DEF 14A of John Wiley & Sons, Inc.
Filed Aug 14, 2024 · FY20240000107140-24-000176
Director Nominees
Director Nominees There are ten (10) director nominees for election this year. 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. Kissner and Wiley, are independent under the applicable rules of the New York Stock Exchange ("NYSE"). Unless contrary instructions are indicated or a 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 on 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, 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 Wiley, Christina Van Tassell and Deirdre 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
Director Nominees
| 2024 Proxy Statement | | 9 |
Director Nominees
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.
Director Biographies
Director Biographies Directors to be Elected by Class A Shareholders and their Qualifications
Director Biographies
| Beth A. Birnbaum | 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 Corporation (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, where she led product management, user experience and design during GrubHub's growth from a startup to a public company. She currently serves on the Board of Directors of Root, Inc. (Nasdaq: ROOT), the parent company of Root Insurance Company. Ms. Birnbaum also serves on the board of several private companies, including Bridge Legal Holdings, Inc., Fandom Inc., and Recycle Track Systems, Inc. She also serves on the board of non-profit Forterra NW and as a trustee of Partners In Health. Ms. Birnbaum is Diligent Climate Leadership Certified. | | | | | | | Age: 52 Director Since: 2018 Wiley Committees: ▪Digital Product and Technology Committee (Chair) ▪Governance Committee | Current Outside Directorships: ▪Bridge Legal Holdings, LLC ▪Fandom Inc. ▪Forterra NW ▪Partners In Health ▪Recycle Track Systems, Inc. ▪Root, Inc. (NASDAQ: ROOT) | Former Directorships Held During the Past Five Years: ▪Foodee Media, Inc. (2021) ▪GawkBox, Inc. (2019) ▪Ripl, Inc. (2022) | | Skills & Qualifications: | | |
Director Biographies
| 10 | | 2024 Proxy Statement |
Director Biographies
| Brian O. Hemphill | 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. 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. In his role as President of ODU, Dr. Hemphill serves on various boards and commissions. He also serves on the boards of Jefferson Science Associates, LLC and Preston Hollow Community Capital. | | | | | | | Age: 54 Director Since: 2022 Wiley Committees: ▪Digital Product and Technology Committee ▪Governance Committee | Current Outside Directorships: ▪Greater Norfolk Corporation ▪Hampton Roads Maritime Collaborative for Growth & Innovation ▪Hampton Roads Biomedical Research Consortium ▪Hampton Roads Chamber of Commerce ▪Jefferson Science Associates, LLC ▪ODU Board of Trustees: Educational Foundation, Research Foundation, Athletic Foundation, and Real Estate ▪Preston Hollow Community Capital | Former Directorships Held During the Past Five Years: ▪American Association of State Colleges and Universities (AASCU) (2023) ▪Carilion New River Valley Medical Center (2021) ▪Genedge (2022) ▪Roanoke Higher Education Center (2021) ▪Southwest Virginia Higher Education Center (2021) ▪The Lebron James Family Foundation I Promise Institute Bureau (2023) | | Skills & Qualifications: | | |
Director Biographies
| 2024 Proxy Statement | | 11 |
Director Biographies
| Inder M. Singh | 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 is currently a member of the Board of Directors of IonQ (NYSE: IONQ), Axelera AI, ICEYE, and the advisory board of Resonance. He has advised startups as a member of Columbia University's Entrepreneurship Advisory Board and Engineering Development Council. He has also participated as a project advisor for the U.S. Department of Homeland Security and other agencies on national security and critical infrastructure matters. | | | | | | | Age: 65 Director Since: 2021 Wiley Committees: ▪Audit Committee ▪Digital Product & Technology Committee | Current Outside Directorships: ▪Axelera AI ▪IonQ (NYSE: IONQ) ▪ICEYE ▪Resonance | Former Directorships Held During the Past Five Years: ▪Affinity Federal Credit Union | | Skills & Qualifications: | | |
Director Biographies
| 12 | | 2024 Proxy Statement |
Director Biographies
Directors to be Elected by Class B Shareholders and their Qualifications
Director Biographies
| Mari J. Baker | Ms. Baker has over 20 years of board service in public, private and non-profit environments. She is an experienced general manager and business leader, and 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. Ms. Baker also currently serves on the board of Blue Shield of California, where she chairs the Audit Committee. | | | | | | | Age: 59 Director Since: 2011 Wiley Committees: ▪Governance Committee (Chair) ▪Executive Compensation and Development Committee | Current Outside Directorships: ▪Blue Shield of California | Former Directorships Held During the Past Five Years: ▪Healthline, Inc. (2020) ▪GoShip, Inc. (2023) ▪Quicken, Inc. (2021) | | Skills & Qualifications: | | |
Director Biographies
| 2024 Proxy Statement | | 13 |
Director Biographies
| George D. Bell, Jr. | 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 experience and insights in technological advancement and operations. 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. Mr. Bell serves on the boards of several private companies, including Later (formerly Mavrck) and the Association of College and University Educators. He also serves on the boards of several non-profit organizations, including the Gulf of Maine Research Institute and Squash Busters. | | | | | | | Age: 67 Director Since: 2014 Wiley Committees: ▪Executive Compensation and Development Committee (Chair) ▪Audit Committee | Current Outside Directorships: ▪Association of College and University Educators ▪Gulf of Maine Research Institute ▪Later (formerly Mavrck) ▪Squash Busters ▪Trust for Public Land | Former Directorships Held During the Past Five Years: ▪Angie's List (2020) ▪Care.com, Inc. (2020) ▪Helpsy (2023) ▪Material Bank (2024) ▪Place IQ (2021) | | Skills & Qualifications: | | |
Director Biographies
| 14 | | 2024 Proxy Statement |
Director Biographies
| David C. Dobson | 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. | | | | | | | Age: 62 Director Since: 2017 Wiley Committees: ▪Executive Compensation and Development Committee ▪Executive Committee | Current Outside Directorships: ▪Epiq | Former Directorships Held During the Past Five Years: ▪Digital River (2019) ▪Versapay (2020) | | Skills & Qualifications: | | |
Director Biographies
| 2024 Proxy Statement | | 15 |
Director Biographies
