DEF 14A of John Wiley & Sons, Inc., Aug 17, 2023

DEF 14A of John Wiley & Sons, Inc.

Filed Aug 17, 2023 · FY20230000107140-23-000159

Open on EDGAR

  1. Director Nominees

    Director Nominees There are ten (10) nominees for election this year. On August 8, 2023, Dr. Laurie A. Leshin notified the Board of her intent to not stand for reelection at the Annual Meeting. At the conclusion of her current term at the Annual Meeting, the size of the Board of Directors will be reduced to ten members. Dr. Leshin indicated that her decision not to stand for reelection was not due to any disagreement on any matter relating to our operations, policies or practices. 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. The Board has affirmatively determined that the director nominees, except Messrs. Napack and Wiley, are independent under the applicable rules of the New York Stock Exchange ("NYSE"). 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 and in consideration of Dr. Leshin's departure from the Board, three (3) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors. Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation. All of the nominees are currently directors of the Company. Jesse C. Wiley, Brian A. Napack and Deirdre P. Silver have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, 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.

  2. Director Nominees

    | 2023 Proxy Statement | | 5 |

  3. Director Skills and Experience

    Director Skills and Experience 1.On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. *ESG = environmental, social and governance; CSR = corporate social responsibility; DE&I = Diversity, Equity and Inclusion; CRM = Customer Relationship Management

  4. Director Skills and Experience

    | 6 | | 2023 Proxy Statement |

  5. Director Biographies

    Director Biographies

  6. Directors to be Elected by Class A Shareholders and their Qualifications

    Directors to be Elected by Class A Shareholders and their Qualifications

  7. Directors to be Elected by Class A Shareholders and their Qualifications

    | Beth A. Birnbaum Age: 51 Director Since: 2018 Wiley Committees: –Digital Product and Technology Committee (Chair) –Governance Committee | Outside Directorships: ■Bridge Legal ■Fandom ■Forterra NW ■Partners In Health ■Recycle Track Systems ■Root, Inc. (NASDAQ: ROOT) Former Directorships Held During the Past Five Years: ■GawkBox, Inc. (2019) ■Foodee Media (2021) ■Ripl (2022) Background: 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 from 2017 to 2018 at PlayFab prior to its acquisition by Microsoft (NASDAQ: MSFT). 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 startup to a public company. Skills & Qualifications ■Brings valuable insights and extensive operational, marketing, sales and strategic experience within the technology industry. |

  8. Directors to be Elected by Class A Shareholders and their Qualifications

    | Brian O. Hemphill Age: 54 Director Since: 2022 Wiley Committees: –Digital Product and Technology Committee –Governance Committee | Outside Directorships: ■ODU Educational Foundation Board of Trustees ■ODU Research Foundation Board of Trustees ■ODU Athletic Foundation Board of Trustees ■ODU Real Estate Board of Trustees ■Jefferson Science Associates, LLC Board of Directors ■Preston Hollow Community Capital Board of Managers ■Sun Belt Conference Board of Directors Former Directorships Held During the Past Five Years: ■Genedge (2022) ■The Lebron James Family Foundation I Promise Institute Bureau (2023) ■American Association of State Colleges and Universities (AASCU) (2023) Background: Dr. Hemphill has extensive executive leadership experience in academia, bringing insight into the needs and practices of the academic community critical for developing and innovating new business models in our key businesses. Dr. Hemphill has served as Old Dominion University's (ODU) ninth president since 2021 and previously served as Radford University's seventh president from 2016 to 2021. In his role as President of ODU, Dr. Hemphill serves on a variety of boards and commissions, including serving on the board of directors of American Association of State Colleges and Universities (AASCU). Dr. Hemphill has also held senior roles at various educational institutions earlier in his career, including the University of Arkansas-Fayetteville, Northern Illinois University, and West Virginia State University. Skills & Qualifications: ■Brings valuable insights and extensive executive leadership and operational experience in academia and active engagement with leaders, faculty, and students in the academic community. |

  9. Directors to be Elected by Class A Shareholders and their Qualifications

    | 2023 Proxy Statement | | 7 |

  10. Directors to be Elected by Class A Shareholders and their Qualifications

    | Inder M. Singh Age: 64 Director Since: 2021 Wiley Committees: –Audit Committee | Outside Directorships: ■Affinity Federal Credit Union ■IonQ (NYSE: IONQ) Background: Mr. Singh has extensive finance and corporate management experience, as well as knowledge in the technology and infrastructure sectors in both developed and emerging markets having served as Executive Vice President and Chief Financial Officer of Arm Limited from 2019 to 2022. From 2016 to 2019, Mr. Singh served as Senior Vice President and Chief Financial Officer, and in 2016, as Chief Strategy and Marketing Officer, of Unisys Corp. Prior to that, Mr. Singh was a Managing Director at SunTrust Bank's equities unit from 2013 to 2016, and a Senior Vice President in finance at Comcast Corporation from 2012 to 2013. Mr. Singh has advised startups as a member of Columbia University's Entrepreneurship Advisory Board and Engineering Development Council. He has participated as a project advisor for the U.S. Department of Homeland Security on national security and critical infrastructure matters. Skills & Qualifications: ■Has held multiple leadership positions with financial and accounting oversight responsibility throughout career. Valuable insights in the technology and infrastructure industries. |

  11. Directors to be Elected by Class A Shareholders and their Qualifications

    | 8 | | 2023 Proxy Statement |

  12. Directors to be Elected by Class B Shareholders and their Qualifications

    Directors to be Elected by Class B Shareholders and their Qualifications

  13. Directors to be Elected by Class B Shareholders and their Qualifications

    | Mari J. Baker Age: 58 Director Since: 2011 Wiley Committees: –Governance Committee (Chair) –Executive Compensation and Development Committee | Outside Directorships: ■Blue Shield of California Former Directorships Held During the Past Five Years: ■Healthline, Inc. (2020) ■Quicken, Inc. (2021) ■GoShip, Inc. (2023) Background: Ms. Baker has served as a non-executive director since 2006 and has experience serving on boards of multiple for-profit corporations and large non-profit organizations. She is an experienced general manager and business leader, as well as knowledge of digital marketing. She has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as Chief Executive Officer of PlayFirst, Inc. and Navigenics, Inc., Chief Operating Officer of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has also been involved in venture capital, higher education, and executive leadership communities, in various capacities, including serving on the Board of Trustees of Stanford University. In addition to Wiley, Ms. Baker currently serves on the board of Blue Shield of California. Skills & Qualifications: ■Brings wide-ranging operational and executive leadership experience with Fortune 50 companies, combined with over 20 years of board service in public, private and non-profit environments. |

  14. Directors to be Elected by Class B Shareholders and their Qualifications

    | George Bell Age: 66 Director Since: 2011 Wiley Committees: –Executive Compensation and Development Committee (Chair) –Audit Committee | Outside Directorships: ■Association of College and University Educators ■Mavrk ■Material Bank ■Trust for Public Land ■Squash Busters Former Directorships Held During the Past Five Years: ■Care.com, Inc. (2020) ■Angie's List (2020) ■Place IQ (2021) ■Helpsy (2023) Background: Mr. Bell has more than 30 years of entrepreneurial experience in creating and growing consumer-facing and software businesses as a chief executive officer as well as significant operations experience. Currently, Mr. Bell has been a Senior Partner at Archer Venture Capital since 2018. He was affiliated with General Catalyst Partners, a venture capital and private equity firm, as a Managing Director and then an Executive in Residence, from 2006 to 2017. Mr. Bell is also the founder of The Outdoor Life Network (now NBC Sports Network), a recipient of the Ernst & Young Entrepreneur of the Year Award for California and New England; and a four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and vanishing cultures. Skills & Qualifications: ■Brings extensive operational and strategic experience with in the consumer business industry. Valuable insights in technological advancement. |

  15. Directors to be Elected by Class B Shareholders and their Qualifications

    | 2023 Proxy Statement | | 9 |

  16. Directors to be Elected by Class B Shareholders and their Qualifications

    | David C. Dobson Age: 61 Director Since: 2017 Wiley Committees: –Digital Product and Technology Committee –Executive Compensation and Development Committee | Outside Directorships: ■Epiq Former Directorships Held During the Past Five Years: ■Digital River (2019) ■Versapay (2020) Background: Mr. Dobson has over 30 years of experience in transforming and building global technology and service organizations as well as extensive experience in senior leadership positions. Mr. Dobson has been Chief Executive Officer of Epiq, a global provider of legal and business services, since 2019, and also serves on its board of directors. Previously, Mr. Dobson was the Chief Executive Officer of Digital River from 2013 to 2018 and served as Vice Chairman of the Digital River's board of directors until 2019. From 2010 to 2012, Mr. Dobson served as Executive Vice President and Group Executive, Global Lines of Business, at CA Technologies. From 2009 to 2010, Mr. Dobson served as President of Pitney Bowes Management Services, Inc., a wholly owned subsidiary of Pitney Bowes, Inc. Skills & Qualifications: ■Brings extensive experience overseeing the technological advancement and transformative growth in a global technology and service organization. Successful leadership experience across roles in various complex businesses. |

