. Hakala, Gerald W. Hakala, and Jeremy J. Modell. According to the Schedule 13G, Clarkston Capital Partners, LLC had sole voting power with respect to 0 shares, shared voting power with respect to 2,688,259 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 2,746,684 shares. 13Share information for State Street Corporation is as of July 31, 2023, and is based solely on information contained in a Schedule 13G/A filed by State Street Corporation with the SEC on February 10, 2023 and amended on August 9, 2023. According to the Schedule 13G/A, State Street Corporation had sole voting power with respect to 0 shares, shared voting power with respect to 2,337,912 shares, sole dispositive power with respect to 0 shares, and shared dispositive power with respect to 2,459,084 shares. This Schedule was filed by State Street Corporation on behalf of itself, SSGA Funds Management, Inc, State Street Global Advisors Limited, State Street Global Advisors, Ltd. State Street Global Advisors Australia Limited, Street Global Advisors Europe Limited, and State Street Global Advisors Trust Company. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our Class A and Class B Stock, the Company's registered classes of equity securities, to file with the SEC reports of ownership and changes in ownership of our equity securities. Based upon review of such reports and related information, we believe all filing requirements were complied with in a timely manner during Fiscal Year 2023, except for, due to administrative oversight, the required Form 4 report relating to the purchase of Class B Common shares not filed on a timely basis for Kevin Monaco, and the required Form 4s relating to the purchase, sale, and gifting of Class A and Class B Common shares not previously filed on a timely basis for Ms. Deborah Wiley, and Messrs. Peter and Bradford Wiley, who are shareholders owning 10% or more of the Company’s outstanding stock.
Name | | Number of Shares
Underlying
Outstanding Deferred
Stock Equivalents | | Number of Shares
Underlying
Outstanding
Stock Options | | | | | Mari J. Baker | | | 10,603 | | | — | | George Bell | | | 5,954 | | | — | | David C. Dobson(1) | | | — | | | — | | Matthew S. Kissner | | | 30,743 | | | — | | Laurie Leshin | | | 3,753 | | | — | | Raymond W. McDaniel, Jr. | | | 26,231 | | | — | | William Pence(1) | | | — | | | — | | William J. Pesce(1) | | | — | | | — | | William B. Plummer | | | 44,218 | | | — | | Kalpana Raina | | | 14,050 | | | — | |
| | (1) Messrs. Dobson, Pence, and Pesce do not defer receipt of their annual stock award. | | | | | | Insurance with Respect to Indemnification of Directors and Officers
The By-Laws of the Company provide for indemnification of directors and officers in connection with claims arising from service to the Company to the extent permitted under the New York State Business Corporation Law. The Company carries insurance in the amount of $50,000,000 with Chubb Insurance Company of New Jersey, National Union Fire Insurance Company of Pittsburgh, PA, Allied World National Assurance Company and Federal Insurance Company at a premium of $453,500. The current policy expires on November 14, 2017.
OTHER MATTERS
Manner and Expenses of Solicitation
Since many of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Annual Meeting.
Shareholders of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders participating or voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder.
If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from such record holder. The availability of Internet and telephone voting will depend on their voting procedures.
If you do vote by Internet or telephone, it will not be necessary to return your proxy card. If you do not choose to vote using these two options, you may return your proxy card, properly signed, and the shares will be voted in accordance with your directions. Shareholders are urged to mark the boxes on the proxy card to indicate how their shares are to be voted. If no choices are specified, the shares represented by that proxy card will be voted as recommended by the Board.
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| | If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person or via the Internet, his or her shares will not be voted. Any shareholder giving a proxy (including one given by the Internet or telephone) has the right to revoke it at any time before it is exercised by giving notice in writing to the Corporate Secretary, by delivering a duly executed proxy bearing a later date to the Secretary (or by subsequently completing a telephonic or Internet proxy) prior to the Annual Meeting of Shareholders, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy.
