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John Wiley & Sons (WLY) DEF 14ADefinitive proxy

Filed: 14 Aug 20, 8:05am

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TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to Section 240.14a-12

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):
☒	No fee required.
☐	Fee computed on table below 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:

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Jesse C. Wiley

Chairman of the Board

T + 1 201 748 6000

F + 1 201 748 5800

August 14, 2020

To Our Shareholders:

We cordially invite you to attend the 2020 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, September 24, 2020, at 8:00 A.M. EDT. We will be hosting our Annual Meeting online to provide a consistent experience to all our shareholders regardless of where they are located and to make it easier for our shareholders to attend. The Annual Meeting will be accessible online at www.virtualshareholdermeeting.com/JWA2020. Details of access to the webcast are provided in the Notice of Meeting. During these unprecedented times, we are continuing to monitor the developments related to the impact of COVID-19 and currently do not anticipate allowing shareholders to attend the meeting in person at the Company’s headquarters. If we decide to modify the structure of our Annual Meeting, we will announce the decision to do so in advance, and participation details will be set forth in a press release filed with the U.S. Securities and Exchange Commission. 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 take the time to do so. We hope you will attend the meeting, but whether or not you expect to be present, please vote your shares, either by 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 the proxy card, or via the Internet using the instructions printed on the proxy card. This will ensure that your shares are represented at the 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-dated proxy (either in writing, by telephone, or via the Internet), or by voting online at the Annual Meeting.

Your vote is important to us, and we appreciate your prompt attention to this matter.

			Sincerely,



			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

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Joanna Jia

Corporate Secretary

T + 1 201 748 6020

F + 1 201 748 5800

Notice of Annual Meeting of Shareholders

to be held September 24, 2020

To Our Shareholders:

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/JWA2020. The Annual Meeting will be held on Thursday, September 24, 2020 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 the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2021;

3. To hold an advisory vote to approve named executive officer compensation; and

4. To transact such other business as may properly come before the meeting or any adjournments thereof.

Shareholders of record at the close of business on July 31, 2020 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Attendance at the Annual Meeting will be limited to shareholders as of the record date. . Admission procedures are described further on page 1 of the Proxy Statement.

Please vote 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 the Board of Directors

Joanna Jia

Corporate Secretary

August 14, 2020

Hoboken, New Jersey

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returning the proxy card, voting via the Internet or by telephone does not affect your right to vote online if you attend the Annual Meeting.

111 River Street, Hoboken, NJ 07030-5774, U.S.

T +1 201 748 6000

F +1 201 748 5800

www.wiley.com

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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 24, 2020 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, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (“Fiscal 2020”), are first being sent or given to shareholders on or about August 14, 2020.

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 July 31, 2020, the record date. You will need to have your 16-digit proxy number to attend the Annual Meeting, which can be found on your proxy card. Shareholders will be afforded the same rights and opportunities to participate as they would if they attended in-person. We are committed to acknowledging each relevant question we receive at the Annual Meeting. No cameras, recording equipment, or similar items are permitted to be used by shareholders at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held on September 24, 2020

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 of Contents

Voting Securities, Record Date, Principal Holders		pg. 3

Proposals On Which You May Vote		pg. 4

Proposal 1. Election of Directors’ Nominees for the Board of Directors		pg. 4

	Process for Identifying and Evaluating Nominees for Director	pg. 4

	Director Qualifications	pg. 5

	Election of Directors	pg. 6

Proposal 2. Ratification of KPMG as Independent Registered Public Accounting Firm		pg. 11

Proposal 3. Advisory Vote on Approval of Named Executive Officer Compensation		pg. 11

Governance Of The Company And Board Structure		pg. 13

	Board of Directors and Corporate Governance	pg. 13

	Committees of the Board of Directors and Certain Other Information Concerning the Board	pg. 14

	Board and Committee Oversight of Risk	pg. 16

	How Do We Address Risk in Our Compensation Program?	pg. 16

	CEO Pay Ratio	pg. 18

	Transactions with Related Persons	pg. 18

	Corporate Governance Principles	pg. 19

	Beneficial Ownership of Directors and Management	pg. 21

	Section 16(a) Beneficial Ownership Reporting Compliance	pg. 23

Report Of The Audit Committee		pg. 23

	Fees of Independent Registered Public Accounting Firm	pg. 23

Executive Compensation		pg. 25

	Report of the Compensation Committee	pg. 25

	Compensation Committee Interlocks and Insider Participation	pg. 25

	Performance Graph	pg. 25

	Fiscal 2020 Compensation Discussion and Analysis	pg. 26

Director Compensation		pg. 48

	Directors’ Compensation Fiscal 2020	pg. 48

Other Matters		pg. 50

	Manner and Expenses of Solicitation	pg. 50

	Electronic Delivery of Materials	pg. 50

	Deadline for Submission of Shareholder Proposals	pg. 50

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VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS

At the close of business on July 31, 2020, there were 46,917,891 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,085,074 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 July 31, 2020 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 and 3 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 July 31, 2020, 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 46,917,891 outstanding shares of Class A Stock and 9,085,074 outstanding shares of Class B Stock on July 31, 2020. 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	0.99%	0.34%
124 Baden St.	B	8,125,536	89.44%	58.98%
San Francisco, CA

Deborah E. Wiley^(2)(3)(4)	A	1,253,434	2.67%	0.91%
111 River Street	B	18,643	0.21%	0.14%
Hoboken, NJ

Peter Booth Wiley^(2)(3)(4)	A	1,227,178	2.62%	0.89%
111 River Street	B	18,642	0.21%	0.14%
Hoboken, NJ

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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	846,952	1.81%	0.61%
111 River Street	B	12,240	0.13%	0.09%
Hoboken, NJ

The Vanguard Group, Inc.⁽⁵⁾	A	5,113,179	10.90%	3.71%
PO BOX 2600 V 26
Valley Forge, PA 19482-2600

Champlain Investment Partners LLC⁽⁵⁾	A	4,388,290	9.35%	3.19%
180 Battery Street, Suite 400
Burlington, VT 05401-5334

State Street Corporation⁽⁵⁾	A	4,192,801	8.94%	3.04%
1 Lincoln Street
Boston, MA 02111-2901

BlackRock Inc.⁽⁵⁾	A	3,925,019	8.37%	2.85%
55 East 52 Street
New York, NY 10055

(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, 2020 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 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. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board.

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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; (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 70^th birthday, unless an exception is approved by the Board.

On June 30, 2020, the Company announced the appointment of Mariana Garavaglia, who filled the vacancy that was created upon William B. Plummer’s retirement from the Board on September 25, 2019.

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; product development and management 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.

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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 2019, except Mariana Garavaglia who was elected to the Board effective June 30, 2020.

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, 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

	Beth A. Birnbaum joined the Wiley board in September 2018. Ms. Birnbaum is a senior technology leader with over 20 years of experience in product, general management, operations and strategy. Most recently, Ms. Birnbaum served as chief operating officer at PlayFab, the backend service platform for gaming acquired by Microsoft (NASDAQ: MSFT) in 2018. In that role, she led business operations, sales, marketing, customer success and financial planning. Prior to PlayFab, 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 $20MM revenue startup to a public company with over $350MM in revenues. Prior to GrubHub, Ms. Birnbaum served in a variety of roles at Expedia (NASDAQ: EXPE) from 2003 to 2011, most recently as vice president of product and connectivity, re-architecting Expedia’s commercial and technical relationships with global distribution systems (GDSs). In addition to serving on the Wiley board, Ms. Birnbaum currently serves as a board director at Ripl, Foodee, Bridge Legal and the nonprofit Forterra, and on the board of trustees at the nonprofit Partners In Health. Age 48.

	Ms. Birnbaum’s qualifications for service on the Company’s Board include: (i) more than 20 years of experience in developing, launching and scaling successful consumer technology products and (ii) operating experience as a general manager and technology executive.

	David C. Dobson, a Director since 2017, has been Chief Executive Officer of Epiq since January 2019. Previously, Mr. Dobson was the Chief Executive Officer of Digital River from February 2013 to July 2018 and served as Vice Chairman of the Digital River’s board of directors until July 2019. Mr. Dobson served as an independent business consultant from July 2012 to February 2013. From July 2010 to July 2012, Mr. Dobson served as executive vice president and group executive, Global Lines of Business, at CA Technologies, a global provider of products and solutions for mainframe, distributed computing and cloud computing environments. 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 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, a global provider of leading software titles. Prior thereto, Mr. Dobson spent 19 years at IBM where he held a number of senior management positions, including corporate vice president, Emerging Business Opportunities, and president and general manager, IBM Printing Systems Division. Age 58.

	Mr. Dobson’s qualifications for service on the Company’s Board include: (i) extensive experience in senior management positions and (ii) experience with building and growing online businesses on a global basis.

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	Mariana Garavaglia joined the Wiley board in June 2020. Ms. Garavaglia is the Chief Business and People Operations Officer at Peloton Interactive (NASDAQ: PTON). Ms. Garavaglia has been with Peloton, the interactive fitness platform, since 2019. In her role, Ms. Garavaglia focuses on scaling Peloton through Systems and People. The functions Ms. Garavaglia leads include: Shared Technology Platforms & Services, Global Enterprise Systems, IT Operations, Global HR (Talent & People Operations), Global Security, Asset Protection, Environmental Health & Safety, Global Facilities and Global Business Continuity. Prior to Peloton, Ms. Garavaglia spent the bulk of her career in various senior roles at Amazon (NASDAQ: AMZN), most recently having served as Managing Director for Amazon Books and Amazon 4-star where she was responsible for the P&L and functional teams for both business units. Before that, Ms. Garavaglia was Director & Head of Stores and Operations of Amazon Physical Retail, where she launched the brand’s first brick-and-mortar concept store and grew the stores organization from one person to a network of stores. While at Amazon, Ms. Garavaglia also held various senior positions in Human Resources, including Country Manager for Amazon Spain and Head of Human Resources for Amazon Advertising, Search and Discovery. Age 39.