| Matthew S. Kissner | Mr. Kissner was appointed the President and CEO of the Company effective July 8, 2024. Prior to Mr. Kissner's appointment, he served as interim President and CEO from October 2023 to July 2024 and as Director since October 2023. He also served as a Group Executive at the Company from 2019 through 2021 and provided transition and subsequently consulting services from 2021 to immediately prior to his appointment as interim CEO in October 2023. Mr. Kissner also was a director of the Company from 2003 to 2019, serving as the first non-Wiley family member as Chair from 2015 to 2019. He also served as an interim President and CEO of Wiley from May 2017 to December 2017. Mr. Kissner is a former Executive Vice President and Group President of Pitney Bowes and has held leadership positions at Banker's Trust, Citigroup, and Morgan Stanley. Additionally, Mr. Kissner has been an Operating Partner working with Private Equity Firms, where he served as an Executive Chairman and a Director of a number of businesses. | | | | | | | Age: 70 Director Since: 2003-2019; 2023* Wiley Committees: ▪None | Current Outside Directorships: ▪Regional Plan Association | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: | | |
Director Biographies
*Mr. Kissner served as a director from 2003 through 2019. He was appointed as a director again in October, 2023.
Director Biographies
| 16 | | 2024 Proxy Statement |
Director Biographies
| Raymond W. McDaniel, Jr. | Mr. McDaniel is a seasoned non-executive director, having served as the non-executive Chair of the Board of Directors of Moody's Corporation from 2021 to 2023 and Chair from 2005 to 2012 and a member of the board from 2003 to 2023. Mr. McDaniel is also a global leader with extensive strategic and operational knowledge in a highly regulated financial services environment and 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 through 2020 as well as held additional roles in senior leadership, including as President and Chief Operating Officer of Moody's Corporation. Mr. McDaniel serves on the board of directors of Raymond James Financial (NYSE: RJF) and as a Trustee on the Muhlenberg College Board. | | | | | | | Age: 66 Director Since: 2005 Wiley Committees: ▪Audit Committee (Chair) ▪Executive Committee | Current Outside Directorships: ▪Muhlenberg College ▪Raymond James Financial (NYSE: RJF) | Former Directorships Held During the Past Five Years: ▪Moody's Corporation (2023) (NYSE: MCO) | | Skills & Qualifications: | | |
Director Biographies
| 2024 Proxy Statement | | 17 |
Director Biographies
| William J. Pesce | 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 served as Wiley's 10th President and Chief Executive Officer for 13 years from 1998 to 2011, when he retired after nearly 22 years. 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. | | | | | | | Age: 73 Director Since: 1998 Wiley Committees: ▪Executive Committee (Chair) | Current Outside Directorships: ▪William Paterson University ▪Pesce Family Ventures, LLC | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: | | |
Director Biographies
| 18 | | 2024 Proxy Statement |
Director Biographies
| Jesse C. Wiley | Mr. Wiley is a 7th generation member of the Wiley family and brings to the Board deep knowledge and appreciation of the contributions Wiley makes to research, learning and knowledge. His alignment with shareholder and stakeholder interests makes Mr. Wiley an important part of the Board’s governance processes along with a majority of independent directors. 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 and platforms and new product and business development, partnerships and global business and M&A. Mr. Wiley was elected Chair of the Board of Directors of Wiley in 2019, having served as a director since 2012. Prior to being elected as Chair, Mr. Wiley had been an employee since 2003. Before becoming Chair, Mr. Wiley worked in Wiley's Research division on business development, including building partnerships with academic and professional societies, and in China. Previously he worked in corporate M&A and strategy development, international business development, digital and new business initiatives, and product development. Prior to that, he worked as a marketer and editor of professional books and products. | | | | | | | Age: 54 Director Since: 2012 Wiley Committees: ▪None | Current Outside Directorships: ▪None | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: | | |
Director Biographies
| 2024 Proxy Statement | | 19 |
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. 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 Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key members of management 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.
The Board’s Oversight of Risk Management
Oversight of Compensation Risk The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will drive Company performance and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Compensation Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company. The following is a description of both the Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques. The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate thresholds and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on the behaviors it is seeking to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary or special items excluded in the evaluation of performance, as permitted by the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (i.e., the shareholder plans). Such information assists the Compensation Committee to understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may apply discretion if they believe the level of compensation is not commensurate with performance. The following compensation policies and practices serve to reduce the likelihood of excessive risk taking: ■The Compensation Committee approves incentive financial targets and results. ■Clawback provisions are in place in case of restatement of financial results. ■Stock ownership and retention guidelines are in place for senior officers. ■The Committee receives advice and counsel from an outside compensation consultant. ■Financial incentive measures are aligned with operating and strategic plans. ■A significant portion of our annual and long-term incentives are based on profitability, ensuring a correlation between pay and performance. ■Annual and long-term incentive plans for executive officers have a maximum payout of three and two times the target amount, respectively. ■Pay mix balances short-term and long-term performance. ■The majority of compensation for senior executives is delivered in long-term incentives. ■Focus on performance share units in the long-term plan ensures alignment with shareholders. We are confident that our compensation program rewards for performance is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 52.