  17. Directors to be Elected by Class B Shareholders and their Qualifications

    | Raymond W. McDaniel, Jr. Age: 65 Director Since: 2005 Wiley Committees: –Audit Committee (Chair) –Executive Committee | Outside Directorships: ■Muhlenberg College ■Raymond James Financial (NYSE: RJF) Former Directorships Held During the Past Five Years: ■Moody's Corporation (2023) (NYSE: MCO) Background: Mr. McDaniel is a seasoned non-executive director, having served as the non-executive chairman of the board of directors of Moody's Corporation from 2021 to 2023 and a member of the board since 2003. Mr. McDaniel is also a global leader with extensive experience in implementing international business expansion, including the launch of new products. He previously served as the Chief Executive Officer of Moody's Corporation for over 15 years from 2005 to 2020 as well as held additional roles in senior leadership including as Chairman, President and Chief Operating Officer of Moody's Corporation. Skills and Qualifications: ■Led a global risk assessment firm for over 20 years. Brings extensive strategic and operational knowledge of a highly regulated financial services company. |

  18. Directors to be Elected by Class B Shareholders and their Qualifications

    | 10 | | 2023 Proxy Statement |

  19. Directors to be Elected by Class B Shareholders and their Qualifications

    | Brian A. Napack Age: 61 Director Since: 2017 Wiley Committees: –None | Outside Directorships: ■Association of American Publishers (AAP) ■Business Higher Education Forum (2023) Former Directorships Held During the Past Five Years: ■Burning Glass (2019) ■Zero to Three (2022) Background: Mr. Napack is President and CEO of Wiley, a global leader in research and education and one of the world's leading publishers. He is the 14th president in Wiley's 216-year history. Prior to joining Wiley in 2017, Mr. Napack was a senior advisor at Providence Equity Partners, a leading investor in media, education, information, and communication. He also served as President of Macmillan where he oversaw multiple businesses including education, digital media, consumer books, and magazines. Prior to Macmillan, he was a partner at L.E.K. Consulting, a global management consulting firm, leading its Media and Entertainment and Publishing and Education practices. He also founded and was CEO of ThinkBox, an education software company focused on early childhood. Earlier in his career while with The Walt Disney Company, Mr. Napack founded Disney Educational Publishing and co-founded Disney Interactive. Prior to Disney, he held senior roles at Simon & Schuster and A.T. Kearney. A staunch advocate for free speech and a defender of the critical role publishers play in a democratic society, Mr. Napack currently serves as an officer in the position of Vice Chair for the Association of American Publishers (AAP). He has been a director since 2017 and an officer since 2019, including serving as Chair of the Board from September 2020 to January 2022. The AAP represents the leading book, journal, and education publishers in the U.S. and advocates for policies and practices that defend and advance freedom of speech, intellectual property rights, and free and fair markets. Mr. Napack also serves on the board of the Business Higher Education Forum after recently serving as Chairman. BHEF is a non-profit membership organization dedicated to bridging the talent gap by building data-driven pathways that use education to connect talent to jobs. Previously, he served as a member of the boards of Zero to Three, Blackboard Inc., Houghton Mifflin Harcourt, Burning Glass, Ascend Learning, Recorded Books, Ingram Industries, myON, Education Management Corporation, and Synergis Education.. Skills & Qualifications: ■Extensive background as a leader and innovator in the media, education and information industries. ■Proven focus on the creation, management and growth of businesses in education and information that leverage new strategies, business models, technologies and distribution platforms to address evolving market demand. ■Significant experience gained through managing and serving on the boards of a wide array of companies within Wiley's industries. |

  20. Directors to be Elected by Class B Shareholders and their Qualifications

    | 2023 Proxy Statement | | 11 |

  21. Directors to be Elected by Class B Shareholders and their Qualifications

    | William J. Pesce Age: 72 Director Since: 1998 Wiley Committees: –Executive Committee (Chair) | Outside Directorships: ■William Paterson University Board of Trustees ■Pesce Family Ventures, LLC Background: Mr. Pesce has extensive experience with leading a global public company, strategic planning, financial planning and analysis, acquisitions and partnerships, and investor relations. In addition, through his active engagement in the academic community and investing in early stage companies, he has exposure to innovative, technology-enabled business models. He has served as the Company's 10th President and Chief Executive Officer for 13 years from 1998 to 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. Mr. Pesce is also a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He served on the Board of Overseers of New York University's Stern School of Business for 17 years until 2005. Mr. Pesce also launched Pesce Family Ventures, LLC in 2015 with the aim to invest in early-stage companies, particularly entities that leverage enabling technology to serve customers. Skills & Qualifications: ■Brings extensive strategic, operational and financial oversight experience through leading a global public company and valuable insights in the academic community, with exposure to innovative, technology-enabled business models at early stage companies. |

  22. Directors to be Elected by Class B Shareholders and their Qualifications

    | Jesse C. Wiley Age: 53 Director Since: 2012 Wiley Committees: –None | Outside Directorships: ■None Former Directorships Held During the Past Five Years: ■None Background: Mr. Wiley has broad and deep experience in Wiley's industries with partners and customers in the markets Wiley serves. He also brings in-depth knowledge of numerous businesses, functions and initiatives within Wiley, including in digital publishing, online learning, new product and business model development, partnerships and acquisitions. Mr. Wiley was elected Chair of the Board of Directors of the Company in 2019, having served as a director since 2012. Prior to being elected as Chair, Mr. Wiley was an employee of the Company since 2003. Most recently, 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 editor of professional books. Skills & Qualifications: ■Mr. Wiley is a 7th generation member of the Wiley family and brings to the Board deep knowledge and appreciation of the contributions the Company makes to research and education now and throughout its history. His alignment with shareholder and stakeholder interests makes Mr. Wiley an important part of the Board’s decision-making processes along with a majority of independent directors. |

  23. Directors to be Elected by Class B Shareholders and their Qualifications

    | 12 | | 2023 Proxy Statement |

  24. Departing Director

    Departing Director Dr. Leshin, who has served as a director of the Company since 2015, will not stand for reelection at the Annual Meeting.

  25. Departing Director

    | Laurie A. Leshin Age: 58 Director Since: 2015 Wiley Committees: –Executive Committee | Outside Directorships: ■FIRST ■Watermark Insights Former Directorships Held During the Past Five Years: ■BoldlyGo Institute (2019) ■American Association of Colleges and University (2020) ■Association of Independent Colleges & Universities of MA (AICUM) (2022) ■MA HighTech Council (2022) ■Worcester Polytechnic Institute (2022) ■John F. Kennedy Library Foundation (2023) Background: Dr. Leshin, a leading scientist and educator, has over 20 years of leadership experience in academia and government service bringing insight into the needs and practices of the academic and research community critical for developing and innovating new business models in Wiley's key businesses. She currently serves as a Director of NASA's Jet Propulsion Lab, a research and development lab operated for NASA by Caltech, since 2022. She previously served as the 16th president of Worcester Polytechnic Institute (WPI) from 2014 to 2022. Prior to WPI, Dr. Leshin served as the Dean of the School of Science at Rensselaer Polytechnic Institute in New York from 2011 to 2014. At NASA's Goddard Space Flight Center, she served as Director of Science, then Deputy Director for Science and Technology from 2005 to 2008. In 2010, she became Deputy Associate Administrator of the Exploration Systems Mission Directorate at NASA Headquarters. Dr. Leshin is a recipient of NASA's Outstanding Leadership Medal, NASA's Distinguished Public Service Medal, and the Meteoritical Society's Nier Prize. Skills & Qualifications: ■Brings valuable insights and extensive executive leadership and operational experience in academia and government service. Brings in depth knowledge of the research environment being a leading scientist and educator in her field. |

  26. Departing Director

    | 2023 Proxy Statement | | 13 |

  27. Departing Director

    Board Composition and Refreshment Our Board is comprised of diverse and engaged individuals with a wide range of relevant qualifications, skills and experiences, each of whom contribute to the overall effectiveness of our Board and committees. We believe the Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills, viewpoints and experiences. Our Governance Committee is primarily responsible for maintaining a balanced and diverse Board through robust succession planning and refreshment processes. In doing so, the Governance Committee takes into consideration the corporate strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director qualifications. To promote thoughtful Board refreshment, we: ■Developed a comprehensive, ongoing Board succession planning process; ■Conduct an annual Board and Committee assessment process and periodic individual director assessments; ■Conduct ongoing reviews of the skill sets of the Board in comparison to the Company's long-term strategies; and ■Adopted a policy in which no director may stand for election to the Board after reaching the age of 75. The following reflects information of our current Board. Four of the 11 current directors have joined the Board over the last five years. The average age of our directors is 60 years. The average tenure of all our directors is 8.6 years. The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, including potential nominees recommended by current directors, retained search firm or shareholders. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees. The full Board reviews and has final approval of all potential director nominees being recommended to the shareholders for election to the Board. The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members: ■The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; ■A director should have the required expertise and experience, a proven record of professional success and leadership and be able to offer advice and guidance to the Company; ■A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; ■A director should have the ability to work effectively with others; ■The Board also considers diversity factors, such as business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics;

  28. Departing Director

    | 14 | | 2023 Proxy Statement |

  29. Departing Director

    ■A majority of directors should be independent; and ■A director retires from the Board at the annual meeting following his or her 75th birthday, unless an exception is approved by the Board.