	Ms. Garavaglia’s qualifications for service on the Company’s Board include: (i) experience with scaling global growth at technology-driven companies and (ii) proven track record of innovation and creation of collaborative high-performing cultures to accelerate world-class brands.

	William Pence, a director since 2016, 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 development and external technology partnerships, as well as playing a key leadership role in the overall strategy and direction of AOL. He also created 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. Pence served as Executive Vice President and Chief Technology Officer of WebMD from 2007 to 2014, as well as Chief Operating Officer of WebMD from 2012 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. 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, he served as Senior Vice President and Chief Technology Officer of Pressplay, a Universal Music Group/Sony Music Entertainment joint venture, and from 2000 to 2001 he served as Senior Vice President and Chief Technology Officer of Universal Music Group. Previously, Mr. Pence spent more than a decade at IBM. Age 57.

	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 experience as a technology executive.

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Directors to be Elected by Class B Shareholders and Their Qualifications

	Brian A. Napack, was appointed as the Company’s 14^th President and Chief Executive Officer on December 4, 2017, and was simultaneously appointed to the Board of Directors. Mr. Napack joined John Wiley & Sons after serving as a Senior Advisor at Providence Equity Partners from 2012. Before joining Providence, Mr. Napack was President of Macmillan, the global publishing company, from 2006 to 2012. Prior to Macmillan, Mr. Napack was a Partner at L.E.K. Consulting LLC, where he led strategy, operations and M&A engagements throughout the media, entertainment and communications industries. Mr. Napack founded ThinkBox Inc. in 1997 and served as the Chief Executive Officer. Mr. Napack also worked at The Walt Disney Company, where he founded and ran Disney Educational Publishing, and was a co-founder of Disney Interactive. Earlier in his career, Mr. Napack held senior roles at Simon & Schuster, a leading education, consumer and professional publisher, and at A.T. Kearney, a global management consulting firm. Mr. Napack currently serves on the board of Zero to Three, a leading non-profit advocacy organization for young children. He previously held board positions at companies including Ascend Learning, Blackboard, Burning Glass, Houghton Mifflin Harcourt, Ingram Industries, RB Media, Isolation Network, Education Management Corp., HotChalk, and Synergis. Age 58.

	Mr. Napack’s qualifications for service on the Company’s Board include: (i) extensive background as a leader and innovator in the media, education and information industries; (ii) 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 demands; and (iii) significant experience gained through managing and serving on the boards of a wide array of companies in the Company’s industries.

	Jesse C. Wiley, was elected Chairman of the Board of Directors of John Wiley & Sons in February 2019, having served as a director since 2012. Prior to being elected as Chairman of the Board, Mr. Wiley was an employee of the Company since 2003. Mr. Wiley has worked in Wiley’s Research division on business development including building partnerships with academic societies and helping grow business and partnerships in China. Previously he worked in corporate M&A and strategy development, on international business development, digital and new business initiatives, and product development within the division formerly known as Professional Development. Prior to that, he worked as a marketer and then editor of professional books. Age 50.

	Mr. Wiley’s qualifications for service on the Company’s Board include broad and deep experience working with partners and customers in the markets Wiley serves, as well as in depth knowledge of many business units and functions within the Company, including working at the forefront of digital publishing and learning, developing new products and business models, and developing and executing partnerships and acquisitions. He has a Certificate of Director Education from the National Association of Corporate Directors.

	Mari J. Baker, a director since 2011, has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO 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 been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee 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. In addition to John Wiley & Sons, Ms. Baker currently serves on the boards of Blue Shield of California and Quicken, Inc. Age 55.

	Ms. Baker’s qualifications for service on the Company’s Board include: (i) service on the boards of multiple for-profit corporations and large non-profit organizations; and (ii) being a proven business leader, experienced general manager and internet marketing veteran.

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	George Bell, a director since 2014, is a Senior Partner at Archer Venture Capital. He was affiliated with General Catalyst Partners, a venture capital and private equity firm, as a Managing Director and then an Executive in Residence, since 2006. Mr. Bell 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, also a General Catalyst portfolio company, 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 Board Chair, Harris Interactive, sold to Nielsen; 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 also served on the board of Care.com Inc. (NYSE: CRCM) September 2017 – March 2020. Age 63.

	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 16^th president of Worcester Polytechnic Institute (WPI) in June of 2014. Dr. Leshin brings to the Wiley board over 20 years of experience as a leader in academia and government service, and an accomplished record as a space scientist. Prior to joining WPI, Dr. Leshin served as the Dean of the School of Science at Rensselaer Polytechnic Institute in New York, where she expanded 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 the Board of Directors of Women in Aerospace and the Council of the American Geophysical Union. Age 55.

	Dr. Leshin’s qualifications for service on the Company’s Board include: (i) executive leadership experience in academia and government service; (ii) being a leading scientist and educator in her field, (iii) insight into the needs and practices of the academic and research community critical for developing and innovating new business models in our key businesses, (iv) being a proven business leader, experienced general manager and internet marketing veteran.

	Raymond W. McDaniel, Jr., a director since 2005, has been Chief Executive Officer of Moody’s Corporation since April 2005. From 2005 to April 2012 he also served as Chairman of Moody’s Corporation. In April 2012 he was named President of Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief Operating Officer of Moody’s Corporation from January 2004; President of Moody’s Corporation from October 2004; 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 62.

	Mr. McDaniel’s qualifications for service on the Company’s Board include: (i) over eight years of experience as Chairman and over 15 years of experience as Chief Executive Officer of Moody’s Corporation; (ii) extensive international experience; and (iii) experience in implementing international business expansion and new products.

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	William J. Pesce, a director since 1998, served as the Company’s 10^th 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. Mr. Pesce is a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He served on the Board of Overseers of NYU’s Stern School of Business for 17 years. Mr. Pesce serves as a guest lecturer, speaking with students about leadership, ethics and integrity. He launched Pesce Family Ventures, LLC in 2015 to invest in early stage companies, particularly entities that leverage enabling technology to serve customers. Age 69.

	Mr. Pesce’s qualifications for service on the Company’s Board include: (i) over three decades of 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 with leading a global public company, strategic planning, financial planning and analysis, acquisitions and partnerships, and investor relations; active engagement with leaders, faculty and students in the academic community; and exposure to innovative, technology-enabled business models at early stage companies.

The Board recommends a vote “FOR” the election of its nominees.

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Proposal 2. Ratification of KPMG as Independent Accounting Firm

The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for Fiscal 2021. 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, 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, 2021 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, 2021 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 a 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 2020 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in Fiscal 2020 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 2020 compensation packages reflect these guiding principles.

The discussion set forth in the Compensation Discussion and Analysis on pages 26 to 47 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.

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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.

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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. William B. Plummer did not stand for re-election as a director at the end of his term and retired from the Board on September 25, 2019. Mariana Garavaglia was appointed to the Board on June 30, 2020 to fill the vacancy created upon Mr. Plummer’s retirement. 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 Brian A. Napack 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 https://www.wiley.com/en-us/corporategovernance.

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 Chairman of the Board shall be an independent member of the Board. The Board of Directors is currently led by Jesse C. Wiley, our non-executive Chairman of the Board.

Meetings of the Board of Directors are called to order and led by the Chairman. Non-management directors generally meet in executive session without management after each Board meeting. All members of the Board are elected annually.

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. Our Chairman was elected by the independent directors of the Board. 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 the 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. The Company’s Governance Committee is also led by an independent director, Mr. George Bell. Mr. Bell has served as the liaison between the Chairman and the independent directors and is available to consult with the Chairman and the CEO about the concerns of the Board. While serving as Chair of the Governance Committee, Mr. Bell has overseen the development and implementation of governance practices that support high levels of performance by members of the Board.

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. The Board has also regularly scheduled executive sessions with only independent directors following the quarterly Board meetings.

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 2019, all of the then serving directors attended the 2019 Annual Meeting.

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Annual Evaluation: The Board annually conducts a self-evaluation of the Board, its committees, and its individual members, including the Chairman of the Board.

In 2020, the Board will again engage a third party facilitator to help administer the annual Board Evaluation in September. 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 are 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 promote director development, direct future Board agendas and meeting structures, 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 https://www.wiley.com/en-us/corporategovernance. 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 against its objectives and reviews compliance with the 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 https://www.wiley.com/en-us/corporategovernance.

The following table indicates Board membership and total meetings of the Board and its standing committees in Fiscal 2020:

Brian A. Napack

Mari J. Baker

George Bell

Beth A. Birnbaum

David C. Dobson

Mariana Garavaglia**

Raymond W. McDaniel, Jr.

Laurie A. Leshin

William Pence

William J. Pesce

William B. Plummer***

Jesse C. Wiley

Fiscal 2020 Meetings

Note: Mr. Plummer served as a member of the Audit Committee and the Technology Committee from May 1, 2019 to September 25, 2019, upon which he retired from the Board. For the balance of Fiscal 2020, Mr. Bell replaced Mr. Plummer on the Audit Committee and Dr. Leshin replaced Mr. Plummer on the Technology Committee.