Director Compensation
Director Compensation Highlights of our Director Compensation Program ■No fees for Board meeting attendance ■Emphasis on equity, aligning director interests with shareholders ■Benchmarking against peers with advice from an independent compensation consultant ■Robust director stock ownership guidelines Each non-management director is compensated for service on the Board of Directors. The Governance Committee and the Board review the director compensation program annually. As part of the annual review, management engages FW Cook to conduct a director compensation analysis. FW Cook provides director compensation data for the Company’s peer group used to benchmark director compensation.
Director Compensation
| Additional Annual Cash Retainers | | | Board Chair | $150,000 | | Committee Chairs | | | Audit | $30,000 | | Compensation | $20,000 | | Governance | $15,000 | | Technology | $15,000 | | Executive | $15,000 |
Director Compensation
Directors’ Cash Compensation Fiscal Year 2024 In fiscal year 2024, our non-management directors received an annual cash retainer of $100,000. In addition to the above described annual cash fees, if non-management directors were requested to perform supplemental responsibilities, the additional time and effort may be eligible for supplemental cash compensation. As described on page 34 of this Proxy Statement, the Board formed a CEO Succession Committee tasked to engage in the search for the Company's next President and CEO. The CEO Succession Committee members were paid an annual retainer fee of $15,000. No other changes were made to the non-management director compensation program in fiscal year 2024. The Audit Committee chair receives an additional annual retainer of $30,000, the Compensation Committee chair receives an additional annual retainer of $20,000, and committee chairs of the Governance, Technology, and Executive Committees each receive an additional annual retainer of $15,000. The CEO Succession Committee chair received an annual retainer of $10,000. As Chair of the Board, 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. The cash retainers are paid in quarterly installments and prorated for partial years of service. No fees are paid for attendance at meetings. Non-management directors do not receive any other cash compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. Directors who are colleagues do not receive additional compensation for Board service.
Director Compensation
| 2024 Proxy Statement | | 39 |
Director Compensation
Directors’ Stock Compensation Fiscal Year 2024 Under the 2022 Omnibus Stock Plan and Long-Term Incentive Plan adopted on September 29, 2022 (the "Omnibus Stock Plan"), each of our non-management independent directors received an annual award of restricted Class A Common Stock equal to $120,000, with the amount of shares granted based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the NYSE on the day of the Company's Annual Meeting. Such restricted shares granted vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-management director’s death or disability (as determined by the Governance Committee), or (iii) a Change in Control (as defined in the Omnibus Stock Plan). Eight directors receive stock compensation and, except for Mr. Pesce, defer the receipt of the shares and receive them as deferred share units under the Deferred Plan for Directors, as defined in the following paragraph. Mr. Wiley’s compensation for service on the Board is provided 100% in the form of cash in lieu of stock due to his shareholdings as a member of the Wiley Family. No options have been granted to directors. Deferred Compensation Plan for Directors The Company established a Deferred Compensation Plan for Directors’ 2005 & After Compensation, as amended through September 20, 2022 (the “Deferred Plan”). Non-management directors are eligible to participate and may defer all or a portion of their annual cash retainer fees in investment funds and/or Class A Common Stock. They may also defer their annual stock award. In fiscal year 2024, seven of our directors participated in the Deferred Plan. Each participant may designate his or her preference for the manner in which the deferred cash in their Director Fee Account will be invested from among the investment funds made available for such designation from time to time. Retainers deferred in the form of deferred share units receive dividends in the form of additional deferred share units based on the closing price of the Class A Common Stock on the distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, either in a lump sum or in the form of annual installments disbursed on January 15th of each year following the retirement. Matching Gift Program Directors are eligible to participate in the Company's matching gift program to give back to the community and support important causes. The Company matches 100% of charitable donations to qualified entities up to a maximum of $10,000 per year for each director. Limited Trading Windows Our directors, including non-management directors, can only transact in Company securities during approved trading windows after satisfying mandatory pre-clearance requirements.
Director Compensation
| 40 | | 2024 Proxy Statement |
Director Compensation Table
Director Compensation Table The table below indicates the total compensation received by each non-management director during fiscal year 2024. Matthew S. Kissner, our President and CEO, the sole employee director in 2024, does not receive any compensation for his service as a director. Mr. Kissner’s employee compensation for fiscal year 2024 is shown in the Summary Compensation Table on page 66.