  30. Our Board of Directors

    Our Board of Directors The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole.

  31. Our Board of Directors

    | 2023 Proxy Statement | | 17 |

  32. Our Board of Directors

    The Board appoints the CEO and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance. The Board plans for the succession of the CEO. The Executive Compensation and Development Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also: ■reviews the Company’s business and strategic plans and operating performance; ■reviews and approves the Company’s financial objectives, investment plans and programs; and ■provides oversight of internal and external audit processes and financial reporting. Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors. Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes must tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation.

  33. Highlights of our Director Compensation Program

    Highlights of our Director Compensation Program ■No fees for Board meeting attendance ■Emphasis on equity, aligning director interests with shareholders ■Benchmarking against peers with advice from an independent compensation consultant ■Robust director stock ownership guidelines Each non-management director is compensated for service on the Board of Directors. The Governance Committee and the Board review the director compensation program annually. As part of the annual review, management engages FW Cook to conduct a director compensation analysis. FW Cook provides director compensation data for the Company’s peer group used to benchmark director compensation.

  34. Director Compensation Table

    Director Compensation Table The table below indicates the total compensation received by each non-employee director during fiscal year 2023. Brian A. Napack, our President and CEO, the sole employee director in 2023, does not receive any compensation for their service as a director. Mr. Napack’s employee compensation for fiscal year 2023 is shown in the Summary Compensation Table on page 56.

  35. Director Compensation Table

    | | Fiscal Year 2023 Director Compensation | | | | | | Name | Cash Fee1 | Chair Fee1 | Stock Awards2 | All Other Compensation3,4 | Total | | Mari J. Baker4 | $100,000 | $15,000 | $120,000 | $38,990 | $273,990 | | George Bell5 | $100,000 | $20,000 | $120,000 | $32,702 | $272,702 | | Beth A. Birnbaum4,6 | $100,000 | $15,000 | $120,000 | $23,501 | $258,501 | | David C. Dobson7 | $100,000 | — | $120,000 | $25,117 | $245,117 | | Brian O. Hemphill8 | $75,000 | — | $152,877 | $4,300 | $232,177 | | Laurie A. Leshin9 | $100,000 | — | $120,000 | $27,511 | $247,511 | | Raymond W. McDaniel, Jr.10,11 | $100,000 | $27,500 | $120,000 | $63,535 | $311,035 | | William J. Pesce4 | $100,000 | $15,000 | $120,000 | $14,702 | $249,702 | | Inder M. Singh4,12 | $100,000 | — | $214,685 | $11,774 | $326,459 | | Jesse C. Wiley13 | $360,000 | — | — | — | $360,000 |

  36. Director Compensation Table

    1Includes fees earned and paid in fiscal year 2023 and fees earned in fiscal year 2023 but deferred under the Deferred Plan. 2On September 29, 2022, each of our then sitting non-employee Directors, other than Mr. Wiley, received an annual restricted stock award of 3,140 shares of Class A Common Stock based on the closing price of $38.22. 3The amounts in “All Other Compensation” include the cash value of dividends accrued on stock awarded to the Directors under the Deferred Compensation Plan and the Omnibus Stock Plan as described above. The cash value of dividends in fiscal year 2023 are $38,490 for Ms. Baker, $32,702 for Mr. Bell, $18,501 for Ms. Birnbaum, $25,117 for Mr. Dobson, $4,300 for Dr. Hemphill, $27,511 for Dr. Leshin, $63,535 for Mr. McDaniel, $4,072 for Mr. Pesce, and $5,774 for Mr. Singh. 4The following Directors requested a matching cash donation from the Company to qualified organizations pursuant to the Company’s Matching Gift Program in fiscal year 2023, as described above: Ms. Baker - $500, Ms. Birnbaum - $5,000, Mr. Pesce - $10,000 and Mr. Singh - $6,000. These amounts are included under “All Other Compensation.” 5Mr. Bell elected to defer 100% of his cash compensation pursuant to the Deferred Plan. Under the Deferred Plan, he elected to defer 50% of his compensation in the form of deferred share units. 6Ms. Birnbaum elected to defer 100% of her cash compensation pursuant to the Deferred Plan. 7Mr. Dobson elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 8Dr. Hemphill joined the Board effective June 21, 2022. His total cash fee reflects fees paid during fiscal year 2023. The total stock award includes an equivalent of $32,877 for the stock award prorated from his service on the Board beginning June 21, 2022 through September 29, 2022. 9On August 8, 2023, Dr. Leshin informed the Board she will not stand for reelection at the Annual Meeting. 10The Board approved an increase in the Audit Committee chair fee from $20,000 to $30,000 effective as of September 19, 2022. 11Mr. McDaniel elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 12Mr. Singh joined the Board effective December 15, 2021. The total stock award includes an equivalent of $94,685 for the stock award prorated from his service on the Board beginning December 15, 2021 through September 29, 2022. 13As Chair, Mr. Wiley receives an annual cash retainer of $360,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $150,000 for his role as Chair.

  37. Director Compensation Table

    | 2023 Proxy Statement | | 35 |

  38. A message from our Executive Compensation & Development Committee Chair

    A message from our Executive Compensation & Development Committee Chair Our compensation program, which we believe is well aligned with our shareholders’ interests, provides highly competitive total packages that attract, motivate and reward transformative leaders based on their individual qualifications. At our Annual Meeting last year, our shareholders again expressed substantial support for our executive compensation program, with our Say-on-Pay proposal receiving over 99% approval. The Executive Compensation and Development Committee ("Compensation Committee") believes the strong shareholder support signals approval of the current pay-for-performance approach, the incremental changes we have made to ensure our compensation programs support our business strategy, and the sound governance practices in place at Wiley. Our goal in this Compensation Discussion and Analysis (“CD&A”) is to provide an understanding of our executive compensation program, and explain how and why the Compensation Committee arrived at the specific compensation decisions involving the named executives (“NEOs”) for fiscal year 2023. In a challenging year, variable pay outcomes are well below target levels, aligned with shareholder returns. For fiscal year 2024, 100% of the CEO's long-term incentive and 80% of his annual incentive will be delivered in performance share units, reflecting his belief in our plan to focus Wiley as a Knowledge Company, and deliver greater impact and unlock more value for all our stakeholders. George Bell Chair, Executive Compensation and Development Committee

  39. Compensation Highlights

    | Program Element | | | Pay Mix | ■Our pay mix emphasizes performance; for fiscal year 2023, 78% of our NEOs’ target total direct compensation was performance-based (85% for our CEO) ■Base salaries provide executive officers a market competitive fixed pay reflective of their role, experience and contributions, and allows us to attract and retain transformative talent ■Annual incentives motivate and reward executive officers for driving short-term Company and business performance, and individual objectives that will help drive long-term performance ■Long-term incentives motivate and reward executive officers for driving sustainable financial results aligned with the business strategy and priorities, and the interest of our shareholders through the performance of our common stock | | Target Setting | ■Due to market volatility and economic uncertainty, one-year goals were set for each year of the long-term plan, with payment under the plan at the end of the cycle based on the average of the three individual years | | Pay for Performance | ■Annual incentives are funded at the Company level and awarded based on business and personal performance; for fiscal year 2023, annual incentive awards for the NEOs ranged from 35% to 50% of target, reflecting Company funding at 50% of target, (based on adjusted operating income performance of 95%), Education segment funding of 35%, and personal performance of 97% on average for the NEOs ■Our long-term incentive program is majority performance-based; for fiscal year 2023 under our Executive Long-Term Incentive Plan (“ELTIP”), we granted a mix of 60% performance share units ("PSUs") and 40% time-based restricted stock units ("RSUs"). Our PSUs are based on Company revenue and profit, equally weighted, and eligible to vest at the end of a three-year performance period ■PSUs that were eligible to vest this year (based on one-year fiscal year 2021 performance and an additional two years of time vesting) paid out between 113% and 116% of target (or ~99% of target value using fair values on dates of grant and end of cycle), reflecting enterprise and business revenue at or above target, and EBITDA performance above target ■For the PSUs granted for the fiscal year 2023-25 cycle, achievement was 43% in year one. Revenue performance was below the threshold level, and EBITDA performance was slightly below the target level |