*	Committee Chair

**	Ms. Garavaglia was appointed as Director on June 30, 2020.

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***	Mr. Plummer did not to stand for re-election as a director at the end of the last term and retired from the Company’s Board on September 25, 2019.

During Fiscal 2020, all of the Directors attended at least 75% of the meetings of the Board of Directors and the respective committees of the Board of Directors of which they were a member.

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 the 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 CEO compensation), the Governance Committee (for Chairman compensation), and the Board of Directors (for approval of assessments).

Audit Committee. The Audit Committee assists 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, and the sufficiency of auditing relative thereto. The Audit Committee is also responsible for 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; maintaining financial oversight of the Company’s employees’ retirement and other benefit plans and making recommendations to the Board with respect to such matters; oversight of the Company’s security and risks, including cybersecurity, along with the Technology Committee; and review, ratification and/or approval of related person transactions. The Audit Committee holds discussions with management prior to the release of quarterly earnings, and also reviews quarterly results prior to filings.

The Board has determined that Ms. Baker is an “audit committee financial expert,” as defined under the SEC rules. All members of the Committee are independent under the rules of the New York Stock Exchange (the “NYSE”) and are financially literate under the NYSE rules.

The Audit Committee Charter is available on the Company’s website at: https://www.wiley.com/en-us/corporategovernance.

Executive Compensation and Development Committee. The Executive Compensation and Development Committee (the “ECDC” or the “Compensation Committee”) sets appropriate compensation levels for the CEO based on market data, and determines the appropriate incentive compensation for the CEO based on objectives and the performance evaluation against those objectives by the Executive Committee, and reports its decisions to the Board; reviews and approves the principles and policies for global compensation and benefit programs company-wide; and oversees the development and utilization of appropriate policies and programs to attract and retain superior individuals. All members of the Committee are independent under the rules 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.

The Compensation Committee has delegated limited authority to the CEO and the Chief People 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.

The Compensation Committee Charter is available on the Company’s website at: https://www.wiley.com/en-us/corporategovernance.

Governance Committee. The Governance Committee assists the Board in the identification of qualified individuals to serve as directors, and recommends to the Board candidates for

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nomination for election at the annual meeting of shareholders or to fill Board vacancies between annual meetings; assists the Chairman of the Board in proposing committee assignments, including committee memberships and chairs; coordinates and oversees the annual self-evaluation process; evaluates director compensation and benefits; and makes recommendations to the Board regarding corporate governance policies.

Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “Deadline for Submission of Shareholder Proposals” on pages 50-51 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 on the Company’s website at: https://www.wiley.com/en-us/corporategovernance.

Technology Committee. The Technology Committee assists the Board in fulfilling oversight responsibilities by reviewing, giving guidance and making recommendations to management and the Board related to the Company’s technology strategy, initiatives, investments, ROI and realization of investment objectives in support of the Company’s overall strategy and performance.

The Technology Committee Charter is available on the Company’s website at: https://www.wiley.com/en-us/corporategovernance.

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 has an Enterprise Risk Management program which delineates responsibility to the Board and its committees. 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 these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate. The Board members also discuss the Company’s significant risks when they meet in executive session without management.

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 Committee reviews with management, and the 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 Committee also receives regular updates from management, including the General Counsel, on litigation risk.

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, internal IT and back office systems, including cybersecurity and the Company’s information technology system and procedures. 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

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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 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:

•	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.

•	The Compensation Committee receives 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.

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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.

CEO Pay Ratio

Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection 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 Chief Executive Officer to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”).

For Fiscal 2020, the median annual total compensation of all employees of the Company was $57,276. Mr. Napack’s annual total compensation for Fiscal 2020 for purposes of the Pay Ratio Disclosure was $5,589,730. Based on this information, for Fiscal 2020, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees was estimated to be 98 to 1.

Identification of Median Employee

As allowable under the Pay Ratio Disclosure regulations, we used a median employee whose compensation is comparable to the original median employee who received a promotion to another role in Fiscal 2019. To identify the median employee in relation to the Pay Ratio Disclosure, we used the following methodology:

•	Base pay as of April 30, 2018, was our consistently applied compensation measure

•	All employees, U.S. and non-U.S., full-time, part-time, temporary and contingent were included

•	Base pay was converted to USD using April 2018 fiscal year average exchange rates

Using this methodology, we determined that the median employee was a full-time employee located in the U.S.

Annual Total Compensation

In connection to the Pay Ratio Disclosure, our median employee’s annual total compensation for Fiscal 2020 was calculated using the same methodology we use for our named executive officers, including our CEO, as set forth in the “Summary Compensation Table” in this proxy statement.

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.

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. 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

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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.

In June 2019, several wholly-owned subsidiaries of the Company entered into an asset purchase agreement to purchase certain assets from Redlink, LLC and Redlink Network Public Benefit Corporation (collectively, the “Seller Entities”) for $4 million. The assets included products that provided data and insights for academic publishers, libraries, and consortia. The principal shareholder of the Seller Entities was Georgios Papadopoulos. At the time of the transaction, Mr. Papadopoulos was also an executive officer of the Company and the Chairman of Atypon, LLC, a wholly-owned subsidiary of the Company. This transaction was determined to be subject to the Audit Committee’s policies and procedures described above and, as such, was reviewed and approved by the Audit Committee in accordance with such policies and procedures.

Based on information available to us and provided to us by our Directors and executive officers, no other such material transactions were entered into during Fiscal 2020.

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.

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.

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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, 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 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.

IV.	Director Eligibility

Directors shall limit the number of other board memberships in order to ensure adequate attention to Company business. Because of the time commitment associated with Board service, unless otherwise approved by the Board, (i) Directors are expected 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 joining 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, or the Chairman as appropriate, so that a review may be performed to ensure that there are no conflicts of interest or other issues. The Board (based on the review and recommendation 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 and the Chairman 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 and the Chairman of any 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 Chairman of the Executive Committee.

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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 6-NE-42, 111 River Street, Hoboken, NJ 07030-5774.

The Company has also established a Whistleblower hotline and email address 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 oversees an intensive orientation process for new Directors, which includes provision of background materials on governance, law, board principles, financial and business history, corporate strategy, 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 annually 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 such service, including attendance at meetings.

In light of the COVID-19 pandemic and upon the Governance Committee’s recommendation, the Board agreed not to increase director compensation for Fiscal 2021. As previously announced in the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, the Board unanimously agreed to reduce the cash-based portion of the independent non-employee directors’ annual retainer by 30%, accompanied by an equivalent percentage reduction in the compensation of the Chairman of the Board, for a period of six months.

Share ownership by each Director is encouraged. The guideline is for each Director 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, which can be met by accumulating annual stock grants during their term of 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 and may attend any committee meeting.

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 39 and all directors and executive officers of the Company as a group as of July 31, 2020. 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.

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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⁾
Brian A. Napack	A	67,977	—	67,977	*	*	—
	B	—	—	—	—	—	—
Mari J. Baker	A	—	—	—	—	—	18,049
	B	—	—	—	—	—	—
George Bell	A	—	—	—	—	—	13,004
	B	—	—	—	—	—	—
Beth A. Birnbaum	A	—	—	—	—	—	4,516
	B	—	—	—	—	—	—
David C. Dobson	A	4,793	—	4,793	*	*	6,335
	B	—	—	—	—	—	—
Mariana Garavaglia	A	—	—	—	—	—	663
	B	—	—	—	—	—	—
Laurie A. Leshin	A	—	—	—	—	—	10,616
	B	—	—	—	—	—	—
Raymond W. McDaniel	A	500	—	500	*	*	35,006
	B	—	—	—	—	—	—
William Pence	A	6,405	—	6,405	*	*	2,593
	B	—	—	—	—	—	—
William J. Pesce	A	73,149	—	73,149	*	*	—
	B	—	—	—	—	—	—
John A. Kritzmacher	A	59,889	54,960	114,849	*	*	—
	B	—	—	—	—	—	—
Aref Matin	A	2,756	—	2,756	*	*	—
	B	—	—	—	—	—	—
Matthew S. Kissner	A	40,393	—	40,393	*	*	—
	B	—	—	—	—	—	—
Judy K. Verses	A	13,674	—	13,674	*	*
	B	—	—	—	—	—
Jesse C. Wiley	A	—	—	—	*	*	—
	B	24,565	—	24,565	*	*	—

All directors and	A	274,354	54,960	329,314	*	*
executive officers as
a group (20 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 July 31, 2020. 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 1, 2020.

(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 “Deferred Plan”), described on page 48. Deferred shares are issued under the Deferred 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.

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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 officers, directors and stockholders, with respect to the Fiscal 2020 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 oversight, required Form 4 reports relating to the award of restricted stock units were not filed on a timely basis for Brian Napack, John Kritzmacher, Gary Rinck, Judy Verses, and Clay Stobaugh. A delinquent Form 4 filing was also filed for Christopher Caridi relating to the shares surrendered to cover withholding tax liability due upon the vesting of a restricted stock award.

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, 2020.

Fees of Independent Registered Public Accounting Firm

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 $2,663,000 and $2,420,000 in fiscal years 2020 and 2019, respectively.

Audit Related Fees

The aggregate fees billed for audit related services, including employee benefit plan audits, and agreed-upon procedures in the U.K. were $39,000 and $210,000 in fiscal years 2020 and 2019, 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 $530,000 and $610,000 in fiscal years 2020 and 2019, 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 for both fiscal years 2020 and 2019.