Director Compensation Table
| | Fiscal Year 2024 Director Compensation | | | | | | Name | Cash Fee1 | Chair Fee1 | Stock Awards2 | All Other Compensation3,4 | Total | | Mari J. Baker3,4,5 | $107,500 | $15,000 | $120,000 | $50,295 | $292,795 | | George D. Bell, Jr.3,4,5,6 | $107,500 | $20,000 | $120,000 | $51,158 | $298,658 | | Beth A. Birnbaum3,4,7 | $100,000 | $15,000 | $120,000 | $33,895 | $268,895 | | David C. Dobson3,8 | $100,000 | — | $120,000 | $30,812 | $250,812 | | Brian O. Hemphill3,4 | $100,000 | — | $120,000 | $14,046 | $234,046 | | Raymond W. McDaniel, Jr.3,5,9 | $107,500 | $35,000 | $120,000 | $70,983 | $333,483 | | William J. Pesce3,4 | $100,000 | $15,000 | $120,000 | $14,478 | $249,478 | | Inder M. Singh3 | $100,000 | — | $120,000 | $10,588 | $230,588 | | Jesse C. Wiley4,5,9 | $217,500 | $150,000 | — | $300 | $367,800 |
Director Compensation Table
1.Includes fees earned and paid in fiscal year 2024 and fees earned in fiscal year 2024 but deferred under the Deferred Plan. 2.On September 28, 2023, each of our then sitting non-management directors, other than Mr. Wiley, received an annual restricted stock award of 3,218 shares of Class A Common Stock based on the closing price of $37.29. 3.The amounts in “All Other Compensation” include the cash value of dividends accrued on stock awarded to the directors under the Deferred Plan and the Omnibus Stock Plan as described above. The cash value of dividends in fiscal year 2024 are $44,795 for Ms. Baker, $41,158 for Mr. Bell, $23,895 for Ms. Birnbaum, $30,812 for Mr. Dobson, $9,046 for Dr. Hemphill, $70,983 for Mr. McDaniel, $4,478 for Mr. Pesce, and $10,588 for Mr. Singh. 4.The following directors requested a matching cash donation from the Company to qualified organizations pursuant to the Company’s Matching Gift Program in fiscal year 2024, as described above: Ms. Baker - $5,500, Mr. Bell - $10,000, Ms. Birnbaum - $10,000, Dr. Hemphill - $5,000, Mr. Pesce - $10,000 and Mr. Wiley - $300. These amounts are included under “All Other Compensation.” 5.Includes CEO Succession Committee retainer fees received of $3,750 per quarter, for two quarters. 6.Mr. 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. 7.Ms. Birnbaum elected to defer 100% of her cash compensation pursuant to the Deferred Plan. 8.Mr. Dobson elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 9.Mr. McDaniel elected to defer 100% of his cash compensation pursuant to the Deferred Plan. Mr. McDaniel received a quarterly cash retainer of $30,000 as chair of the Audit Committee and a pro-rated cash retainer of $5,000 as chair of the CEO Succession Committee. 10.As Chair of the Board, Mr. Wiley received an annual cash retainer of $210,000 for Director compensation, a pro-rated retainer of $7,500 as a member of the CEO Succession Committee, and an incremental cash retainer of $150,000 for his role as Chair.
Director Compensation Table
| 2024 Proxy Statement | | 41 |
Outstanding Deferred Stock Awards as of April 30, 2024
| Name | Number of Shares Underlying Outstanding Deferred Stock Equivalent | Number of Shares Underlying Outstanding Stock Option | | Mari J. Baker | 33,644 | — | | George D. Bell, Jr. | 31,684 | — | | Beth A. Birnbaum | 18,328 | — | | David C. Dobson | 23,397 | — | | Brian O. Hemphill | 7,446 | — | | Raymond W. McDaniel, Jr. | 52,836 | — | | Inder M. Singh | 8,576 | — | | William J. Pesce1 | — | — |
Compensation Highlights
| Pay Mix | ■Our pay mix emphasizes performance: for fiscal year 2024, 80% of our NEOs’ target total direct compensation was performance-based. ■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 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. Our long-term incentive program is majority performance-based; for fiscal year 2024, 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"). The Committee also approved a special one-time award of premium priced stock options to our NEOs; granted at more than a 10% premium above the closing stock price on the date of grant, to reward and retain leaders for the significant effort involved in executing our value creation plan, including asset divestitures, restructuring and optimization to support the more focused strategy and improve efficiency. The Former CEO's fiscal year 2024 long-term incentive was 100% in the form of PSUs. | | Target Setting | ■In a year of transition, the adjusted operating income metric in our annual incentive plan for fiscal year 2024 included stretch performance and a range of payout between 25% for threshold performance up to a maximum of 125%. In addition, Business Transformation Objectives aligned with the Company's value creation plan were added as a measure with an aggregate weight of 20% of the annual incentive. ■We returned to a market-driven long-term incentive design in fiscal year 2024, setting three-year cumulative goals (excluding assets held for sale) at the beginning of the cycle, following three years of using annual goals in our long-term incentive plan. | | Pay for Performance | ■Annual incentives are funded at the Company level (excluding assets held for sale or sold during the fiscal year) and awarded based on personal performance; for fiscal year 2024, annual incentive awards for the NEOs ranged from 80% to 139% of target, reflecting Company funding at 107% of target, (based on adjusted revenue performance at 99% of target, adjusted operating income performance of 123% of target, achievement of Business Transformation Objectives at 107% of target), and personal performance of 105% on average for the NEOs. ■PSUs that were eligible to vest this year (based on achievement against annual revenue and profit goals set at the beginning of each year in the fiscal year 2022 through 2024 cycle) paid out in aggregate at 85% of target (or ~56% of target value using fair market values on dates of grant and end of cycle), reflecting mixed performance during the cycle. |
Our Compensation Governance Best Practices
| What We Do | | | • | Performance-based compensation: A significant portion of our NEOs’ target total direct compensation is performance-based. (For fiscal year 2024, 80% of our NEOs' compensation, on average) | | • | Range of payout: Financial performance levels are set that correspond to a range of incentive payments from threshold to maximum | | • | Formulaic framework: Incentive payments are based on the Company’s financial results relative to pre-established targets | | • | Robust clawback policy: All executive officer incentive-based awards are covered for material financial restatements, in compliance with final SEC and listing exchange rules, and in addition are subject to a potentially greater clawback amount or complete forfeiture in the event fraud or misconduct caused the need for a restatement | | • | Double trigger vesting: Only applies 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 requirement is met | | • | Limited perquisites: Perquisites are offered only where doing so serves a reasonable business purpose | | • | Risk mitigation: As noted earlier in the Oversight of Compensation Risk section on page 38, we closely monitor risks associated with our compensation programs and individual compensation decisions to confirm that they do not encourage excessive risk-taking |
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 |
How We Make Compensation Decisions
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 2024, which were used to review and set compensation for the NEOs.