  40. Our Compensation Governance Best Practices

    | | What We Do | | What We Don't Do | | ☑ | Performance-based compensation: A significant portion of our NEOs’ target total direct compensation is performance-based. (For fiscal year 2023, 78% for all of our NEOs on average, and 85% for our CEO) | ☒ | No hedging and pledging: Under our Insider Trading policy, executive officers are prohibited from hedging and pledging Company stock | | ☑ | Range of payout: Financial performance levels are set that correspond to a range of incentive payments from threshold to maximum | ☒ | No repricing or buyouts: We do not reprice stock option awards and our plans expressly forbid exchanging underwater options for cash | | ☑ | Formulaic framework: Incentive payments are based on the Company’s financial results relative to pre-established targets | ☒ | No tax gross-ups: We do not provide excise tax gross-ups on change in control related payments; or tax gross-ups on perquisites, with the exception of relocation or tax equalization | | ☑ | Robust clawback policy: covering all executive officer incentive-based awards for material financial restatements and misconduct. We will update our policy to comply with final SEC and listing exchange rules | ☒ | No supplemental benefit programs: We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees | | ☑ | Double trigger vesting: If an executive is involuntarily terminated without cause or resigns for good reason within two years of a change in control, or if the awards are not assumed or replaced by the acquirer | | | | ☑ | Rigorous stock ownership requirements: Executive officers have stock ownership requirements, including retention of 50% of equity- based awards until the multiple is met | | | | ☑ | Limited perquisites: Offered only where doing so serves a reasonable business purpose | | | | ☑ | Risk mitigation: As noted earlier in the Oversight of Compensation Risk section on page 28, we closely monitor risks associated with our compensation programs and individual compensation decisions to confirm that they do not encourage excessive risk-taking | | |

  41. How We Make Compensation Decisions

    | Party | Primary Roles | | Executive Compensation & Development Committee | ■Oversee all aspects of the executive compensation program ■Approve officer compensation levels, incentive plan goals, and award payouts ■Based on performance feedback from the Executive Committee, recommend CEO compensation to the full Board of Directors for approval ■Ensure the executive compensation program best achieves the Company’s objectives, considering the business strategy, talent needs, and market trends ■Hire and consult with the Compensation Consultant and determine the nature and scope of services provided | | CEO and Company Management | ■Make recommendations regarding the potential structure of the executive compensation program, including input on key business strategies and objectives ■Make recommendations regarding the compensation levels of the executive officers and other executive leaders (excluding the CEO) ■Liaise with the Compensation Consultant as necessary in support of the Executive Compensation Program ■Provide any other information requested by the Compensation Committee | | Compensation Consultant (FW Cook) | ■Advise the Compensation Committee on competitive market practices and trends ■Provide proxy pay data for our compensation peer group ■Present information and benchmarking regarding specific executive compensation matters, as requested by the Compensation Committee ■Review management proposals ■Provide recommendations regarding CEO pay ■Review the Compensation Discussion and Analysis annually |

  42. Use of Competitive Data

    Use of Competitive Data The Compensation Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs. To assess the competitiveness of our executive compensation program, we review compensation data from our peer group’s proxy materials as well as external survey data. As part of this process, we measure target pay levels within each compensation component and in the aggregate. We also review the mix of our fixed versus variable compensation. This information is then presented to the Compensation Committee for its review and use. Generally, differences in the levels of total direct compensation among the NEOs are primarily driven by differences in the competitive market pay ranges reflecting scope of responsibilities, an established track record of performance in current and prior roles, and considerations of internal equity.

  43. Proxy Peer Data

    Proxy Peer Data The Compensation Committee utilizes a peer group to evaluate whether executive officer pay levels are aligned with Company performance on a relative basis. The Compensation Committee primarily identifies companies that are of comparable size (based on revenue and market capitalization) and are within the same general industry. Following are the peer companies for fiscal year 2023, which remained the same as prior year, and were used to review/set compensation for the NEOs.

  44. Annual Incentives

    Annual Incentives We provide annual cash incentives to our NEOs under the Executive Annual Incentive Plan (“EAIP”). Fiscal year 2023 target incentive percentages for the NEOs remained unchanged from prior year. Awards granted under the EAIP are designed to drive Company, business and personal performance for the fiscal year. The design of our EAIP aligns with our broad-based annual incentive program. Annual incentives are funded at the Company level and awarded based on business and personal performance. The graphic below illustrates how the plan operates. Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The fiscal year 2023 performance metrics which make up the Company funding of the annual incentive awards are Company adjusted revenue and adjusted operating income, equally weighted. Funding may range up to 150% of target, with minimum funding of 50% if the Company achieves 85% of its adjusted operating income target. The personal performance modifier, which for business segment leaders includes performance of their individual business segments, may range from 0% up to 200%. None of the NEOs received an increase to their fiscal year 2024 target annual incentive percentage in the Company's recent compensation planning process.

  45. Annual Incentives

    | 50 | | 2023 Proxy Statement |

  46. Business Results

    Business Results Incentives were funded at 50% of target, reflecting minimum funding based on achievement of adjusted operating income between the threshold and target level. We did not achieve our threshold revenue goal, and therefore no portion of the bonus pool was funded based on revenue results.

  47. Fiscal Year 2023 Annual Incentive Payouts

    Fiscal Year 2023 Annual Incentive Payouts

  48. Fiscal Year 2023 Annual Incentive Payouts

    | Executive | Target Incentive Percentage | Target Incentive Award $000s | Actual Incentive Award $000s | Actual Award a Percentage of Target | | Brian A. Napack (CEO) | 150% | $1,417.5 | $602.4 | 42.5% | | Christina Van Tassell (CFO) | 100% | $650.0 | $325.0 | 50.0% | | Aref Matin (CTO) | 100% | $460.0 | $230.0 | 50.0% | | Todd R. Zipper (GM, Talent) | 100% | $425.0 | $148.8 | 35.0% | | James J. Flynn II (GM, Research) | 100% | $460.0 | $230.0 | 50.0% |

  49. Fiscal Year 2023 Annual Incentive Payouts

    | 2023 Proxy Statement | | 51 |

  50. Long-Term Incentives

    Long-Term Incentives For fiscal year 2023, we granted our NEOs a mix of 60% PSUs and 40% RSUs under the ELTIP. Grant values for fiscal year 2023 were converted to target PSUs and RSUs using a ten-day average closing stock price as of June 22, 2022. PSUs reward the achievement of critical operating performance objectives that we believe will translate to strong shareholder returns over the long-term. Our RSUs support retention and the value of both the PSUs and RSUs are dependent on the market value of our common stock.

  51. Fiscal Year 2023 PSUs

    Fiscal Year 2023 PSUs Our PSU design for fiscal year 2023 reflects continued challenges in setting long-term performance goals in volatile markets. Financial targets for adjusted revenue and adjusted EBITDA, equally weighted, are set at the beginning of each year in the cycle, with June 2025 payout based on the average achievement of the financial goals for the three years, as illustrated below. As required by SEC disclosure rules, the PSUs granted to the NEOs for this cycle (the “FY23 PSUs”) shown later in the Proxy in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards at Fiscal Year End, reflect one-third of the full award value, with subsequent thirds of the original award to be granted in fiscal years 2024 and 2025, once annual financial targets are set for those years. The full values of the FY23 PSUs for the NEOs, and individual target numbers of shares by year of the cycle are shown in the table below.

  52. Fiscal Year 2023 PSUs

    | | | Target Number of FY23 PSUs | | | | Executive | Full PSU Award Value ($000s) | Year One | Year Two | Year Three | | Brian A. Napack (CEO) | $2,144 | 15,542 | 15,542 | 15,543 | | Christina Van Tassell (CFO) | $734 | 5,317 | 5,317 | 5,317 | | Aref Matin (CTO) | $649 | 4,703 | 4,704 | 4,704 | | Todd R. Zipper (GM, WES) | $600 | 4,345 | 4,346 | 4,346 | | James J. Flynn II (GM, Research) | $430 | 3,113 | 3,114 | 3,114 |

  53. Fiscal Year 2023 PSUs

    Similarly, the second third of the full PSU award value granted in fiscal year 2022 have been granted in fiscal year 2023, using the same financial targets set for the first third of the FY23 PSUs. The full values of the fiscal year 2022 PSUs for the NEOs, and individual target numbers of shares by year of the cycle are shown in the table below.

  54. Fiscal Year 2023 PSUs

    | | | Target Number of FY22 PSUs | | | | Executive | Full PSU Award Value ($000s) | Year One | Year Two | Year Three | | Brian A. Napack (CEO) | $2,035 | 11,832 | 11,832 | 11,833 | | Christina Van Tassell (CFO) | $796 | 4,785 | 4,786 | 4,786 | | Aref Matin (CTO) | $650 | 3,779 | 3,780 | 3,780 | | Todd R. Zipper (GM, WES) | $601 | 3,492 | 3,492 | 3,492 | | James J. Flynn II (GM, Research) | $215 | 1,249 | 1,249 | 1,249 |

  55. Fiscal Year 2023 PSUs

    | 52 | | 2023 Proxy Statement |

  56. Fiscal Year 2023 RSUs

    Fiscal Year 2023 RSUs RSUs, representing 40% of our NEOs’ long-term incentive value under the ELTIP vest 25% per year on April 30, beginning one year after grant. Unvested RSUs are forfeited upon a termination of employment except in cases of death, permanent disability, or upon a Change in Control of the Company if the award is not assumed or replaced by the acquiring entity, where RSUs immediately vest.