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 currently 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 Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”). The Board of Directors has determined that all the members of the Committee satisfy the financial expertise requirements and the Chair of the Committee has the requisite experience to be designated as an “audit committee financial expert” as that term is defined by the rules of the SEC and the NYSE.

Management has the primary responsibility for the preparation, presentation and integrity of the financial statements of the Company; for maintaining appropriate accounting and financial reporting policies and practices; and for internal controls and procedures designed 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

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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, 2020. Management has represented to the Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The 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 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 audit and non-audit services, provided that the pre-approvals are presented to the Audit Committee for ratification at its next scheduled meeting.

Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at: tellthedirectors@wiley.com.

Based upon the review and discussions referred to above, the 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, 2020, as filed with the Securities and Exchange Commission.

Audit Committee

Mari J. Baker (Chair), George Bell, and David C. Dobson

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EXECUTIVE COMPENSATION

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis found on pages 26 through 47 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.

Executive Compensation and Development Committee

Raymond W. McDaniel, Jr. (Chair), David C. Dobson, 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

	JWA	Russell 1000	Dow Pub	S&P 400
Apr-15	100.00	100.00	100.00	100.00
Apr-16	89.35	98.26	92.44	97.43
Apr-17	97.20	113.61	100.20	115.50
Apr-18	124.35	126.14	116.03	124.81
Apr-19	89.29	140.19	124.11	131.37
Apr-20	74.91	137.61	121.39	109.74

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, 2015 to April 30, 2020. 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, 2015 and reinvestment of dividends throughout the period.

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Fiscal 2020 Compensation Discussion & Analysis

Introduction

This Compensation Discussion and Analysis, or “CD&A,” describes the Fiscal 2020 compensation program for Wiley’s executive officers, and how the Compensation Committee of the Board of Directors considered our business strategy, our compensation philosophy, and the principles that guide our executive compensation program to arrive at Fiscal 2020 compensation decisions for our executives, including our named executive officers (“NEOs”), whose compensation is summarized in the 2020 Summary Compensation Table and other compensation tables contained in this proxy statement.

Our Fiscal 2020 NEOs are:

•	Brian A. Napack, President and Chief Executive Officer

•	John A. Kritzmacher, Executive Vice President and Chief Financial Officer

•	Aref Matin, Executive Vice President and Chief Technology Officer

•	Matthew S. Kissner, Group Executive Vice President

•	Judy K. Verses, Executive Vice President and General Manager, Research

Executive Summary

2020 Business Highlights	Full year revenue of $1,831 million increased 2% from prior year and 3% on a constant currency basis. This increase was a result of additional revenue from acquisitions, as well as organic growth in our Research Publishing & Platforms and Education Services segments. GAAP Loss per Share was $1.32 due to fourth quarter impairment and restructuring charges totaling $3.29 and $0.43 per share, respectively. Adjusted EPS declined 21% to $2.40 per share, while Adjusted EBITDA declined 8% to $356 million. These declines were mainly due to investments in growth initiatives, including acquisitions, the adverse impact of COVID-19 and higher interest expense. See pages 3-4, 28-31, 37-38, and 96-97 of the Company’s Annual Report on Form 10-K, filed with the SEC on June 26, 2020, for explanations and reconciliations of all adjusted results to their US GAAP equivalent.

	Segment Results. Research Publishing & Platforms revenue (52% of total Wiley revenue) grew 1% over prior year, or 2% at constant currency. Results were driven by growth in Open Access and Research Platforms, which was partly offset by lower traditional subscription revenue due to delays in renewing subscription agreements as a result of COVID-19 isolation and university disruption. Adjusted EBITDA rose 4%.

	Academic & Professional Learning revenue (35% of total Wiley revenue) decreased 7% over prior year, or 6% at constant currency, reflecting continued decline in book publishing market conditions, and to a lesser extent, a decrease in test preparation and certification offerings. As a consequence of COVID-19, fourth quarter revenue declined for print books due to the closure of retail outlets and reprioritization of online retainer shipments toward “essential goods” only, test preparation offerings due to cancelled exams, and professional training offerings dependent upon in-person participation due to office closures. During the year, Wiley acquired digital courseware providers, Knewton and zyBooks. Adjusted EBITDA declined 28%, a result of lower revenue and, to a lesser extent, investment in growth initiatives, including acquisitions and an increase in reserves for accounts receivable primarily due to the impact of COVID-19.

	The Education Services segment (13% of total Wiley revenue) reported 47% revenue growth over prior year, or 11% on a constant currency basis excluding acquisitions. This growth was due to higher revenues from new university partners and fee-based services. Adjusted EBITDA rose $15 million to $20 million.

	Digital Products and Tech-Enabled Services Evolution. Wiley continues to make significant progress in its digital evolution, increasing its share of total revenue from digital products and tech-enabled services to nearly 80%.

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	Cash Flow and Capital Expenditures. Cash Provided by Operating Activities rose 15% over the prior year to $288 million due to improved working capital. Capital investment, which includes Technology, Property, and Equipment, and Product Development Spending, grew $14 million over the prior year to $115 million due investment in technology-enabled products and services. Free Cash Flow less Product Development Spend rose $24 million over the prior year to $173 million.

	Liquidity and Balance Sheet. As of April 30, 2020, Wiley had $202 million of cash on hand compared to $93 million at the end of April 2019, and undrawn revolving credit in excess of $700 million. The Company’s net debt-to-EBITDA ratio was 1.6 compared to 1.0 at the end of April 2019.

	Return to Shareholders. In June 2019, Wiley raised its quarterly dividend to $0.34 per share. The quarterly dividend was equivalent to an annual dividend of $1.36 per share, a 3% increase from the $1.32 per share payout the previous year. In June 2020, Wiley increased its quarterly payout to $0.3425. It was the 27^th consecutive annual increase. In fiscal year 2020, the Company utilized approximately $77 million of cash for dividends and $47 million for share repurchases.

	We urge stockholders to read our Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the SEC on June 29, 2020, which describes our businesses and Fiscal 2020 financial results in greater detail.

Executive Compensation Program	The principles that guide the design of our executive compensation program are:

•	Offer a competitive compensation program in comparison to companies in our benchmarking peer group, and those in general and technology industry surveys

•	Provide compensation that is primarily variable and performance-based, utilizing financial measures that are aligned with our strategy and which drive shareholder value

•	Require executive officers to accumulate and retain equity in our company to align their interests with those of our shareholders

•	Ensure our compensation programs do not encourage unnecessary or excessive risk taking

Strong performance by our executive officers is essential to achieving our goal of increasing shareholder value. Accordingly, 84% of our CEO’s target total direct compensation and, on average, 74% of our other NEOs’ target total direct compensation was variable in the form of annual cash-based incentives and long-term stock-based incentives. 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 compensation for Fiscal 2020 for our CEO and, on average, for our other NEOs.

Fiscal 2020 Target Compensation Mix

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The following chart provides a brief summary of the principal elements of the Company’s executive compensation program for Fiscal 2020, which are described in more detail later in this CD&A.

Base Salary

(Discussed in greater detail on page 34.)

Fixed annual cash, paid on a

semi-monthly basis.

Fixed compensation that is externally competitive with median market rates and allows us to attract and retain executive talent.

Increases in base salary reflect market positioning, economic conditions, and the Compensation Committee’s assessment of Company and individual performance. Increases in base salary are not annual.

The Company’s budget for US salary increases was a total of 2.5%, inclusive of market-based salary adjustments and promotions.

Salary increases for the NEOs ranged from 0% to 3%, with an average of 0.6%.

Annual Incentives

(Discussed in greater detail on page 34.)

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, operating income 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 in the current and future fiscal years.

Payout can range from 0% to 150% of target.

Target incentives for the NEOs range from 100% to 150% of base salary.

Actual short-term incentives earned by the NEOs ranged from 99% to 108% of target.

Long-Term Stock- Based Incentives

(Discussed in greater detail on page 35.)

Performance share units are granted each year and have a 3-year performance cycle. Earned performance share units are payable as equivalent Class A shares at the end of the performance cycle and vest on June 30^th following the end of the performance cycle.

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, tax, depreciation and amortization (“EBITDA”) and cumulative free cash flow (“FCF”) are the performance measures used for the cycle ending in FY20, 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 units for the Fiscal 2020-22 performance cycle.

For the Fiscal 2018-20 cycle that just ended, the NEOs earned 72% of their targeted performance share units.

Restricted share units granted each year, payable as equivalent Class A shares upon vesting; 25% per year on April 30^th.

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 2019 grants of restricted share units represent approximately 40% of the NEOs’ target long-term value.

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The Company also provides the following health and retirement benefits to our executive officers, as described in more detail later in this CD&A:

Benefit	Form	Purpose
Health and Welfare Benefits (Discussed in greater detail on page 38.)	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 37.)	Qualified Defined Contribution Savings Plan (Savings Plan or 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.
Retirement Plans (Discussed in greater detail on page 37.)	Nonqualified 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 Savings Plan.
Perquisites (Discussed in greater detail on page 38.)	Financial planning, tax preparation, club membership	Limited perquisites are provided primarily for the financial security and productivity of the executive.

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.

✔

We ensure a correlation between pay and performance by having a significant portion of compensation that is performance-based and at-risk. Payment of the performance-based compensation is based on achievement of corporate and business financial goals and individual performance against pre-set strategic objectives. Different financial metrics are used in our annual and long-term incentive plans.