How We Make Compensation Decisions
Houghton-Mifflin Harcourt and Meredith Corp. were removed from the prior year list of peer companies due to acquisitions. Wolters Kluwer was added. Survey Data For setting fiscal year 2024 target compensation, 2022 aged external survey data was used, leveraging data cuts relevant to the Company’s and business unit’s revenue size, as applicable. In benchmarking compensation levels against the survey data, the Compensation Committee considers only aggregated survey data for each compensation component. Third-party surveys used were the technology cut of Equilar's Executive Compensation Survey and Willis Towers Watson’s General Industry Survey. Base Salaries Competitive base salaries allow the Company to attract and retain executive talent. The Compensation Committee annually reviews the salaries of our NEOs, but annual salary increases are not automatic or guaranteed. Base salaries are adjusted as necessary (and considering the Company’s salary increase budget) to ensure appropriate pay positioning relative to market. On January 1, 2024, Mr. Flynn's base salary was increased by 8.7% to continue to improve his pay positioning relative to the market for his broader scope role. The other NEOs did not receive adjustments to base salary in fiscal year 2024. The base salaries paid to our NEOs in fiscal year 2024, are presented in the Summary Compensation Table on page 66 of this Proxy Statement.
How We Make Compensation Decisions
(All values in $000s) Annual Incentives We provide annual cash incentives to our NEOs under the Executive Annual Incentive Plan (“EAIP”). Fiscal year 2024 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 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 2024 performance metrics, which make up the Company funding of the annual incentive awards are Company adjusted revenue and adjusted operating income, equally weighted. The businesses held for sale or sold during the fiscal year were excluded from the incentive calculation. For the NEOs and other Executive Leadership Team members, a third metric including Business Transformation Objectives was used with a weight of 20% of the annual incentive. Funding for adjusted revenue and the Business Transformation Objectives may range between 50% and 150% of target. For fiscal year 2024, in a rebuild year, the funding range for adjusted operating income was moderated to 25% for threshold performance up to a maximum of 125%, with minimum funding of 25% if the Company achieves 95% of its adjusted operating income target. The personal performance modifier ranged from 0% up to 200%. Business Results As noted previously, Fiscal Year 2024 was a transition year for Wiley as the Company divested non-core businesses, restructured and realigned the organization, and recorded multiple non-cash impairments. The Fiscal Year 2024 incentives reflect this activity. Adjusted revenue and adjusted operating income targets exclude the businesses held for sale or sold during the fiscal year, so they are comparatively lower than prior year targets and actual results.
How We Make Compensation Decisions
Annual incentives were funded at 107% of target, reflecting achievement of adjusted revenue at 99% of target, adjusted operating income above the outstanding performance level, and aggregate achievement of the Business Transformation Objectives at 107% of target. Percentage funded for each metric is calculated based on a continuum of performance between threshold and outstanding, multiplied by the weighting of that metric.
How We Make Compensation Decisions
| Named Executive Officer | Target Incentive Percentage | Target Incentive Award ($000s) | Actual Incentive Award ($000s) | Actual Award as Percentage of Target | | Matthew S. Kissner (CEO)1 | 150% | $752.5 | $885.7 | 118.0% | | Brian A. Napack (Former CEO)2 | 150% | $1,417.5 | See Below2 | 107.0% | | Christina Van Tassell (CFO) | 100% | $650.0 | $521.6 | 80.0% | | James J. Flynn II (GM, R&L) | 100% | $500.0 | $588.5 | 118.0% | | Aref Matin (CTO) | 100% | $460.0 | $492.2 | 107.0% | | Danielle McMahan (CPO) | 85% | $386.8 | $538.0 | 139.0% |
How We Make Compensation Decisions
1.Mr. Kissner's annualized target incentive of $1.35M was prorated to reflect his hire date of October 10, 2023, mid-way through the fiscal year 2.Mr. Napack's annual incentive of $1.42M was delivered 80% as PSUs payable based on Company incentive funding of 107%, and 20% in cash based on aggregate achievement of the Business Transformation Objectives at 107%. Both his PSUs and his cash incentive were prorated to reflect his partial year of service through his separation date of October 10, 2023, as reflected in the Summary Compensation Table. Long-Term Incentives For fiscal year 2024, we granted our NEOs (except the Former CEO) a mix of 60% PSUs and 40% RSUs under the ELTIP. 100% of the Former CEO's long-term incentive for fiscal year 2024 was planned to be delivered as PSUs, but his separation date occurred before the fiscal year 2024 PSUs were granted. Grant values for fiscal year 2024 were converted to RSUs using a ten-day average closing stock price as of June 23, 2023, and target PSUs using a ten-day average closing stock price as of November 2, 2023. PSUs reward the achievement of critical operating performance objectives that we believe will translate to strong shareholder returns over the long-term. Our RSUs support retention and the value of both the PSUs and RSUs are dependent on the market value of our common stock. Fiscal Year 2024 PSUs for the FY24-26 Cycle Our PSU design for fiscal year 2024 returned to a more market driven approach of setting cumulative financial targets for revenue and adjusted EBITDA at the beginning of the three-year cycle, following three cycles that used annual financial goals. The PSUs granted to the NEOs for this cycle (the “FY24-26 PSUs”) are reflected in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards as of April 30, 2024, our fiscal year end.