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| | The Company will bear the costs of soliciting proxies. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and other employees of the Company may also solicit proxies personally or by mail, telephone or facsimile, but they will not receive additional compensation for such services. Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries holding shares of common stock in their names will be reimbursed for their reasonable out-of-pocket expenses in forwarding proxy material to their principals. | | | | | | Electronic Delivery of Materials | | | | | | The 2017 Notice of Annual Meeting,2023 Proxy Statement and Annual Report on Form 10-K are available on the website at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report materials by mail, shareholders can elect to receive an e-mail that will provide electronic links to them. Selecting this option will save us the cost of producing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site. Shareholders of record and beneficial owners may enroll in the electronic proxy delivery service at any time in the future by going to our enrollment site at http://enroll.icsdelivery.com/jwa and following the enrollment instructions. | | | | | | Deadline for Submission of Shareholder Proposals | | | | | | If a shareholder intends to present a proposal for action at the 2018 Annual Meeting and wishes to have such proposal considered for inclusion in our proxy materials in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Company by April 20, 2018. Such proposal must also meet the other requirements of the rules of the Securities and Exchange Commission relating to shareholder proposals. | | | | | | If a shareholder submits a proposal outside of Rule 14a-8 for the 2016 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the Company’s proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Board to vote on the proposal. | | | | | | Our By-Laws establish an advance notice procedure with regard to certain matters, including shareholder proposals and nominations of individuals for election to the Board. In general, written notice of a shareholder proposal or a director nomination for an annual meeting must be received by the Secretary of the Company no later than May 31, 2018, and must contain specified information and conform to certain requirements, as set forth in greater detail in the By-Laws. If the Company’s presiding officer at any shareholders’ meeting determines that a shareholder proposal or director nomination was not made in accordance with the By-Laws, the Company may disregard such proposal or nomination. | | | | | | Proposals and nominations should be addressed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 9-01, Hoboken, New Jersey 07030-5774. | | | | | | The Company has not received notice from any shareholder of its intention to bring a matter before the 2017 Annual Meeting. At the date of this Proxy Statement, the Board of Directors does not know of any other matter to come before the meeting other than the matters set forth in the Notice of Meeting. However, if any other matter, not now known, properly comes before the meeting, the persons named on the enclosed proxy will vote said proxy in accordance with their best judgment on such matter. Shares represented by any proxy will be voted with respect to the proposals outlined above in accordance with the choices specified therein or in favor of any proposal as to which no choice is specified.
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| | The Company will provide, without charge, a copy of its Annual Report on Form 10-K filed with the SEC for Fiscal 2017, including the financial statements and the schedules thereto. All such requests should be directed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 9-01, Hoboken, New Jersey 07030-5774. | | | | | | It is important that your proxy be returned promptly, whether by mail, by the Internet or by telephone. You may revoke the proxy at any time before it is exercised. If you attend the meeting in person, you may withdraw any proxy (including an Internet or telephonic proxy) and vote your own shares. |
| | | BY ORDER OF THE BOARD OF DIRECTORS | | | | | | | | JOANNA JIA | | | | Corporate Secretary | | | | | | | Hoboken, New Jersey | | | | August 18, 2017 | |
JOHN WILEY & SONS, INC.
111 RIVER STREET
HOBOKEN, NJ 07030 | VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go towww.virtualshareholdermeeting.com/JWA2017
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 27, 2017 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Admission Ticket - Not Transferable
|
| | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | E32268-Z70866
| KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
| | | | | | | | | | | | | | | | | | JOHN WILEY & SONS, INC. | For
All | Withhold
All | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | The Board of Directors recommends a vote “FOR” all nominees, “FOR” proposals 2 and 3, and “Every Year” for proposal 4. | | | | | | | | | | Vote on Directors: | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | 1. | The election as directors of all nominees listed below, except as marked to the contrary. | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | | | | | | | | | | | | | 01) | George Bell | 03) | William Pence | | | | | | | | | | | | | 02) | Laurie A. Leshin | 04) | Kalpana Raina | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vote on Proposals: | For | Against | Abstain | | | | | | | | | | | | | | | | | | 2. | Ratification of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. | ☐ | ☐ | ☐ | | Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”): If you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account. To allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September 25th, 2017. If the 401K Trustee does not receive your instructions by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K. PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | | | | | | | | | | | | | | | | | | | | 3. | Approval, on an advisory basis, of the compensation of the named executive officers. | ☐ | ☐ | ☐ | | | | | | | | | | | | Every Year | Every Two Years | Every Three Years | Abstain | | | | | | | | | | | | | | | | | | | | | 4. | Approval, on an advisory basis, of the frequency of the named executive officer compensation vote. | ☐ | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | | For address changes and/or comments, please check this box and write them on the back where indicated. | | | ☐ | | | | | | | | | | | | | | | | Please indicate if you plan to attend this meeting. | ☐ | ☐ | | | | | | | | | | | | | | | | | | | Yes | No | | | | | | | | | | | | | | | | | | | | | | | | PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | | | | Signature (Joint Owners) | | Date | | |
V.1.1
JOHN WILEY & SONS, INC. -INFORMATION ABOUT THE ANNUAL MEETING SEPTEMBER 28, 2017
ADMISSION TICKET
2017
Voting Procedures Who may vote at the Annual Meeting? Only shareholders of record at the close of business on August 1, 2023 are entitled to vote at the Annual Meeting of Stockholders
September 28, 2017Shareholders on the matters that come before the Annual Meeting. Dr. Leshin will not stand for reelection at 8:00 A.M.Youthe Company's 2023 Annual Meeting. As a result, the holders of Class A Stock, voting as a class, are entitled to elect three (3) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A Stock and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. For all other matters, each share of Class A Common Stock is entitled to one-tenth (1/10) of one vote and each share of Class B Common Stock is entitled to one vote.