We prohibit the repricing of 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.

✔

We review general and technology industry survey data, along with custom peer group information, when setting compensation for our executive officers.

We do not pay dividends on unearned performance-based equity awards.

✔

We mitigate risk by:

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;

•

setting performance levels that correspond to a range of payments for performance-based compensation;

•

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.

✔

We have competitive post-employment and change in control provisions that apply to all executive officers.

We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees.

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✔

We have double-trigger vesting of equity awards following a change in control when the acquiring company is a publicly traded company and outstanding equity is assumed or replaced.

We do not provide excise tax gross-ups upon a change of control.

✔

We generally provide limited perquisites that we believe are beneficial to the Company.

We do not provide tax gross-ups on perquisites, with the exception of relocation.

✔

The Compensation Committee, currently composed of three independent directors, retains an external, independent compensation consulting firm to advise on matters related to executive compensation and governance.

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 2020:

•	To improve the alignment between pay and operating performance in our incentive programs we:

•	expanded the performance range of the profit component in our annual incentive plan, and both the profit and cash flow metrics in our long-term incentive plan; requiring more stretch to receive maximum payout, balanced by earlier entry for payout on downside.

•	replaced cumulative EPS with cumulative EBITDA as the profit metric for earning performance share units in the long-term incentive plan.

•

In light of the COVID-19 pandemic, as previously announced in the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, effective June 16, 2020, for a period of six months, the base salaries of the executive officers have been reduced. Mr. Napack’s base salary has been reduced by 30%, and the base salaries of the other executive officers have been reduced by 15%. The salary reductions will not impact annual and long-term incentives, and benefit eligibility.

CEO Realizable Pay

To demonstrate the linkage between CEO pay and Company performance / changes in shareholder value, a comparison of realizable pay to reported pay and Total Shareholder Return (“TSR”) is presented in the chart below. While not intended to replace the Summary Compensation Table (“SCT”) on page 39, which includes targeted equity grants based on grant date values, this information includes the value realized from the vesting of equity 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. Mr. Napack’s Fiscal 2018 grants include regular annual equity awards plus a restricted stock award received upon appointment as CEO.

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Realizable Compensation Values ($000s)

Compensation Element	Fiscal 2018*	Fiscal 2019	Fiscal 2020
Cash Compensation
Base Salary	$900	$900	$900
Annual Incentive Earned	$1,831	$1,511	$1,403
Total Cash Compensation	$2,731	$2,411	$2,303

Long-Term Incentives
Value of Realized Awards at Exercise/Vesting	$340	$2,265	$2,259
Change in Value of Outstanding Awards at FYE	$2,642	$-2,002	$-543
Total	$2,982	$263	$1,716
Total Realizable Compensation	$5,713	$2,673	$4,019

Summary Compensation Table Values ($000s)

Compensation Element	Fiscal 2018*	Fiscal 2019	Fiscal 2020
Base Salary	$900	$900	$900
Annual Incentive	$1,831	$1,511	$1,403
Stock Awards	$7,048	$3,005	$3,271
Total	$9,778	$5,416	$5,574

*	FY18 cash compensation has been annualized for comparison purposes and includes a $4M sign-on grant.

2019 “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 14A of the Exchange Act. At the 2019 Annual Meeting of Shareholders, our shareholders expressed substantial support for the compensation of our NEOs, with ~96% of the votes cast for approval of our executive compensation program. The Compensation Committee evaluated the results of the 2019 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 the executive compensation program, noted on page 30, in a continuing effort to strengthen the performance rigor of the incentive plans, better support the Company’s business strategy, and reflect sound governance and market practices.

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Compensation Program and Practices for Fiscal 2020

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 the Compensation Committee on matters related to executive compensation. The 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 periodically 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 2020:

•

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 2021 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.

•	Conferred with the Compensation Committee and management related to the impact of COVID-19 on executive compensation, assessing performance for Fiscal 2020, and goal-setting and incentive design for Fiscal 2021.

•	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.

•	Provided feedback on annual and long-term incentive design changes implemented in Fiscal 2020.

•

Reviewed the Compensation Discussion and Analysis, compensation tables and other compensation-related disclosures included in the Company’s proxy statement. Assisted with drafting disclosures for the CEO transitions and 162(m) changes under new tax law. Provided feedback on the CEO pay ratio disclosure.

•	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.

•	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

Compensation

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 the 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 decision with the Board of Directors in executive session.

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Determination of Target Compensation Levels

Compensation Philosophy	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	FW Cook prepares a biennial review of executive officer compensation competitiveness, using a combination of third-party surveys and a custom compensation peer group. FW Cook presents its report to the Compensation Committee at its March meeting.

	For the survey and peer group benchmarking review for setting Fiscal 2020 target compensation, data from the Willis Towers Watson US General Industry Survey and the Radford Global Technology Survey were used, weighted one-third and two-thirds, respectively, and adjusted to be appropriate for the Company’s revenue size, as applicable. In benchmarking compensation levels against the survey data, the Compensation Committee considers only the aggregated survey data and does not consider the identity of the companies comprising the survey data to be material for this purpose.

The custom compensation peer group consists of eighteen publicly-traded companies of similar size in our industry classification. The companies included in the Fiscal 2020 custom compensation peer group consisted of:

CoreLogic	Graham Holdings	New York Times
Dun & Bradstreet	Houghton Mifflin Harcourt	Pearson
E.W. Scripps	IAC/InterActive	Scholastic Corporation
Equifax	K12	TEGNA
Gannett	MDC Partners	Time Inc.*
Gartner	Meredith Corporation*	tronc

*	Data used for Meredith and Time Inc. was pre-acquisition.

Each year, compensation decisions covering base salary, target annual incentives and long-term incentive award values are primarily driven by assessments of market competitiveness, and individual and Company performance. 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 biennially by FW Cook, as indicated above. In addition, the CEO’s compensation relative to the other executive officers is evaluated.

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2020 Compensation Decisions

Base Salaries	Competitive base salaries allow the Company to attract and retain executive talent. 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 the 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% to 3%, with an average of 0.6%.

Annual Incentives	Annual incentives are intended to motivate and reward executive officers 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 from 50% of target for achievement of revenue and profit metrics at the threshold performance level, up to 150% of target for achievement of revenue and profit metrics at the outstanding performance level. There is no payout of the financial portion of the annual incentives if achievement of financial performance is below the threshold level. If the payout for corporate is higher than that of the business units, payout for corporate is capped at the payout level of the highest business unit. A payout range from 0 to 150% is also established for performance on strategic objectives.

Following are the Fiscal 2020 target annual incentives for the NEOs:

Named Executive Officer			Target Annual Incentive as a % of Base Salary
Brian A. Napack			150%
John A. Kritzmacher			120%
Aref Matin			100%
Matthew S. Kissner			100%
Judy K. Verses			100%*

*	Adjusted from 75% to 100%, effective January 1, 2020

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 20%) and relevant business performance metrics (weighted at 80%) are used for business unit NEOs. For Fiscal 2020, the corporate performance metrics were revenue and operating income, equally weighted. Performance metrics for individual business units were revenue and CTP, equally weighted. These performance metrics are important and visible short-term measures aligned with shareholder return.

COVID-19 had a significant impact on Fiscal 2020 financial results, with no time to rebound given the fourth quarter timing. The Compensation Committee therefore agreed to measure performance ratably using ten months pre-COVID-19 and two months post. For the period May 1, 2019 through February 29, 2020, revenue achievement was 99% of target and operating income achievement was 106% of target, for a weighted payout of 111% for this ten-month period. For the period March 1, 2020 through April 30, 2020, revenue achievement was 98% of target and operating income achievement missed threshold performance at 88% of target, for a weighted payout of 37% for this two-month period. After applying the respective weighting to these periods, the total payout was 99% of target for the corporate performance measures.

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Financial Objective	Weight	2020 Threshold Performance Level	2020 Target Amount	2020 Outstanding Performance Level
Revenue ($000s)	50%	97%	$1,860,100	103%
Operating Income	50%	92%	$195,400	108%

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 2020, the primary exclusions included acquisitions not included in original targets.

Quantitative and qualitative strategic objectives for Fiscal 2020 were set based on the following goals:

•	Redefine publishing with dynamic packaging of content, services and tools, and helping our customers achieve their valued outcomes

•	Expand beyond publishing to platforms that enhance the research and education workflow, and technology-enabled services to deliver results for learners and our institutional and corporate partners

•	Invest in talent, technology, growth and efficiency

•	Pursue acquisitions to gain share, capture synergies, and tap into new growth

An evaluation of each executive officer’s achievement of Fiscal 2020 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 2020 include: strong performance in Research with double digit growth in Open Access, driven by volume increases; completed several acquisitions including Knewton, zyBooks, mthree and Madgex, that strengthened career prep, digital courseware, and research corporate services; continued growth of our technology location in Colombo, Sri Lanka, and delivered on key client products and platforms; executed on key customer focused business operations optimizations; and continued investment in new and existing talent to enhance business performance.

Payout of the financial and strategic objectives portions of the annual incentives as a percentage of target, and total Fiscal 2020 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
Brian A. Napack	99%	120%	104%
John A. Kritzmacher	99%	100%	99%
Aref Matin	99%	130%	106%
Matthew S. Kissner	99%	100%	99%
Judy K. Verses	104%	120%	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.