How We Make Compensation Decisions
Fiscal Year 2024 PSUs for the FY22-24 and FY23-25 Cycles As noted previously, for the past three cycles, annual goals were used, reflecting challenges in setting long-term performance goals in volatile markets. For the FY22-24 and FY23-25 cycles, financial targets for adjusted revenue and adjusted EBITDA, equally weighted, are set at the beginning of each year in the cycle, with a payout in June 2024 for the FY22-24 cycle, and June 2025 for the FY23-25 cycle, based on the average achievement of the financial goals for the three years of each cycle, as illustrated below. As required by SEC disclosure rules, the PSUs granted to the NEOs for the FY22-24 and FY23-25 cycles (the “FY24 PSUs for the FY22-24 Cycle” and the “FY24 PSUs for the FY23-25 Cycle”) shown later in the Proxy Statement 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 for those cycles. For the FY22-24 cycle, the other thirds were granted in fiscal years 2022 and 2023, when annual financial targets were set for those years. For the FY23-25 cycle, one-third was granted in fiscal year 2023 and the remaining third of the original award will be granted in fiscal year 2025, once annual financial targets are set for that year. For each NEO, the full values of the PSUs for the FY22-24 and FY23-25 cycles, and individual target numbers of shares by year of the cycle are shown in the following tables.
How We Make Compensation Decisions
| | | Target Number of FY23-25 PSUs | | | | Named Executive Officer | Full PSU ($000s) | Year One (Granted in FY23) | Year Two (Granted in FY24) | Year Three (Granted in FY25) | | Brian A. Napack (Former CEO)1 | $1,013 | 7,339 | 7,339 | 7,340 | | Christina Van Tassell (CFO) | $734 | 5,317 | 5,317 | 5,317 | | James J. Flynn II (GM, R&L) | $430 | 3,113 | 3,114 | 3,114 | | Aref Matin (CTO) | $649 | 4,703 | 4,704 | 4,704 | | Danielle McMahan (CPO) | $340 | 2,462 | 2,462 | 2,463 |
How We Make Compensation Decisions
| | | Target Number of FY22-24 PSUs | | | | Named Executive Officer | Full PSU Award Value ($000s) | Year One (Granted in FY22) | Year Two (Granted in FY23) | Year Three (Granted in FY24) | | Brian A. Napack (Former CEO)1 | $1,640 | 9,531 | 9,531 | 9,532 | | Christina Van Tassell (CFO) | $797 | 4,785 | 4,786 | 4,786 | | James J. Flynn II (GM, R&L) | $215 | 1,249 | 1,249 | 1,249 | | Aref Matin (CTO) | $650 | 3,779 | 3,780 | 3,780 | | Danielle McMahan (CPO) | $340 | 1,978 | 1,979 | 1,979 |
How We Make Compensation Decisions
1.PSUs shown for Mr. Napack reflect proration through his October 10, 2023, separation date Fiscal Year 2024 Financial Results As noted previously, fiscal year 2024 was a transition year for Wiley as the Company divested non-core businesses, restructured and realigned the organization, and recorded multiple non-cash impairments. The fiscal year 2024 incentives reflect this activity. Adjusted revenue and adjusted EBITDA targets exclude the businesses held for sale or sold during the fiscal year, so they are comparatively lower than prior year targets and actual results. Based on achievement of adjusted revenue at 99% of target, and adjusted EBITDA between the target and outstanding levels, on a payout continuum between 0-200%, achievement for year two of the FY23-25 PSU cycle and year three of the FY22-24 PSU cycle was 121%. Percentage earned for each metric is calculated based on a continuum of performance between threshold and outstanding, multiplied by the weighting of that metric. As noted previously, adjusted revenue and adjusted EBITDA targets exclude the businesses held for sale or sold during the fiscal year, so are lower than prior year targets and actual results.
How We Make Compensation Decisions
PSUs Earned for the FY22-24 Cycle Based on annual performance against financial goals for each year of the FY22-24 cycle (with financial performance for fiscal years 2022 and 2023 reflected in the 2022 and 2023 Proxy Statements, respectively), PSUs were earned at 91% for fiscal year 2022, 43% for fiscal year 2023 and 121% for fiscal year 2024, or 85% in aggregate, as reflected in the table below. Given the decline in our common stock price over the performance period, realized payout value for leaders was approximately 56% of the target grant value.