How do I vote? Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote your shares without attending the Annual Meeting. Shareholders of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders participating or voting via the Internet should present this admission ticketunderstand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder. If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from such record holder. The availability of Internet and telephone voting will depend on their voting procedures. If you do vote by Internet or telephone, it will not be necessary to return your proxy card. If you do not choose to vote using these two options, you may return your proxy card, properly signed, and the shares will be voted in accordance with your directions. Shareholders are urged to mark the boxes on the proxy card to indicate how their shares are to be voted. If no choices are specified, the shares represented by that proxy card will be voted as recommended by the Board. If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person or via the Internet, his or her shares will not be voted.
Information About the Annual Meeting What happens if I do not give specific voting instructions when I deliver my proxy? Shares represented by properly executed proxies, received by us or voted by telephone or via the internet, which are not revoked, will be voted at the Annual Meeting in accordance with the instructions contained therein. Subject to the broker non-vote rules set forth below, if instructions are not given, proxies will be voted for the election of each nominee, for the approval of our executive officer compensation and for the ratification of our independent auditors. What constitutes a quorum in order to gain admittancehold and transact business at the Annual Meeting? The presence in person or by proxy of a majority of the outstanding shares of Class A Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholdercase may be, askedwill constitute a quorum for the purpose of voting to elect that class of directors. The presence in person or by proxy of a majority of all outstanding Class A and Class B shares will constitute quorum for the transactions of other shareholder proposals not required to be voted on separately by class. The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” or, in the case of election of directors, “withheld,” or any "broker non-votes," will be included in the number of shares present valid picture identification,during the Annual Meeting to determine whether a quorum is present. What is the voting requirement to approve each of the proposals and how will abstentions and broker non-votes be treated? For Proposal 1, all elections shall be determined by a plurality of the shares of Class A Stock or Class B Stock entitled to vote thereon for directors designated as Class A or Class B directors, as the case may be. This means that the three Class A and seven Class B nominees receiving the highest number of affirmative “FOR” votes will be elected as directors of the Company. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee (broker non-votes) or shares marked as a driver’s license. Cameras, recording devices and other electronic devices“withheld” for such nominee will not be permittedcounted toward such nominee’s achievement of a plurality. Proposals 2, 3 and 4 require approval by a majority of votes of the shares of Class A Stock and Class B Stock, voting together, cast at the meeting.YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
Annual Meeting. Abstentions and broker non-votes, as applicable, are not counted in determining the votes cast, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated. A “broker non-vote” occurs when your broker submits a proxy for the meeting but does not vote on non-discretionary matters because you did not provide voting instructions on those matters (this applies to matters other than ratification of our auditors). If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on Proposal 2 even if the broker does not receive voting instructions from you as the proposal is considered a “routine matter.” Can I revoke my proxy or change my vote after I have voted? Any shareholder giving a proxy (including one given by the Internet or telephone) has the right to revoke it at any time before it is exercised by giving notice in writing to the Corporate Secretary, by delivering a duly executed proxy bearing a later date to the Secretary (or by subsequently completing a telephonic or Internet proxy) prior to the Annual Meeting of Shareholders, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy. | | | | | | | | | | 2023 Proxy Statement | CLASS A | | | | 77 |
Important
Information About the Annual Meeting Who will count the votes? We have retained Broadridge Financial Solutions, Inc. as the inspectors of election to tabulate the votes and certify the vote results. Where can I find the voting results of the Annual Meeting? We expect to announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Form 8-K filed with the SEC within the time period prescribed by SEC rules. How are proxies solicited and what is the cost? Since many of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Annual Meeting. The Company will bear the costs of soliciting proxies. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and other employees of the Company may also solicit proxies personally or by mail, telephone or facsimile, but they will not receive additional compensation for such services. Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries holding shares of common stock in their names will be reimbursed for their reasonable out-of-pocket expenses in forwarding proxy material to their principals.