The Compensation Committee believes the 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

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long-term incentive program, the Compensation Committee considers data from the executive compensation competitive assessment 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 attainment of the strategic plan approved by the Board of Directors. For Fiscal 2020, cumulative EBITDA and cumulative FCF were used, with a weight of 60% and 40%, respectively. 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 performance level. Beginning with the Fiscal 2018 grants, performance share units vest 100% at the end of the performance cycle, on June 30^th, once financial achievement levels have been approved by the Compensation Committee.

For the Fiscal 2018-20 performance cycle, three-year cumulative EBITDA and three-year cumulative FCF were the performance measures, weighted at 60% and 40%, respectively. These performance measures maintain focus on simple, critical, long-term value drivers.

For the Fiscal 2018-20 performance cycle, cumulative EBITDA achievement was between threshold and target at 94% of target, resulting in an unweighted payout of 68% for this performance measure. FCF achievement was below threshold at 85% of target, resulting in no payout for this measure. After applying the respective weightings to these performance measures, the total payout would have been 41% of the target number of shares to the NEOs for this performance cycle. Given the timing and the disproportionate impact of the global pandemic relative to the end of this performance cycle, the Compensation Committee applied discretion to restore payout to the performance level for the 34 month period preceding COVID-19 of 72%.

Financial Objective	Fiscal 2018-20 Threshold Performance Level	Fiscal 2018-20 Target Amount	Fiscal 2018-20 Outstanding Performance Level	Fiscal 2018-20 Results
Cumulative EBITDA ($000s)	90%	$1,167,000	110%	$1,091,200
Cumulative FCF ($000s)	90%	$746,500	110%	$632,100

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 2018-20 cycle the principal exclusions were dilution from acquisitions; expenses and cash payments related to restructuring actions and executive severance and recruitment; unplanned retirement plan accounting change; an unplanned accounting change that affected marketing expense in Education Services. 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 2018-20 target and earned performance shares for the NEOs. Mr. Matin and Mr. Kissner did not participate in this cycle given their more recent hire dates.

Named Executive Officer	Target Performance Share Units for the Fiscal 2018-20 Cycle	Earned Performance Share Units for the Fiscal 2018-20 Cycle	Total Payout as a % of Target
Brian A. Napack	30,916	22,260	72%
John A. Kritzmacher	13,726	9,883	72%
Judy K. Verses	7,300	5,256	72%

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The NEOs’ target performance share units for the Fiscal 2020-22 performance cycle are included in the Grants of Plan-Based Awards Table on page 40.

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Restricted share units facilitate stock ownership, expediting achievement of the stock ownership multiple, and provide an additional retention mechanism. Dividend equivalents are paid to these named executives on restricted share units until the shares vest. Restricted share units vest 25% per year, beginning on April 30^th.

The Compensation Committee approves long-term incentive values for each executive officer and the methodology for converting those values into stock-based awards using a ten-day trailing average closing stock price from the date five business days after the release of the Company’s year-end earnings.

Supplemental Awards

Supplemental cash incentives and stock grants are periodically granted to executive officers. These grants may include time-based restricted share unit awards upon hire or promotion, or for reward and retention. Supplemental performance-based long-term incentives may be used in situations where specific focus on a multi-year initiative is required.

In Fiscal 2019, Mr. Matin received a performance-based long-term cash incentive which was paid 50% in Fiscal 2019 and 50% in Fiscal 2020, based on his achievement of mutually-agreed technology goals and objectives. This award is included in the Summary Compensation Table and Grants of Plan-Based Awards Table.

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 share units granted. (Assumes half will be surrendered to pay taxes.)

Mr. Kritzmacher and Mr. Kissner have exceeded their targeted shareholdings. Mr. Napack, Ms. Verses and Mr. Matin have made considerable progress toward meeting their ownership targets.

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 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 ˜400 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 our 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 Savings Plan, as described further starting on page 42. However, because US tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has one active nonqualified retirement plan to supplement qualified retirement benefits.

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•

Deferred Compensation Plan. 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 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.

Health and Welfare Benefits	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-based employees, including the NEOs. 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 up to $23,000 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, and parking in the headquarters building (where appropriate).

	During Fiscal 2020, Ms. Verses, who travels extensively to the UK on business, received a housing allowance of $46,851, and income tax equalization of $119,581. In addition, since Ms. Verses has tax obligations in both the UK and US, the Company provides tax consultation and preparation assistance from PricewaterhouseCoopers. During Fiscal 2020, these charges amounted to $13,304.

Post-Employment Benefits	Depending on the circumstances of their termination, the NEOs 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 Policy, which are discussed in detail starting on page 46. Under a dismissal without cause or constructive discharge following a change of 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 of Compensation	The Compensation Committee considered 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 executive officers, 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 stockholders, even if these amounts are not fully tax deductible.

Closing Statement

The executive compensation program discussed herein 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 providing our executive officers with appropriate financial rewards directly linked to the long-term success of the Company; and

•	Our executive officers must share in the risks as well as the rewards of achieving the Company’s challenging performance goals.

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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 Compen- sation ($) [i]	Total ($) [j]
	Brian A. Napack	2020	900,000		3,271,155		1,403,325	1,051	15,250	5,590,781
		2019	900,000		3,005,155		1,510,650	0	83,224	5,499,029
		2018	375,000		7,047,841		762,751	0	9,337	8,194,929
	John A. Kritzmacher	2020	703,500		1,246,795		835,336	15,552	37,558	2,838,741
		2019	700,417		1,233,241		902,450	12,364	116,775	2,965,247
		2018	681,667		2,171,482		1,082,574	8,471	127,991	4,072,185
	Aref Matin	2020	440,000		779,785		868,380	15,015	32,348	2,135,528
		2019	415,543		2,771,299		925,360	0	13,200	4,125,402
	Matthew S. Kissner	2020	600,000		810,188		593,700	0	34,946	2,038,834
	Judy K. Verses	2020	441,833		775,843		397,832	342	194,543	1,810,393
		2019	435,625		767,323		406,943	20,309	173,226	1,803,426
		2018	422,500		876,490		403,656	41	240,109	1,942,796

(e):

The amounts reported in this column consist of performance share units and restricted share units granted under the Company’s 2014 Key Employee Stock Plans. The amounts noted for the performance share units represent the value at the grant date based on the probable outcome of the performance conditions under the awards. Maximum value payouts of the performance share units are 150% of target and will only occur if the Company reaches preset “outstanding” performance benchmarks. See the Grants of Plan-Based Awards Table for the possible payout range for performance share units. 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 2020 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, Stock Compensation values.

(g):

The total annual incentive for Fiscal 2020 was earned based on the achievement of pre-established corporate and, in the case of Ms. Verses, business financial measures—including corporate and business revenue, corporate operating income 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. Matin also received the second half of his supplemental cash incentive for the achievement of mutually-agreed technology-related goals and objectives.

(h):	Nonqualified deferred compensation earnings represent the market fluctuation on account balances based on the investment funds for Mr. Napack, Mr. Kritzmacher, Mr. Matin and Ms. Verses, $1,051, $15,552, $15,015 and $342 respectively.

(i):	All Other Compensation consists of the following in Fiscal 2020:

•	Employer contributions to the Savings Plan and Deferred Compensation Plan for Mr. Napack, Mr. Kritzmacher, Mr. Matin, Mr. Kissner and Ms. Verses, are valued at $15,250, $12,305, $32,348, $19,277 and $12,645 respectively.

•	Perquisites (financial planning, health club membership fees, parking benefits) for Mr. Kritzmacher, Mr. Kissner and Ms. Verses, valued at $19,253, $15,669 and $2,162, respectively.

•

Ms. Verses travels extensively to the UK on business and received housing assistance in the amount of $46,851. In addition, since Ms. Verses has tax obligations in both the UK and US, the Company equalizes her taxes and provides tax consultation and preparation assistance from PricewaterhouseCoopers (PwC). During Fiscal 2020, those tax equalization and PwC charges amounted to $119,581 and $13,304, respectively. During Fiscal 2019 and Fiscal 2018, the tax equalization charges amounted to $50,792 and $61,605, respectively. We have updated the All Other Compensation and Total columns in 2019 and 2018 for Ms. Verses to reflect these amounts.

•	Mr. Kritzmacher requested and received a charitable donation in the amount of $6,000 from the Company pursuant to the Company’s Matching Gift Program.

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Grants of Plan-Based Awards During Fiscal 2020:			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			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]
			Threshold ($) [c]	Target ($) [d]	Maximum ($) [e]	Threshold (#) [f]	Target (#) [g]	Maximum (#) [h]			Exercise or Base Price of Option Awards ($/Sh) [k]	Grant Date Fair Value of Stock and Option Awards ($) [l]

	Brian A. Napack	5/30/2019	675,000	1,350,000	2,025,000
		6/27/2019				21,659	43,317	64,976				1,962,693
		6/27/2019							28,878			1,308,462
	John A. Kritzmacher	5/30/2019	422,100	844,200	1,266,300
		6/27/2019				8,255	16,510	24,765				748,068
		6/27/2019							11,007			498,727
	Aref Matin	5/30/2019	220,000	440,000	660,000
		5/30/2019		400,000
		6/27/2019				5,163	10,326	15,489				467,871
		6/27/2019							6,884			311,914
	Matthew S. Kissner	5/30/2019	300,000	600,000	900,000
		6/27/2019				5,365	10,729	16,094				486,131
		6/27/2019							7,152			324,057
	Judy K. Verses	5/30/2019	184,438	368,875	553,313
		6/27/2019				5,137	10,274	15,411				465,515
		6/27/2019							6,849			310,328

Represents the annual incentives for Fiscal 2020 that are based on achievement of financial goals and strategic objectives, and in the case of Mr. Matin, a supplemental performance-based cash incentive payable based on achievement of mutually-agreed technology-related goals and 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. Corporate and business revenue, Corporate operating income and business CTP were the financial performance measures used for Fiscal 2020. Strategic objectives are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for Fiscal 2020 are indicated in column (g) of the Summary Compensation Table.