How We Make Compensation Decisions
| Named Executive Officer | Fiscal Year | Target PSUs | Earned PSUs | Earned PSUs as % of Target | | Brian A. Napack (Former CEO)1 | FY24 | 9,532 | 11,534 | 121.0% | | | FY23 | 9,531 | 4,098 | 43.0% | | | FY22 | 9,531 | 8,673 | 91.0% | | Christina Van Tassell (CFO) | FY24 | 4,786 | 5,791 | 121.0% | | | FY23 | 4,786 | 2,058 | 43.0% | | | FY22 | 4,785 | 4,354 | 91.0% | | James J. Flynn (GM, R&L) | FY24 | 1,249 | 1,511 | 121.0% | | | FY23 | 1,249 | 537 | 43.0% | | | FY22 | 1,249 | 1,137 | 91.0% | | Aref Matin (CTO) | FY24 | 3,780 | 4,574 | 121.0% | | | FY23 | 3,780 | 1,625 | 43.0% | | | FY22 | 3,779 | 3,439 | 91.0% | | Danielle McMahan (CPO) | FY24 | 1,979 | 2,395 | 121.0% | | | FY23 | 1,979 | 851 | 43.0% | | | FY22 | 1,978 | 1,800 | 91.0% |
How We Make Compensation Decisions
1.PSUs shown for Mr. Napack reflect proration through his October 10, 2023 separation date Fiscal Year 2024 RSUs RSUs, representing 40% of our NEOs’ long-term incentive value under the ELTIP, vest 25% per year on April 30th, 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. Premium Stock Options To reward and retain leaders for the significant effort involved in executing our value creation plan, including asset divestitures, restructuring and optimization to support the more focused strategy and improve efficiency, the Compensation Committee approved a grant of 20,000 Premium Stock Options for each of the NEOs, representing a one-time award beyond their fiscal year 2024 stock grants under the ELTIP. The options were granted at a strike price of $35, more than 10% above the closing stock price on the date of grant, have a ten-year term and vest 10%/20%/30%/40% over four years, on April 30, 2024, through 2027. Unvested options 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 options immediately vest. Vested options may be exercised for up to 90 days following a no-fault termination and are immediately cancelled upon termination for cause.
How We Make Compensation Decisions
| | Health and wellness plans The Company provides a wide variety of health and welfare benefits globally. Additionally, the company provides or makes available medical, dental, vision, life, accident and long-term disability insurance to all US- based colleagues, including the executive officers. These competitive benefits are provided primarily for the well-being of Wiley colleagues, 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 reimbursement of public transportation commuting expenses and/or parking at the Company's headquarters. | | | | | 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 plan 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. | | |
How We Make Compensation Decisions
| | Clawback Provisions To ensure that our compensation program does not encourage excessive risk taking the Company maintains clawback and forfeiture provisions in both the annual and long-term incentive plans covering approximately the top 400 employees in the Company. The clawback provisions allow the Company to recoup excess incentive payments to covered participants in the event that the Company restates its financial results, or to recoup entire award amounts from an individual in the event that fraud, gross negligence or intentional misconduct contributed to the need for the restatement. In addition, during 2023 the Company adopted a separate clawback policy applicable to executive officers that also covers incentive compensation in the event of a financial restatement, and complies with recent 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 NEOs 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 PSUs 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 PSUs and RSUs until the executive satisfies the stock ownership salary multiple. All of the NEOs are in compliance with the retention requirements under the guidelines and have met or made good progress toward their targeted stockholding guidelines. | | | Hedging and Pledging Prohibition As part of our Insider Trading Policy, which applies to employees 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 | | |
How We Make Compensation Decisions
| Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus ($) | Stock Awards2 ($) | Option Awards3 ($) | Non-Equity Incentive Plan Compensation4 ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings5 ($) | All Other Compensation6 ($) | Total ($) | | Matthew S. Kissner (CEO) | 2024 | $487.5 | — | $1,694.2 | $127.6 | $885.7 | $(92.4) | $255.1 | $3,357.7 | | Brian A. Napack (Former CEO) | 2024 | $433.1 | — | $2,113.2 | — | $126.4 | $(132.2) | $1,955.1 | $4,495.6 | | | 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 | | Christina Van Tassell (CFO) | 2024 | $650.0 | — | $1,583.3 | $127.6 | $521.6 | $18.3 | $67.5 | $2,968.4 | | | 2023 | $650.0 | — | $953.7 | — | $325.0 | $2.9 | $84.5 | $2,016.0 | | | 2022 | $283.3 | — | $2,124.0 | $225.1 | $629.2 | $(1.4) | $18.4 | $3,278.6 | | James J. Flynn II (GM, R&L) | 2024 | $473.3 | — | $1,245.0 | $127.6 | $588.5 | $28.7 | $49.5 | $2,512.6 | | | 2023 | $441.7 | — | $487.0 | — | $230.0 | $17.3 | $61.7 | $1,237.7 | | Aref Matin (CTO) | 2024 | $460.0 | — | $1,385.2 | $127.6 | $492.2 | $194.7 | $37.8 | $2,697.6 | | | 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 | | Danielle McMahan (CPO) | 2024 | $455.0 | — | $845.3 | $127.6 | $538.0 | $6.4 | $53.2 | $2,025.4 |
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 2024, the median annual total compensation of all employees of the Company (other than the CEO) was $55,823. Mr. Kissner’s annualized total compensation for fiscal year 2024, for purposes of the Pay Ratio Disclosure was $4,253,357. Based on this information, for fiscal year 2024, the ratio of the annualized compensation of the CEO to the median annual total compensation of all other employees was estimated to be 76 to 1. Identification of Median Employee To identify the median employee in relation to the Pay Ratio Disclosure, we used the following methodology: ■Base pay as of April 30, 2024, was our consistently applied compensation measure ■All 6,429 employees as of April 30, 2024 (full-time, part-time and temporary), other than the CEO, in all global locations were included ■Base pay was converted to USD using April 2024, monthly average exchange rates Using this methodology, the median employee was a full-time employee located in Germany. Annual Total Compensation For purposes of the Pay Ratio Disclosure, our median employee’s annual total compensation for fiscal year 2024, was calculated using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table on page 66. Since Mr. Kissner was appointed CEO effective October 10, 2023, we annualized his Salary, Non-Equity Incentive Plan Compensation, and employer contributions to the Company's 401(k) Plan and Non-Qualified Deferred Compensation Plan, as disclosed in the Summary Compensation Table, and added the disclosed values of his Stock Awards, Option Awards and non-qualified deferred compensation earnings to arrive at the value used for purposes of the Pay Ratio Disclosure. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.