Attending the Annual Meeting Who can attend the Annual Meeting? Shareholders of record as of the record date, August 1, 2023, will be able to attend and participate in the online meeting. How can I listen to, attend, vote, and participate at the Annual Meeting? We are holding our Annual Meeting in a virtual-only format. At the virtual Annual Meeting, shareholders will be able to listen to the meeting live and vote. Shareholders will be afforded the same rights and opportunities to participate as they would if they attended in-person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/WLY2023, you will need to have your 16-digit proxy number to attend the Annual Meeting, which can be found on your proxy card. Although you may vote online during the virtual Annual Meeting, we encourage you to vote in advance via the Internet, by telephone or by mail as outlined in the Notice Regarding theof Internet Availability of Proxy Materials foror on your proxy card to ensure that your shares are represented and voted. Shareholders will be able to ask questions through the virtual meeting website either before or during the meeting. Questions may be submitted during the virtual Annual Meeting through www.virtualshareholdermeeting.com/WLY2023. The Company will answer appropriate questions during the virtual Annual Meeting.
2023 Proxy Materials Why am I receiving these proxy materials? This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. of proxies to be used at the Annual Meeting:TheMeeting of Shareholders to be held on September 28, 2023 at the time and place set forth in the accompanying Notice &of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock are first being sent or given to shareholders on or about August 17, 2023.
Information About the Annual Meeting Why did I receive a Notice of Internet Availability in the mail instead of printed proxy materials? This year we are again using the “Notice and Access” system adopted by the SEC relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies. How can I get electronic access to the proxy materials? The Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com. E32269-Z70866
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck as the proxies Shareholders may request a paper copy of the undersigned, with full powermaterials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice of substitutionMeeting.
Will I get more than one copy of the Notice of Internet Availability or proxy materials if multiple shareholders share my address? Only one copy of the Notice of Internet Availability or proxy materials, as applicable, is being delivered to eachmultiple shareholders sharing an address unless one or more of them,the shareholders at that address have notified the Company of their desire to votereceive multiple copies. The Company will promptly deliver, upon oral or written request, a separate copy of the Class A Common Stock,Notice of Internet Availability or proxy materials, as applicable, to any shareholder residing at a shared address to which only one copy was delivered. Requests for additional copies of these materials for the signee is entitledcurrent year or future years should be directed to votethe Corporate Secretary at 111 River Street, Hoboken, NJ 07030. Alternatively, additional copies may be requested via Internet at www.proxyvote.com, or by calling the phone number located on your proxy card or voting instruction form. Shareholders of record residing at the same address and currently receiving multiple copies of the Notice of Internet Availability or proxy materials, as applicable, may contact the Company’s Corporate Secretary to request that only a single copy be delivered in the future.
Other Matters The Board of Directors knows of no other matters to be brought before the Annual Meeting. If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment.