(f) to (h):

Represents the performance share unit awards granted for the Fiscal 2020-22 performance cycle pursuant to the 2014 Key Employee Stock Plan. In Fiscal 2020 executives received 60% of their targeted long-term incentive 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. Corporate cumulative EBITDA and cumulative free cash flow are the performance measures used for the Fiscal 2020-22 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 100% on June 30, 2022. Dividend equivalents are not paid during the performance period.

(i):

Represents the restricted share unit awards granted for Fiscal 2020, pursuant to the 2014 Key Employee Stock Plan. Restricted share units vest 25% per year over four years, on April 30. For Mr. Kissner, restricted share units vest one-third per year over three years, on April 30. In Fiscal 2020 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 awards is based on a $45.31 stock 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 17 in the Notes to the Consolidated Financial Statements in the Company’s 2020 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, Stock Compensation values.

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Outstanding Equity Awards at Fiscal 2020 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]
	Brian A. Napack						22,260⁽¹⁾	835,863	31,343⁽⁵⁾	1,176,930
							5,153⁽²⁾	193,495	43,317⁽⁶⁾	1,626,553
							8,716⁽³⁾	327,286
							21,659⁽⁴⁾	813,295
	John A. Kritzmacher	15,000			$39.53	6/24/2023	9,883⁽¹⁾	371,107	12,862⁽⁵⁾	482,968
		18,300			$59.70	6/23/2024	2,288⁽²⁾	85,914	16,510⁽⁶⁾	619,951
		21,660			$55.99	6/23/2025	3,577⁽³⁾	134,316

							8,256⁽⁴⁾	310,013
	Aref Matin						29,433⁽⁷⁾	1,105,209	8,045⁽⁵⁾	302,090
							2,237⁽³⁾	83,999	10,326⁽⁶⁾	387,741
							5,163⁽⁴⁾	193,871
	Matthew S. Kissner						4,768⁽⁸⁾	179,038	10,729⁽⁶⁾	402,874
	Judy K. Verses						5,256⁽¹⁾	197,363	8,003⁽⁵⁾	300,513
							1,217⁽²⁾	45,698	10,274⁽⁶⁾	385,789
							2,226⁽³⁾	83,586
							5,137⁽⁴⁾	192,894

(1)	Award vests 100% on June 30, 2020.

(2)	Remaining 25% of award vests on April 30, 2021.

(3)	Remaining 50% of award vests 25% on April 30, 2021 and 25% on April 30, 2022.

(4)	Remaining 75% of award vests 25% on April 30, 2021, 25% on April 30, 2022 and 25% on April 30, 2023.

(5)	Award vests 100% on June 30, 2021.

(6)	Award vests 100% on June 30, 2022.

(7)	Award vests 1/3 on May 18, 2021, 1/3 on May 18, 2022 and 1/3 on May 18, 2023.

(8)	Remaining 50% of award vests 25% on April 30, 2021 and 25% on April 30, 2022.

(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 performance share units earned for the Fiscal 2018-20 cycle, the restricted share units granted June 2017 through 2019, and any supplemental restricted share / restricted share unit awards, all of which will vest as noted above.

(h) and (j):

Based on the April 30, 2020 closing market price of Class A stock of $37.55.

(i):	Represents the target number of performance share units granted for the Fiscal 2019-21 and Fiscal 2020-22 long-term incentive cycles. Any earned performance share units for these cycleswill vest as noted above.

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Option Exercises and Stock Vested Table:		Option Awards		Stock Awards
Option Exercises and 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]
	Brian A. Napack	0	$0	50,543	$2,259,012
	John A. Kritzmacher	0	$0	24,748	$967,214
	Aref Matin	0	$0	2,840	$106,642
	Matthew S. Kissner	0	$0	2,384	$89,519
	Judy K. Verses	0	$0	10,549	$412,319

(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, multiplied by the number of options exercised.

(d):

Includes:

•	the performance share units earned for the Fiscal 2017-19 performance cycle (Mr. Kritzmacher and Ms. Verses)

•	the last quarter of restricted share units granted in June 2016 (Mr. Kritzmacher and Ms. Verses)

•	the second half of the sign-on restricted share award granted in December 2017 (Mr. Napack)

•	the third quarter of the restricted share units granted in June 2017 (Mr. Kritzmacher and Ms. Verses), and in the case of Mr. Napack, December 2017

•	the last third of the supplemental restricted share units granted in June 2017 (Mr. Kritzmacher and Ms. Verses)

•	the second quarter of the restricted share units granted in June 2018 (Mr. Napack, Mr. Kritzmacher, Mr. Matin and Ms. Verses)

•	the first quarter of the restricted share units granted in June 2019 (Mr. Napack, Mr. Kritzmacher, Mr. Matin, Mr. Kissner and Ms. Verses)

(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.


Deferred Compensation 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)
	Brian A. Napack	0	0	1,051	0	63,500
	John A. Kritzmacher	0	0	15,552	0	333,276
	Aref Matin	691,752	20,753	15,015	0	727,519
	Matthew S. Kissner	0	0	0	0	0
	Judy K. Verses	0	0	342	0	20,651

Participants in the Company’s Deferred Compensation Plan (the “DCP”) may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. Prior to January 1, 2020, if the participant’s Company matching contributions under the 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 DCP and Company basic contribution of 3% of pay in excess of qualified plan limits under the DCP. Effective, January 1, 2020, if the participant’s Company matching contributions under the Savings 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 DCP. Mirroring Company contributions under the Savings Plan, the Company may make Discretionary Contributions, recognizing pay in excess of qualified plan limits, under the DCP.

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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 DCP and their returns for the last fiscal year are shown below:

Deferred Compensation Funds			Rate of Return for 1 year ending 04/30/2020
Goldman Sachs VIT Government Money Market			-1.65%
Fidelity VIP Investment Grade Bond Svc			-8.22%
MFS VIT Value			7.84%
Fidelity VIP Index 500			-0.73%
American Funds IS Growth 2			-10.79%
Nationwide VIT Mid Cap Index I			18.14%
DFA VA US Targeted Value			36.86%
Vanguard VIF Small Company Growth			14.92%
MFS VIT II International Value			0.39%
MFS VIT II International Growth			4.41%
Northwestern Mutual Life Insurance			-4.67%

Account balances under the DCP 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.

Brian A. Napack

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	$1,800,000	$1,800,000
Severance – Annual Incentive	$0	$0	$0	$2,700,000
Target Annual Incentive	$0	$0	$1,350,000	$1,350,000
ELTIP – Restricted Performance Share Units	$0	$0	$1,326,792	$2,803,483
Performance Shares Earned but Not Vested	$0	$0	$835,863	$835,863
Restricted Stock (Time Based)	$0	$0	$0	$1,334,076
Stock Options	$0	$0	$0	$0
Benefits⁽¹⁾	$0	$0	$53,497	$53,497
DCP⁽²⁾	$63,500	$63,500	$63,500	$63,500
Total:	$63,500	$63,500	$5,429,652	$10,940,419

(1)	Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.

(2)	Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid as lump sum or in approximately equal installments over up to 15 years, per employee’s election on file.

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John A. Kritzmacher

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	$1,407,000	$1,407,000
Severance – Annual Incentive	$0	$0	$1,688,400	$1,688,400
Target Annual Incentive	$0	$0	$844,200	$844,200
ELTIP – Restricted Performance Share Units	$0	$0	$528,629	$1,102,919
Performance Shares Earned but Not Vested	$0	$0	$371,107	$371,107
Restricted Stock (Time Based)	$0	$0	$530,244	$530,244
Stock Options⁽¹⁾	$0	$0	$0	$0
Benefits⁽²⁾	$0	$0	$52,680	$52,680
DCP⁽³⁾	$333,276	$333,276	$333,276	$333,276
Total:	$333,276	$333,276	$5,755,536	$6,329,826

(1)	Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2020 closing stock price ($37.55).

(2)	Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.

(3)	Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file.

Aref Matin

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	$440,000	$660,000
Severance – Annual Incentive	$0	$0	$0	$660,000
Target Annual Incentive	$0	$0	$440,000	$440,000
ELTIP – Restricted Performance Share Units	$0	$0	$330,628	$689,831
Restricted Stock (Performance Shares Earned but Not Vested)	$0	$0	$0	$0
Restricted Stock (Time Based)	$0	$0	$1,105,209	$1,383,079
Stock Options	$0	$0	$0	$0
Benefits⁽¹⁾	$0	$0	$11,992	$17,988
DCP⁽²⁾	$727,519	$727,519	$727,519	$727,519
Total:	$727,519	$7,275,190	$3,055,348	$4,578,417

(1)	Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns.

(2)	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 per employee’s election on file.