CEO Pay Ratio
| 2024 Proxy Statement | | 79 |
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 Matthew S. Kissner, the Company's President and CEO and Brian A. Napack, the Company's former President and CEO, who are both reflected as the Company's principal executive officers ("PEO") during fiscal year 2024, the average of the non-PEO NEOs, and Company performance for the fiscal years 2021 through 2024. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year (a) | Summary Compensation Table Total for PEO1,2,3($000) (b) | | Compensation Actually Paid to PEO1,2,3 ($000) (c) | | Average Summary Compensation Table Total for Non-PEO NEOs1 (d) | Average Compensation Actually Paid to Non-PEO NEOs1,4,5 (e) | Value of Initial Fixed $100 Investment based on:4 | | Net Income (GAAP) ($ Millions)7 (h) | Adjusted Revenue ($ Millions)8 (i) | | | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | | PEO2 | PEO3 | PEO2 | PEO3 | | | | | | | | 2024 | $3,357.7 | $4,495.6 | $3,768.4 | $1,482.8 | $2,551.0 | $2,882.3 | $114.3 | $173.8 | -$200.3 | $1,606 | | 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 |
Pay Versus Performance Disclosure
(All values in 000s) 1.Matthew S. Kissner and Brian A. Napack were our CEOs and PEOs during fiscal year 2024. Mr. Napack was our CEO and PEO for fiscal years 2023, 2022 and 2021. The individuals comprising the non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2024 | 2023 | 2022 | 2021 | | Christina Van Tassell | Christina Van Tassell | John A. Kritzmacher | John A. Kritzmacher | | James J. Flynn II | Aref Matin | Christina Van Tassell | Todd R. Zipper | | Aref Matin | Todd R. Zipper | Aref Matin | Matthew S. Kissner | | Danielle McMahan | James J. Flynn II | Todd R. Zipper | Judy K. Verses | | | | Matthew H. Leavy | |
Pay Versus Performance Disclosure
2.Information reflected is for PEO Matthew S. Kissner, who was appointed as interim CEO during fiscal year 2024. 3.Information reflected is for PEO Brian A. Napack, who departed as CEO during fiscal year 2024. 4.The 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 5 below.
Pay Versus Performance Disclosure
| 80 | | 2024 Proxy Statement |
Pay Versus Performance Disclosure
5.Compensation 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.
Pay Versus Performance Disclosure
| | 2024 | | | 2023 | | 2022 | | 2021 | | | | PEO Kissner | PEO Napack | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total (All data in $000s) | $3,357.7 | $4,495.6 | $2,551.0 | $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 | $1,821.8 | $2,113.2 | $1,392.3 | $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 | $2,104.0 | $1,345.7 | $1,671.5 | $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 | $— | $(10.2) | $(1.3) | $(1,168.8) | $(347.2) | $(656.5) | $(135.2) | $1,692.7 | $(135.2) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | $188.1 | $— | $109.8 | $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 | $(59.6) | $(253.5) | $(56.3) | $(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 | $— | $1,981.7 | $— | $— | $— | $— | $111.1 | $— | $— | | Compensation Actually Paid | $3,768.4 | $1,482.8 | $2,882.3 | $1,792.2 | $858.2 | $3,889.3 | $2,279.7 | $10,720.7 | $3,481.8 |
Pay Versus Performance Disclosure
6.TSR 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, 2024. Cumulative total return assumes $100 invested on April 30, 2020, and reinvestment of dividends throughout the period. 7.GAAP Net Income in Fiscal Year 2024: FY24 was a transition year for Wiley as the Company divested non-core businesses, restructured and realigned the organization, and recorded multiple non-cash impairments. Our GAAP results reflect this activity. In FY24, the Company recorded losses on the sale of businesses and impairment charges related to held-for-sale assets totaling $183 million; goodwill impairment charges totaling $108 million; and restructuring charges totaling $63 million. This activity has freed us up to focus on our profitable and advantageous Research and Learning core. In FY24, Wiley met its Adjusted Revenue guidance and exceeded its Adjusted EBITDA and Adjusted EPS guidance, as well as other stated commitments.
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
8.Our Company-selected measure is Adjusted Revenue, included as a financial measure in both our annual incentive plan and our long-term incentive plan. Revenue is adjusted to exclude the effects of foreign exchange and contributions from acquisitions made during the year in accordance with the adjustment mechanics approved at the beginning of the performance period. For fiscal year 2024, Adjusted Revenue excludes businesses held for sale or sold during the fiscal year. 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.
Pay Versus Performance Disclosure
| 82 | | 2024 Proxy Statement |
Pay Versus Performance Disclosure
Relationship between CAP and GAAP 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. 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.
Pay Versus Performance Disclosure
| 2024 Proxy Statement | | 83 |
Pay Versus Performance Disclosure
Performance Measures Used to Link Company Performance and CAP The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for fiscal year 2024. Each measure below is used for purposes of determining payouts under either our annual incentive plan or vesting of our performance share units. Please see the CD&A for a further description of these measures and how they are used in the Company’s executive compensation program. ■Adjusted Revenue ■Adjusted Operating Income ■Adjusted EBITDA
Pay Versus Performance Disclosure
| 84 | | 2024 Proxy Statement |