  57. Fiscal Year 2021 PSUs Earned

    Fiscal Year 2021 PSUs Earned For fiscal year 2021, we granted our NEOs a mix of 60% PSUs and 40% RSUs under the ELTIP. Given challenges in setting long-term goals due to COVID-19, one-year financial goals for EBITDA and revenue were set for fiscal year 2021. Corporate executives were measured against enterprise EBITDA, weighted 60% and enterprise revenue, weighted 40%. Enterprise EBITDA, weighted 60% and business unit revenue, weighted 40%, were the measures used for Mr. Zipper and Mr. Flynn. The earned PSUs were then subject to two additional years of time vesting. Based on the financial results for the period, the FY21 PSUs were earned between 113% and 116% of target (based on number of target shares), and about 99% of target (based on using fair market values on dates of grant and end of cycle), reflecting enterprise and business revenue generally at or above target, and EBITDA performance above target. The goals and outcomes are further reflected in the table below.

  58. Fiscal Year 2021 PSUs Earned

    | Values in millions | | | | | | | | | Measure | Weighting | Target | Threshold Level | Outstanding Level | Actual | % of Target Achieved | % of Award Earned | | Enterprise EBITDA | 60% | $396 | 80% | 120% | 413 | 104% | 73.2% | | Revenue | | | | | | | | | Enterprise Revenue | 40% | $1,885 | 80% | 120% | 1,914 | 102% | 43.2% | | Research Revenue | 40% | $987 | 80% | 120% | 994 | 101% | 41.6% | | Education Services Revenue | 40% | $281 | 80% | 120% | 280 | 100% | 39.6% |

  59. Fiscal Year 2021 PSUs Earned

    | 2023 Proxy Statement | | 53 |

  60. Fiscal Year 2021 PSUs Earned

    | Executive | Target PSUs | Earned PSUs | Actual Award as a Percentage of Target1 | | Brian A. Napack (CEO) | 52,094 | 60,637 | 116.4% | | Aref Matin (CTO) | 11,798 | 13,733 | 116.4% | | Todd R. Zipper (GM, Talent) | 16,279 | 18,395 | 113.0% | | James J. Flynn II (GM, Research) | 5,759 | 6,617 | 114.9% |

  61. Fiscal Year 2021 PSUs Earned

    1Actual award based 60% on enterprise EBITDA and 40% enterprise revenue for corporate leaders and 40% business performance for business leaders.

  62. Other Forms of Compensation

    | Health and wellness plans The Company provides or makes available a number of health and welfare benefits, such as medical, dental, vision, life, accident and long-term disability insurance to all US- based employees, including the executive officers. These competitive benefits are provided primarily for the well-being of Wiley employees, and at the same time enhance Wiley’s attractiveness as an employer of choice. | Post-employment compensation Depending on the circumstances of their termination, the executive officers are eligible to receive severance benefits in the form of base salary as a lump-sum payment, annual incentive, healthcare benefits and accelerated vesting of equity as determined by the provisions in their employment agreements or the Executive Severance Policy. Under a dismissal without cause or constructive discharge following a change in 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. | | Perquisites and other personal benefits The Company provides limited perquisites and other personal benefits to the executive officers. These taxable benefits are provided primarily for the financial security and productivity of executives, which allows greater focus on Company business activities. These limited perquisites primarily consist of financial planning and tax preparation, an allowance for business and health club memberships, and parking in the headquarters building (where appropriate). | | | Retirement benefits All NEOs are eligible to participate in the Company’s qualified Employees’ Savings Plan (“401(k) Plan”). However, because US tax rules governing qualified retirement plans place significant limitations on the benefits that can be paid to executives, the Company has a non-qualified retirement plans to supplement qualified retirement benefits. The Nonqualified Deferred Compensation Plan (the “NQDC Plan”) was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified Savings Plan because of tax rules limiting contributions. The NQDC Plan provides for Company contributions mirroring those made under the Savings Plan. | |

  63. Governance

    | Clawback Provisions To ensure that our compensation program does not encourage excessive risk taking the Company has a clawback provision in both the annual and long-term incentive plans covering approximately the top 400 employees in the Company. The clawback provision allows the Company to 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. We will update our policy to comply with final SEC and listing exchange rules. | Stock Ownership Guidelines The Compensation Committee believes that the ultimate goal of the long-term incentive program is to align the interests of Company shareholders 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 ■Subject to the award being earned/vested, half of the performance share units earned when performance goals are achieved. (Assumes half will be surrendered to pay taxes.) ■Half of time-based RSUs granted. (Assumes half will be surrendered to pay taxes.) Unearned performance share units and unvested and unexercised stock options do not count toward the ownership guidelines. There is a stock retention requirement for our executive officers 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. Mr. Napack, Mr. Matin and Mr. Zipper have met their targeted shareholding requirements. Ms. Van Tassell and Mr. Flynn have not yet met their guideline as they are relatively new to their roles, but are in compliance with the requirements and have made good progress toward their targeted shareholding guidelines. | | Hedging and Pledging Prohibition As part of our Insider Trading Policy, which applies to employees, officers and directors, the Company prohibits: ■any type of hedging activity, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds ■entering into short sales or purchasing, selling or exercising puts, calls or other such options pertaining to stock of the Company ■holding securities of the Company in a margin account or otherwise pledging securities of the Company as collateral for a loan | |

  64. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the years ended April 2023, 2022 and 2021 .

  65. Summary Compensation Table

    | All data in $000s | | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings6 | All Other Compensation7 ($) | Total ($) | | Brian A. Napack (CEO) | 2023 | $945.0 | | $2,688.5 | — | $602.4 | $11.3 | $129.4 | $4,376.6 | | | 2022 | $937.5 | — | $2,035.4 | $236.0 | $1,496.9 | $0.1 | $242.4 | $4,948.2 | | | 2021 | $765.0 | — | $4,039.4 | — | $2,339.4 | $0.1 | $195.3 | $7,339.2 | | Christina Van Tassell (CFO) | 2023 | $650.0 | | $953.7 | — | $325.0 | $2.9 | $84.5 | $2,016.0 | | | 2022 8 | $283.3 | — | $2,124.0 | $225.1 | $629.2 | $(1.4) | $18.4 | $3,278.6 | | Aref Matin (CTO) | 2023 | $460.0 | | $822.8 | — | $230.0 | $92.8 | $79.6 | $1,685.1 | | | 2022 | $460.0 | — | $650.2 | $236.0 | $465.5 | $(3.9) | $110.7 | $1,918.5 | | | 2021 | $440.0 | — | $915.0 | — | $703.8 | $99.8 | $51.8 | $2,210.4 | | Todd R. Zipper (GM, Talent) | 2023 | $425.0 | | $760.1 | — | $148.8 | $74.0 | $44.1 | $1,452.0 | | | 2022 | $425.0 | — | $600.7 | $236.0 | $336.6 | $62.4 | $80.2 | $1,740.9 | | | 2021 | $386.9 | $375.0 | $1,237.4 | — | $651.5 | $31.4 | $91.4 | $2,773.6 | | James J. Flynn II (GM, Research) | 20239 | $441.7 | | $487.0 | — | $230.0 | $17.3 | $61.7 | $1,237.7 |

  66. Summary Compensation Table

    1Reflects base salary paid to the NEOs. (Note fiscal year 2021 amounts include temporary base pay reductions) 2Reflects portion of sign-on cash earned in fiscal year 2021 for Mr. Zipper related to The Learning House acquisition 3Fiscal year 2023 values include year two of the FY22 PSUs, year one of the FY23 PSUs and the full RSUs granted in fiscal year 2023 under the Company’s 2014 Key Employee Stock Plan. Maximum payout of the PSUs are 200% of target and will only occur if the Company reaches preset outstanding levels of performance. See the Grants of Plan-Based Awards Table for the payout range for PSUs. To calculate the fair value of the awards, the market price on the date of grant is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, “Compensation – Stock Compensation” 4Fiscal year 2022 values Include the premium non-qualified stock options granted in fiscal year 2022 under the Company’s 2014 Key Employee Stock Plan. The assumptions used to calculate the value of the awards is used in accordance with the FASB ASC Topic 718, Stock Compensation. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K for the assumptions used in determining FAS ASC Topic 718, “Compensation – Stock Compensation” 5The total annual incentive for fiscal year 2023 was funded based on the achievement of pre-established corporate revenue and operating income targets approved by the Compensation Committee. Allocation to Mr. Napack, Ms. Van Tassell and Mr. Matin was based on corporate funding, and the achievement of strategic objectives that are designed to drive improved performance for the Company. For Messrs. Zipper and Flynn, funding was based on the financial performance of their respective business segments, and the achievement of their strategic objectives

  67. Summary Compensation Table

    | 56 | | 2023 Proxy Statement |

  68. Summary Compensation Table

    6Non-qualified deferred compensation earnings representing the market fluctuation on account balances based on the investment funds 7All Other Compensation consists of the following in fiscal year 2023: ■Employer contributions to the Company 401(k) Plan and NQDC Plan for Mr. Napack, Ms. Van Tassell, and Messrs. Matin, Zipper, and Flynn, are valued at $109.5K, $60.4K, $62.1K, $33.6K, and $44.2K, respectively ■Perquisites (financial planning, health club membership fees, parking benefits) for Mr. Napack, Ms. Van Tassell, and Messrs. Matin, Zipper and Flynn, valued at $19.7K, $18.1K, $17.5K, $10.5K, and $17.5K, respectively ■Charitable donations pursuant to the Company’s Matching Gift Program paid to charities on behalf of Mr. Napack and Ms. Van Tassell in the amounts of $250 and $6.0K, respectively 8 For Ms. Van Tassell, compensation amounts are reported only for fiscal years 2023 and 2022 as she joined the Company effective as of November 22, 2021 and began serving as a named executive officer in 2022. 9 For Mr. Flynn, compensation amounts are reported only for fiscal year 2023 as this is his first year serving as a named executive officer of the Company.