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Matthew S. Kissner

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	$0	$0
Severance – Annual Incentive	$0	$0	$0	$0
Target Annual Incentive	$0	$0	$600,000	$600,000
ELTIP – Restricted Performance Share Units	$0	$0	$402,874	$402,874
Performance Shares Earned but Not Vested	$0	$0	$0	$0
Restricted Stock (Time Based)	$0	$0	$179,038	$179,038
Stock Options	$0	$0	$0	$0
Benefits	$0	$0	$0	$0
DCP	$0	$0	$0	$0
Total:	$0	$0	$1,181,912	$1,181,912

Judy K. Verses

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	$450,000	$675,000
Severance – Annual Incentive	$0	$0	$0	$675,000
Target Annual Incentive	$0	$0	$450,000	$450,000
ELTIP – Restricted Performance Share Units	$0	$0	$328,938	$686,301
Performance Shares Earned but Not Vested	$0	$0	$197,363	$197,363
Restricted Stock (Time Based)	$0	$0	$0	$322,179
Stock Options	$0	$0	$0	$0
Benefits⁽¹⁾	$0	$0	$0	$0
DCP⁽²⁾	$20,651	$20,651	$20,651	$20,651
Total:	$20,651	$20,651	$1,446,952	$3,026,494

(1)

Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. Ms. Verses currently waives Wiley medical benefits but otherwise would be covered for 12 months under Dismissal without Cause or Resignation for Good Reason (absent CoC) and 18 months under Dismissal without Cause or Resignation for Good Reason (following CoC)

(2)	Balance is paid as a lump sum on termination following a change of control; otherwise balance is paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file.

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, 2020. All of the payments and benefits described below would be provided by the Company or its affiliates, contingent upon signing a release and waiver, and securing restrictive covenants such as non-compete and non-solicitation.

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, 2020.

Under the 2014 Key Employee Stock Plan, 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.

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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. Napack and Mr. Kritzmacher—24 months; Mr. Matin and Ms. Verses—12 months. Mr. Kissner is not eligible for severance in his first three years of employment.

•	Severance—annual target incentive: Mr. Kritzmacher—24 months.

•	Annual Incentive—If named executive is active for nine months of the fiscal year, prorated incentive payable based on actual performance.

•

Performance Share Units—Prorated participation for active cycles, to be paid after the end of the cycles, once performance has been determined and approved. Mr. Kissner— full participation for any cycles where at least one year of service is completed, to be paid after the end of the cycles, once performance has been determined and approved.

•

Stock Options, Restricted Stock, Restricted Share Units: Mr. Kritzmacher—accelerated vesting of all stock options, restricted stock and restricted share units granted to Executive under any executive long-term incentive plan established by the Company but not yet vested on the effective date of termination of employment. Mr. Kissner— accelerated vesting of all restricted share units granted to Executive under any executive long-term incentive plan established by the Company but not yet vested on the effective date of termination of employment.

•	Company-paid health insurance, for their respective severance periods, but not to exceed 18 months, except in the case of Mr. Kritzmacher, Company-paid health insurance for 24 months.

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: Mr. Napack and Mr. Kritzmacher—24 months, Mr. Matin and Ms. Verses—18 months. Mr. Kissner is not eligible for severance in his first three years of employment.

•	Severance—annual target incentive—Mr. Napack and Mr. Kritzmacher—24 months, Mr. Matin and Ms. Verses—18 months.

•	Company-paid health benefits—Mr. Kritzmacher—24 months, Mr. Napack, Mr. Matin and Ms. Verses—18 months.

•	Immediate payment of the current balance of the DCP.

Upon a “change in control,” as defined, under the 2014 Key Employee Stock 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”.

“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.

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.

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A change in the effective control occurs on the date on which either:

(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

(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 Control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder.

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DIRECTOR COMPENSATION

Directors’ Compensation Fiscal 2020

In Fiscal 2020, our non-employee directors received an annual cash retainer of $100,000. Committee chairs of the Governance, the Technology, and the Executive Committees each received an additional annual retainer of $15,000. In March 2019, the Board passed a resolution to increase the annual committee chair retainers for the Audit and the Compensation Committees to $20,000 each, effective at the start of the new Board term on September 26, 2019. As Chairman, Mr. Wiley receives an annual cash retainer of $320,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $110,000 for his role as Chairman. No fees are paid for attendance at meetings. No non-employee director receives 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. In light of the COVID-19 pandemic and upon the Governance Committee’s recommendation, the Board agreed not to increase director compensation for Fiscal 2021. As previously announced in the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, the Board unanimously agreed to reduce the cash-based portion of the independent non-employee directors’ annual retainer by 30%, accompanied by an equivalent percentage reduction in the compensation of the Chairman of the Board, for a period of six months. These reductions will be reflected in the Director Compensation Table for Fiscal 2021.

Pursuant to the 2018 Director Stock Plan, as amended on March 20, 2019, each of our then non-employee independent directors received an annual award of restricted Class A Common Stock equal to $110,000, 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 26, 2019. 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 2014 Key Employee Stock Plan). During Fiscal 2020, the Company awarded a total of 27,601 restricted Class A Common Shares to the non-employee directors, which includes 2,450 shares issued to Mr. Dobson and 1,114 shares issued to Mr. Plummer in lieu of their cash Director’s fees under the Directors’ Deferred Stock Plan. All of our Directors who receive stock compensation, except for Mr. Pesce, 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, and further amended on September 27, 2018. 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 2020, nine of our non-employee directors participated in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. Two of our current Directors defer receipt of their 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 15^th 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, which can be met by accumulating annual stock grants during their term of Board service.

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The table below indicates the total cash compensation received by each non-employee director during Fiscal 2020. Mariana Garavaglia was appointed to the Board on June 30, 2020; thus, she did not receive any director compensation in Fiscal 2020.

	FY 2020 Director Compensation			All Other Compensation
Name	Cash Fee	Chair Fee	Stock Awards⁽¹⁾	All Other Compensation	Total
Mari J. Baker^(2)(3)(4)	$100,000	$17,500	$110,000	$25,965	$253,465
George Bell⁽²⁾⁽⁴⁾	$100,000	$15,000	$110,000	$31,309	$256,309
Beth A. Birnbaum⁽²⁾	$100,000		$110,000	$20,112	$230,112
David C. Dobson⁽²⁾⁽⁵⁾	$100,000		$110,000	$6,840	$216,840
Laurie A. Leshin⁽²⁾	$100,000		$110,000	$13,159	$223,159
Raymond W. McDaniel, Jr.⁽²⁾⁽³⁾	$100,000	$17,500	$110,000	$105,699	$333,199
William J. Pesce	$100,000	$15,000	$110,000		$225,000
William Pence⁽²⁾	$100,000	$15,000	$110,000	$2,575	$227,575
William B. Plummer⁽²⁾⁽⁶⁾	$50,000			$55,068	$105,068
Jesse C. Wiley⁽⁷⁾	$320,000				$320,000

(1)	On September 26, 2019, each of our then sitting non-employee Directors, other than Mr. Wiley, received an annual restricted stock award of 2,506 shares of Class A Common Stock based on the closing price of $43.90.

(2)

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, $60,364 in interest credited to his Deferred Cash Compensation Plan in Fiscal 2020, of which $13,773 is forfeitable if Mr. McDaniel resigns his position as a Director before December 31, 2020, and in the case of Ms. Birnbaum, $5,206 in interest credited to her Deferred Cash Compensation Plan in Fiscal 2020, of which $1,849 is forfeitable if she resigns as a Director before December 31, 2020.

(3)

In March 2019, the Board passed a resolution to also increase the annual committee chair retainers for the Audit and the Compensation Committees to $20,000 each, effective at the start of the new Board term on September 26, 2019. The pro rated amount of the increase in committee chair compensation is reflected in the table.

(4)	The following Directors requested and received a cash donation from the Company to organizations pursuant the Company’s Matching Gift Program, as described above: Mr. Bell - $15,000, Ms. Birnbaum - $ 15,000, and Ms. Baker - $3,000. These amounts are included under “All Other Compensation.”

(5)	Mr. Dobson has elected to defer his cash retainer and receives it in share equivalents under the Deferred Compensation Plan for Directors.

(6)	Mr. Plummer retired from the Board on September 25, 2019. His pro-rated compensation for FY20 is reflected in the table. Mr. Plummer elected to defer his cash retainer and received it in share equivalents under the Deferred Compensation Plan for Directors.

(7)	As Chairman, Mr. Wiley receives an annual cash retainer of $320,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $110,000 for his role as Chairman.

Name	Number of Shares Underlying Outstanding Deferred Stock Equivalents	Number of Shares Underlying Outstanding Stock Options
Mari J. Baker	18,049	—
George Bell	13,004	—
Beth A. Birnbaum	4,516	—
David C. Dobson	6,335	—
Mariana Garavaglia	663	—
Laurie A. Leshin	10,616	—
Raymond W. McDaniel, Jr.	35,006	—
William Pence	2,593	—
William J. Pesce⁽¹⁾	—	—

(1)	Mr. Pesce does not defer receipt of his 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 $70,000,000 with Chubb Insurance Company of New Jersey, National Union Fire Insurance Company of Pittsburgh, PA, Endurance American Insurance Company, Travelers Casualty and Surety Company of America, and ACE American Insurance Company at a premium of $634,328. The current policy expires on November 14, 2020.

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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.

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.

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 2020 Notice of Annual Meeting, 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 2021 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 16, 2021. 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 2021 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the

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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 27, 2021, 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 6-NE-42, Hoboken, New Jersey 07030-5774.

The Company has not received notice from any shareholder of its intention to bring a matter before the 2018 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.

The Company will provide, without charge, a copy of its Annual Report on Form 10-K filed with the SEC for Fiscal 2020, 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 6-NE-42, 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 14, 2020

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