2024 Shareholder Proposals and Director Nominations If a shareholder intends to present a proposal for action at the 2024 Annual Meeting and wishes to have such proposal considered for inclusion in our proxy materials in reliance on SEC Rule 14a-8, the proposal must be submitted in writing and received by the Secretary of the Company by April 19, 2024. Such proposal must also meet the other requirements of the rules of the SEC relating to shareholder proposals. If a shareholder submits a proposal outside of Rule 14a-8 for the 2024 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the Company’s proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Board to vote on the proposal. Our By-Laws establish an advance notice procedure with regard to certain matters, including shareholder proposals and nominations of individuals for election to the Board. In general, written notice of a shareholder proposal or a director nomination for an annual meeting must be received by the Secretary of the Company no later than May 29, 2024, and must contain specified information and conform to certain requirements, as set forth in greater detail in the By-Laws. If the Company’s presiding officer at any shareholders’ meeting determines that a shareholder proposal or director nomination was not made in accordance with the By-Laws, the Company may disregard such proposal or nomination. Shareholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees submitted under the advance notice requirements of our By-Laws must comply with the additional requirements of Rule 14a-19(b). Proposals and nominations should be addressed to Corporate Secretary, John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters,, 111 River Street, Mail Stop 6-NE-42, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.07030-5774. The proxies are directedCompany has not received notice from any shareholder of its intention to vote as specified, and in their discretion on allbring a matter before the 2023 Annual Meeting. At the date of this Proxy Statement, the Board of Directors does not know of any other matters which maymatter to come before the meeting orother than the matters set forth in the Notice of Meeting. However, if any adjournments thereof. If no direction is given, thisother matter, not now known, properly comes before the meeting, the persons named on the enclosed proxy will vote said proxy in accordance with their best judgment on such matter. Shares represented by any proxy will be voted “FOR”with respect to the Electionproposals outlined above in accordance with the choices specified therein or in favor of Directors, “FOR” Proposals 2 and 3, and “Every Year” for Proposal 4.any proposal as to which no choice is specified. | | | | | | | | | | 80 | Address Changes/Comments: | | | | | | | | | | | | | | | | | | |
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
V.1.1
JOHN WILEY & SONS, INC.
111 RIVER STREET
HOBOKEN, NJ 07030 | VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 27, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting- Go towww.virtualshareholdermeeting.com/JWA2017
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 27, 2017. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Admission Ticket - Not Transferable
|
| | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| | E32270-Z70866
| KEEP THIS PORTION FOR YOUR RECORDS
| | | DETACH AND RETURN THIS PORTION ONLY
| THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
| JOHN WILEY & SONS, INC. | For
All | Withhold
All | For All Except | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | | The Board of Directors recommends a vote “FOR” all nominees, “FOR” proposals 2 and 3, and “Every Year” for proposal 4. | | | | | | | | | | | | | | | | | Vote on Directors: | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | | | | | 1. | The election as directors of all nominees listed below, except as marked to the contrary. | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | | | | | | | | | | | | | | | | | | | | | | 01) | Matthew S. Kissner | 05) | David C. Dobson | | | | | | | | | | | | | 02) | Mari J. Baker | 06) | Jesse C. Wiley | | | | | | | | | | | | | 03) | William J. Pesce | 07) | Raymond W. McDaniel, Jr. | | | | | | | | | | | | | 04) | William B. Plummer | | | | | | | | | | | | | | | | | | | | Every | Every | | | | | | | | | | Every | Two | Three | | | | Vote on Proposals: | For | Against | Abstain | | | Year | Years | Years | Abstain | | | | | | | | | | | | | | | | 2. | Ratification of the appointment of KPMG LLP as independent accountants for the fiscal year ending April 30, 2018. | ☐ | ☐ | ☐ | | 4. Approval, on an advisory basis, of the frequency of the named executive officer compensation vote. | ☐ | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | 3. | Approval, on an advisory basis, of the compensation of the named executive officers. | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE
INTERNET OR BY TELEPHONE. | | | | | | | | | | | | | | | | | | | | | | | | | | | For address changes and/or comments, please check this box and write them on the back where indicated. | | | ☐ | | | | | | | | | | | | | | | | | | Please indicate if you plan to attend this meeting. | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | Yes | No | | | | | | | | | | | | | | | | | | | PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX]
| Date
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JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 28, 2017
ADMISSION TICKET
2017 Annual Meeting of Stockholders
September 28, 2017 at 8:00 A.M.
You should present this admission ticket in order to gain admittance to the meeting. This ticket admits only the stockholder(s) listed on the reverse side and is not transferable. Each stockholder may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Matthew S. Kissner and Gary M. Rinck as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2017, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 28, 2017, at 8:00 A.M., Eastern Daylight Saving Time.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors, “FOR” Proposals 2 and 3, and “Every Year” for Proposal 4.
| | | | | Address Changes/Comments: | | | | | | | | | | | | | | | | | | |
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
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