  69. Summary Compensation Table

    | 2023 Proxy Statement | | 57 |

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  71. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock Units (3) | Grant Date Fair Value of Stock and Option Awards ($000s)(4) | | Executive | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brian A. | 6/20/2022 | $709 | $1,418 | $4,253 | — | — | — | — | — | | Napack | 6/22/2022 | — | — | — | 5,916 | 11,832 | 23,664 | — | $544.2 | | CEO | 6/22/2022 | — | — | — | — | — | — | 31,084 | $1,429.6 | | | 6/22/2022 | — | — | — | 7,771 | 15,542 | 31,084 | — | $714.8 | | Christina | 06/20/2022 | $325 | $650 | $1,950 | — | — | — | — | — | | Van Tassell | 06/22/2022 | — | — | — | 2,393 | 4,786 | 9,572 | — | $220.1 | | CFO | 06/22/2022 | — | — | — | — | — | — | 10,634 | $489.1 | | | 06/22/2022 | — | — | — | 2,659 | 5,317 | 10,634 | — | $244.5 | | Aref Matin | 6/20/2022 | $230 | $460 | $1,380 | — | — | — | — | — | | CTO | 6/22/2022 | — | — | — | 1,890 | 3,780 | 7,560 | — | $173.8 | | | 6/22/2022 | — | — | — | — | — | — | 9,407 | $432.6 | | | 6/22/2022 | — | — | — | 2,352 | 4,703 | 9,406 | — | $216.3 | | Todd R. | 6/20/2022 | $213 | $425 | $1,275 | — | — | — | — | — | | Zipper | 6/22/2022 | — | — | — | 1,746 | 3,492 | 6,984 | — | $160.6 | | GM, Talent | 6/22/2022 | — | — | — | — | — | — | 8,691 | $399.7 | | | 6/22/2022 | — | — | — | 2,173 | 4,345 | 8,690 | — | $199.8 | | James J. | 6/20/2022 | $230 | $460 | $1,380 | — | — | — | — | — | | Flynn II | 6/22/2022 | — | — | — | 625 | 1,249 | 2,498 | — | $57.4 | | GM, Research | 6/22/2022 | — | — | — | — | — | — | 6,227 | $286.4 | | | 6/22/2022 | — | — | — | 1,557 | 3,113 | 6,226 | — | $143.2 |

  72. Grants of Plan-Based Awards

    1Represents the annual incentives for fiscal year 2023 that are based on achievement of financial goals and strategic objectives. Targets and relative weighting of revenue and adjusted operating income, as well as the threshold, target and outstanding levels of performance were approved by the Compensation Committee for the fiscal year. Strategic objectives, including business segment results for business segment leaders, are designed to drive improved performance for the Company in the current and future fiscal years. Actual annual incentive payouts for fiscal year 2023 are indicated the Summary Compensation Table. 2For fiscal year 2023, NEOs received 60% of their targeted long-term incentive in the form of PSUs under the ELTIP, with payout based on the average attainment of annual results for three years. The values in these columns represent one-third of the PSU awards granted for the fiscal year 2022-24 cycle and one-third of the PSU awards granted for the fiscal year 2023-25 cycle, pursuant to the 2014 Key Employee Stock Plan. Financial performance measures and relative weighting of each performance measure, as well as the threshold, target and outstanding levels of performance were approved by the Compensation Committee for the second year of the FY22 PSUs and the first year of the FY23 PSUs. Corporate EBITDA and corporate revenue were the performance measures used, equally weighted. No long-term incentive is payable unless the threshold performance level is reached for one of the performance measures. Earned performance share units for the FY23 PSU cycle vest 100% on June 30, 2025. Dividend equivalents are not paid during the performance period. 3For fiscal year 2023, NEOs received 40% of their targeted long-term incentive in the form of RSUs under the ELTIP, pursuant to the 2014 Key Employee Stock Plan. RSUs vest 25% per year over four years, on April 30, beginning one year following

  73. Grants of Plan-Based Awards

    | 58 | | 2023 Proxy Statement |

  74. Grants of Plan-Based Awards

    grant. For Messrs. Napack and Mr. Matin, dividend equivalents are paid on RSU awards made under the 2014 Key Employee Stock Plan, until the shares vest. 4The grant date fair value of the PSUs, RSUs and stock options is computed in accordance with FASB ASC Topic 718, Stock Compensation. The grant date fair value of the PSUs and RSUs is based on a $45.99 stock price. The fair value disclosed in this column for the PSUs represents the total fair value of those awards at the target level. Refer to Notes 2 and 18 in the Notes to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K for the assumptions made in determining FASB ASC Topic 718, “Compensation – Stock Compensation”.

  75. Grants of Plan-Based Awards

    | 2023 Proxy Statement | | 59 |

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of May 1, 2023 .

  77. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Vested Options (#) | Number of Securities Underlying Unexercised Unvested Options (#) | Option Exercise Price ($)(a) | Option Expiration Date(b) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights that have not Vested ($000s)(c) | | Brian A. Napack | 6,000 | 14,000 | $63.07 | 6/23/2031 | 8,425(1) | $321.9 | 11,832 | $452.1(5) | | CEO | — | — | — | — | 60,637(2) | $2,316.9 | 15,542 | $593.9(6) | | | — | — | — | — | 11,833(3) | $452.1 | — | — | | | — | — | — | — | 23,313(4) | $890.8 | — | — | | Christina Van Tassell | 6,000 | 14,000 | $63.07 | 11/22/2031 | 4,786(3) | $182.9 | 4,786 | $182.9(5) | | CFO | — | — | — | — | 7,976(4) | $304.8 | 5,317 | $203.2(6) | | | — | — | — | — | 11,964(7) | $457.1 | — | — | | Aref Matin | 6,000 | 14,000 | $63.07 | 6/23/2031 | 1,908(1) | $72.9 | 3,780 | $144.4(5) | | CTO | — | — | — | — | 13,733(2) | $524.7 | 4,703 | $179.7(6) | | | — | — | — | — | 3,780(3) | $144.4 | — | — | | | — | — | — | — | 7,056(4) | $269.6 | — | — | | | — | — | — | — | 9,811(8) | $374.9 | — | — | | Todd Zipper | 6,000 | 14,000 | $63.07 | 6/23/2031 | 2,633(1) | $100.6 | 3,492 | $133.4(5) | | GM, WES | — | — | — | — | 18,395(2) | $702.9 | 4,345 | $166.0(6) | | | — | — | — | — | 3,492(3) | $133.4 | — | — | | | — | — | — | — | 6,519(4) | $249.1 | — | — | | James J. Flynn II | 6,000 | 14,000 | $63.07 | 9/27/2031 | 932(1) | $35.6 | 1,249 | $47.7(5) | | GM, Research | 1,300 | — | $59.70 | 6/23/2024 | 6,617(2) | $252.8 | 3,113 | $118.9(6) | | | 743 | — | $55.99 | 6/23/2025 | 1,249(3) | $47.7 | — | — | | | — | — | — | — | 4,671(4) | $178.5 | — | — |

  78. Outstanding Equity Awards at Fiscal Year-End

    aThe exercise price of stock options granted in fiscal year 2022 was set at a price 10% (or 14% for Ms. Van Tassell) above the fair market value of the stock on the date of grant bStock options have a term of 10 years. Stock options continue to vest and can be exercised for a period following retirement, but no later than the expiration of the option cBased on the May 1, 2023 closing market price of common stock of $38.21 1Remaining 25% of RSUs granted in fiscal year 2021 vest on April 30, 2024 2Earned PSUs granted in fiscal year 2021 vested 100% on June 30, 2023 3Remaining 50% of RSUs granted in fiscal year 2022 vest 25% on April 30, 2024 and 25% on April 30, 2025 4Remaining 75% of RSUs granted in fiscal year 2023 vest 25% on April 30, 2024, 25% on April 30, 2025 and 25% on April 30, 2026

  79. Outstanding Equity Awards at Fiscal Year-End

    | 60 | | 2023 Proxy Statement |

  80. Outstanding Equity Awards at Fiscal Year-End

    5Second third of PSUs granted in fiscal year 2022, if earned, will vest 100% on June 30, 2024 6First third of PSUs granted in fiscal year 2023, if earned, will vest 100% on June 30, 2025 7Remaining half of sign-on RSUs granted in fiscal year 2022 will vest on November 22, 2023 8Remaining one-third of sign-on RSUs granted in fiscal year 2019 vested on May 21, 2023

  81. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  82. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($000s) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($000s)2 | | Brian A. Napack (CEO) | — | — | 65,284 | $2,837.9 | | Christina Van Tassell (CFO) | — | — | 17,015 | $761.4 | | Aref Matin (CTO) | — | — | 26,252 | $1,212.7 | | Todd R. Zipper (GM, Talent) | — | — | 6,550 | $250.3 | | James J. Flynn II (GM, Research) | — | — | 17,884 | $764.0 |

  83. Option Exercises and Stock Vested

    1 Includes: ■The PSUs earned for the fiscal year 2020-22 performance cycle (Messrs. Napack, Matin and Flynn) ■The last quarter of the RSUs granted in fiscal year 2020 (Messrs. Napack, Matin and Flynn) ■The third quarter of the RSUs granted in fiscal year 2021 (Messrs. Napack, Matin, Zipper and Flynn) ■The second quarter of the RSUs granted in fiscal year 2022 (Messrs. Napack, Matin, Zipper, Flynn, and Ms. Van Tassell) ■The first quarter of the RSUs granted in fiscal year 2023 (Messrs. Napack, Matin, Zipper, Flynn. and Ms. Van Tassell) ■For Mr. Matin, the second third of the sign-on RSUs granted in fiscal year 2019 ■For Mr. Flynn, the supplemental RSUs granted in fiscal year 2020 ■For Ms. Van Tassell, the first half of the sign-on RSUs granted in fiscal year 2022 2The value realized on the vesting of earned PSUs and RSUs represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A Common Stock on the dates of vesting.

  84. Option Exercises and Stock Vested

    | 2023 Proxy Statement | | 61 |

  85. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  86. Non-Qualified Deferred Compensation

    | All data in ($000s) | | | | | | | Executive | Executive Contributions in Fiscal Year 2023 ($) | Registrant Contributions in Fiscal Year 2023 ($) | Aggregate Earnings in Fiscal Year 2023 ($) | Aggregate Withdrawals/ Distributions Fiscal Year 2023 ($) | Aggregate Balance at 2023 Fiscal Year End ($) | | Brian A. Napack (CEO) | $21.3 | $96.2 | $11.3 | — | $506.8 | | Christina Van Tassell (CFO) | $42.0 | $46.2 | $2.9 | — | $76.1 | | Aref Matin (CTO) | $469.0 | $49.0 | $92.8 | — | $3,099.4 | | Todd R. Zipper (GM, WES) | — | $20.5 | $74.0 | — | $1,880.1 | | James J. Flynn II (GM, Research) | $57.9 | $29.9 | $17.3 | — | $49.6 |

  87. Non-Qualified Deferred Compensation

    Participants in the Company’s the NQDC Plan may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the 401(k) Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 4.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the 401(k) Plan, the Company may make discretionary contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan. Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election and NQDC Plan rules. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are available in a lump sum or annual installments over up to 15 years. Amounts included in the Executive Contributions in Fiscal Year 2023 ($) are included in the Summary Compensation table Salary and Non-Equity Incentive Compensation columns. Amounts included in the Aggregate Earnings in Fiscal Year 2023 ($) are included in the Summary Compensation table Change in Pension Value and Non-Qualified Deferred Compensation Earnings column. The Company has selected various mutual funds and a fixed rate fund that executives can choose to enroll. Mutual fund selections may be changed at any time and these fund lineups rates of return are calculated based on the applicable Morningstar rates of return. The fixed rate fund can be selected by executives on an annual basis and the rate of return is chosen at the discretion of Wiley.

  88. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following tables present the estimated payments and benefits that would have been payable as of the end of fiscal year 2023 to each NEO in the event of: ■voluntary termination of employment ■involuntary termination of employment without cause, or constructive discharge (absent a change in control)

  89. Potential Payments upon Termination or Change in Control

    | 62 | | 2023 Proxy Statement |

  90. Potential Payments upon Termination or Change in Control

    ■involuntary termination of employment without cause, or constructive discharge (following a change in control) ■termination of employment due to death or permanent disability Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s termination of employment was on April 30, 2023, the last day of fiscal year 2023, using the closing price of our Common Stock on May 1, 2023 ($38.21 per share).

  91. Potential Payments upon Termination or Change in Control

    | Brian A. Napack | | | | | | All data in ($000s) | | | | | | | Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) | Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $1,890.0 | $1,890.0 | — | | Severance – Annual Incentive | — | — | $2,835.0 | — | | Target Annual Incentive | — | $1,417.5 | $1,417.5 | $1,417.5 | | ELTIP – Restricted Performance Share Units | — | $1,498.1 | $3,138.0 | $1,498.1 | | Performance Share Units Earned but Not Vested | — | $2,316.9 | $2,316.9 | $2,316.9 | | Restricted Share Units (Time based) | — | — | $1,664.8 | $1,664.8 | | Stock Options | — | — | — | — | | Benefits | — | $83.3 | $83.3 | — | | Non-Qualified Deferred Compensation | $506.8 | $506.8 | $506.8 | $506.8 | | Total | $506.8 | $7,712.6 | $13,852.3 | $7,404.1 |

  92. Potential Payments upon Termination or Change in Control

    | Christina Van Tassell | | | | | | All data in ($000s) | | | | | | | Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) | Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $650.0 | $975.0 | — | | Severance – Annual Incentive | — | — | $975.0 | — | | Target Annual Incentive | — | $650.0 | $650.0 | $650.0 | | ELTIP – Restricted Performance Share Units | — | $568.9 | $1,158.1 | $568.9 | | Performance Share Units Earned but Not Vested | — | — | — | — | | Restricted Share Units (Time based) | — | $457.1 | $944.8 | $944.8 | | Stock Options | — | — | — | — | | Benefits | — | $35.0 | $41.8 | — | | Non-Qualified Deferred Compensation | $76.1 | $76.1 | $76.1 | $76.1 | | Total | $76.1 | $2,437.1 | $4,820.9 | $2,239.8 |

  93. Potential Payments upon Termination or Change in Control

    | 2023 Proxy Statement | | 63 |

  94. Potential Payments upon Termination or Change in Control

    | Aref Matin | | | | | | All data in ($000s) | | | | | | | Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) | Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $460.0 | $690.0 | — | | Severance – Annual Incentive | — | — | $690.0 | — | | Target Annual Incentive | — | $460.0 | $460.0 | $460.0 | | ELTIP – Restricted Performance Share Units | — | $468.6 | $972.4 | $468.6 | | Performance Share Units Earned but Not Vested | — | $524.7 | $524.7 | $524.7 | | Restricted Share Units (Time based) | — | $374.9 | $861.8 | $861.8 | | Stock Options | — | — | — | — | | Benefits | — | $37.5 | $45.6 | — | | Non-Qualified Deferred Compensation | $3,099.4 | $3,099.4 | $3,099.4 | $3,099.4 | | Total | $3,099.4 | $5,425.0 | $7,343.8 | $5,414.5 |

  95. Potential Payments upon Termination or Change in Control

    | Todd R. Zipper | | | | | | All data in ($000s) | | | | | | | Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) | Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $425.0 | $637.5 | — | | Severance – Annual Incentive | — | — | $637.5 | — | | Target Annual Incentive | — | $425.0 | $425.0 | $425.0 | | ELTIP – Restricted Performance Share Units | — | $432.9 | $898.5 | $432.9 | | Performance Share Units Earned but Not Vested | — | $702.9 | $702.9 | $702.9 | | Restricted Share Units (Time based) | — | — | $483.1 | $483.1 | | Stock Options | — | — | — | — | | Benefits | — | $21.2 | $21.2 | — | | Non-Qualified Deferred Compensation | $1,880.1 | $1,880.1 | $1,880.1 | $1,880.1 | | Total | $1,880.1 | $3,887.1 | $5,685.8 | $3,924.0 |

  96. Potential Payments upon Termination or Change in Control

    | 64 | | 2023 Proxy Statement |

  97. Potential Payments upon Termination or Change in Control

    | James J. Flynn II | | | | | | All data in ($000s) | | | | | | | Voluntary Termination of Employment | Involuntary Termination of Employment without Cause, or Constructive Discharge (absent CoC) | Involuntary Termination of Employment without Cause, or Constructive Discharge (following CoC) | Termination of Employment Due to Death or Permanent Disability | | Severance – Base Salary | — | $460.0 | $690.0 | — | | Severance – Annual Incentive | — | — | $690.0 | — | | Target Annual Incentive | — | $460.0 | $460.0 | $460.0 | | ELTIP – Restricted Performance Share Units | — | $214.4 | $500.1 | $214.4 | | Performance Share Units Earned but Not Vested | — | $252.8 | $252.8 | $252.8 | | Restricted Share Units (Time based) | — | — | $261.8 | $261.8 | | Stock Options | — | — | — | — | | Benefits | — | $23.6 | $24.8 | — | | Non-Qualified Deferred Compensation | $496.2 | $496.2 | $496.2 | $496.2 | | Total | $496.2 | $1,907.0 | $3,375.7 | $1,685.2 |

  98. Potential Payments upon Termination or Change in Control

    The amounts reported in these tables are estimated amounts based on current compensation levels, the terms of the Executive Severance Plan, Actual payments and benefits will depend on the circumstances and timing of any termination of employment or other triggering event. The tables do not include base salary and stock awards earned based on employment through April 30, 2023. All of the payments and benefits described would be contingent upon the NEO signing a release and waiver; and securing restrictive covenants such as non-compete and non-solicitation. As illustrated in the tables above, the NEOs are covered by the Executive Severance Policy which provides for the following: In the event of involuntary termination of employment without cause, or constructive discharge, absent a change in control: ■Severance – base salary: Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 12 months ■Annual Incentive: If NEO is active for nine months of the fiscal year, prorated incentive payable based on actual performance ■Performance Share Units: Prorated participation, payable at the end of the cycles once performance has been determined and approved ■Restricted Share Units: Accelerated vesting of sign-on RSUs grants for Ms. Van Tassell and Mr. Matin ■Stock Options: Vested stock options may be exercised for up to 90 days ■Company-paid health insurance: Matches the NEO's respective severance period, but not to exceed 18 months

  99. Potential Payments upon Termination or Change in Control

    | 2023 Proxy Statement | | 65 |

  100. Potential Payments upon Termination or Change in Control

    ■Non-Qualified Deferred Compensation: Paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file and age as of termination of employment In the event of involuntary termination of employment without cause, or constructive discharge, following a change in control: ■Severance - base salary: Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 18 months ■Severance - annual target incentive: Mr. Napack – 24 months; Ms. Van Tassell and Messrs. Matin, Zipper and Flynn – 18 months ■Annual Incentive: Prorated target incentive ■Performance Share Units: Accelerated vesting of awards at the target level ■Restricted Share Units: Accelerated vesting of awards ■Stock Options: Accelerated vesting of awards which may be exercised for up to 90 days ■Company-paid health insurance: 18 months ■Non-Qualified Deferred Compensation: Payment of the current balance seven months after termination of employment Upon a change in control as defined under the 2022 Omnibus Stock Plan and Long-Term Incentive Plan: ■Double-trigger vesting of equity will apply in cases where the acquiring company is a publicly traded company, and that company assumes or replaces the outstanding equity ■There are no excise tax “gross-ups” A change in control shall mean an event if there is: ■a change in the ownership of the Company; ■a change in the effective control of the Company; or ■a change in the ownership of a substantial portion of the assets of the Company For purposes of this definition, a change in the ownership occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. A change in the effective control occurs on the date in which either: ■a person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v) (B)), acquires ownership of stock possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or; ■a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder.

  101. Potential Payments upon Termination or Change in Control

    | 66 | | 2023 Proxy Statement |

  102. Potential Payments upon Termination or Change in Control

    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 in control shall be based on objective facts and in accordance with the requirements of Code Section 409A and the regulations promulgated thereunder. As summarized in the tables above, the NEOs would receive the following in the event of termination of employment due to death or permanent disability: ■Annual Incentive: Committee has discretion to approve full incentive payable based on actual performance. The tables above show target incentive as of the end of the fiscal year ■Performance Share Units: Prorated participation, payable at the end of the cycles once performance has been determined and approved ■Restricted Share Units: Accelerated vesting of awards ■Stock Options: Accelerated vesting of awards which may be exercised for up to 90 days ■Non-Qualified Deferred Compensation: Paid as a lump sum or in approximately equal installments over up to 15 years per employee’s election on file and age as of termination of employment

  103. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of the Company’s CEO to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For fiscal year 2023, the median annual total compensation of all employees of the Company (other than the CEO) was $54,255. Mr. Napack’s annual total compensation for fiscal year 2023 for purposes of the Pay Ratio Disclosure was $4,376,603. Based on this information, for fiscal year 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 81 to 1.

  104. CEO Pay Ratio

    | 2023 Proxy Statement | | 67 |

  105. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with Item 402(v) of SEC Regulation S-K, we provide the following disclosure regarding executive compensation from the Summary Compensation Table and adjusted to reflect Compensation Actually Paid ("CAP") for Brian A. Napack, the Company's CEO and principal executive officer ("PEO"), and average of the Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  106. Pay Versus Performance Disclosure

    | Year (a) | Summary Compensation Table Total for PEO1($000) (b) | Compensation Actually Paid to PEO1,2,3 ($000) (c) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($000) (d) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($000) (e) | Value of Initial Fixed $100 Investment based on:4 | | Net Income (GAAP) ($ Millions)5 (h) | Adjusted Revenue ($ Millions)6 (i) | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | 2023 | $4,376.6 | $1,792.2 | $1,597.7 | $858.2 | $112.7 | $140.1 | $17.2 | $2,080 | | 2022 | $4,948.2 | $3,889.3 | $2,726.6 | $2,279.7 | $143.7 | $148.1 | $148.3 | $2,069 | | 2021 | $7,339.2 | $10,720.7 | $2,706.9 | $3,481.8 | $156.8 | $166.6 | $148.3 | $1,914 |

  107. Pay Versus Performance Disclosure

    1Brian A. Napack was our CEO and PEO for each of the three fiscal years presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  108. Pay Versus Performance Disclosure

    | 68 | | 2023 Proxy Statement |

  109. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | | John A. Kritzmacher | John A. Kritzmacher | Christina Van Tassell | | Todd R. Zipper | Christina Van Tassell | Aref Matin | | Matthew S. Kissner | Aref Matin | Todd R. Zipper | | Judy K. Verses | Todd R. Zipper | James J. Flynn II | | | Matthew H. Leavy | |

  110. Pay Versus Performance Disclosure

    2The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and other non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the average of the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

  111. Pay Versus Performance Disclosure

    | | 2023 | | 2022 | | 2021 | | | | PEO ($000) | Average Non-PEO NEOs ($000) | PEO ($000) | Average Non-PEO NEOs ($000) | PEO ($000) | Average Non-PEO NEOs ($000) | | Summary Compensation Table Total | $4,376.6 | $1,597.7 | $4,948.2 | $2,726.6 | $7,339.2 | $2,706.9 | | Less Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $2,688.5 | $755.9 | $2,271.4 | $1,138.0 | $4,039.4 | $1,144.6 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $1,340.6 | $376.9 | $1,608.3 | $745.5 | $4,891.7 | $1,376.5 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $(1,168.8) | $(347.2) | $(656.5) | $(135.2) | $1,692.7 | $327.3 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $296.9 | $83.5 | $316.5 | $182.1 | $479.7 | $145.9 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | $(364.6) | $(96.9) | $(55.8) | $9.9 | $356.7 | $69.7 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | — | — | $111.1 | — | — | | Compensation Actually Paid | $1,792.2 | $858.2 | $3,889.3 | $2,279.7 | $10,720.7 | $3,481.8 |

  112. Pay Versus Performance Disclosure

    4TSR provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Dow Jones Publishing Index used in the 10-K performance graph pursuant to Item 201(e) of Regulation S-K, for the period from April 30, 2021 to April 30, 2023. Cumulative total return assumes $100 invested on April 30, 2020 and reinvestment of dividends throughout the period. 5Net Income in Fiscal Year 2023: The Company recorded a non-cash goodwill impairment charge of $100 million, or $1.77 per share, for our Education Services and University Services businesses. For the full year, the Company recorded restructuring charges totaling $49 million, or $0.66 per share, related to targeted headcount reductions and real estate consolidation. 6Our Company-selected measure is adjusted revenue, included as a financial measure in both our annual incentive plan and long-term incentive plan. GAAP revenue is adjusted to exclude the effects of foreign exchange rates versus planned rates and contributions from acquisitions made during the year in accordance with the adjustment mechanics approved at the beginning of the performance period.

  113. Pay Versus Performance Disclosure

    | 2023 Proxy Statement | | 69 |

  114. Pay Versus Performance Disclosure

    Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Dow Jones Publishing Index TSR, as well as the relationship between CAP and our TSR for the PEO and the average of the Non-PEO NEOs for the applicable reporting year. Relationship between CAP and Net Income. The graph below illustrates the relationship between CAP and Net Income for the PEO and the average of the Non-PEO NEOs for the applicable reporting year.

  115. Pay Versus Performance Disclosure

    | 70 | | 2023 Proxy Statement |

  116. Pay Versus Performance Disclosure

    Relationship between CAP and Adjusted Revenue. The graph below illustrates the relationship between CAP and Adjusted Revenue for the PEO and the average of the Non-PEO NEOs for the applicable reporting year.