DEF 14A of John Wiley & Sons, Inc., Aug 14, 2025

DEF 14A of John Wiley & Sons, Inc.

Filed Aug 14, 2025 · FY20250000107140-25-000145

Open on EDGAR

  1. Director Highlights

    Director Highlights Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our directors bring a diverse and well-rounded range of attributes, viewpoints and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Below are highlights about our directors. Director service and independence

  2. Director Highlights

    | 62.4 | | Average age | | 8.7 years | | Average tenure | | 8 out of 10 | | Directors are independent |

  3. Director Highlights

    | | Kissner | Wiley | Andresen | Baker | Dobson | Hemphill | Madden | McDaniel | Pesce | Singh | | Director Demographics | | | | | | | | | | | | Year Appointed | 2025 | 2012 | 2025 | 2011 | 2017 | 2022 | 2025 | 2005 | 1998 | 2021 | | Tenure | 2* | 12 | <1 | 13 | 8 | 3 | <1 | 19 | 27 | 3 | | Independent | | | • | • | • | • | • | • | • | • | | Age | 71 | 55 | 57 | 60 | 63 | 55 | 56 | 67 | 74 | 66 | | Gender | M | M | F | F | M | M | F | M | M | M | | Asian | | | | | | | | | | • | | Black | | | | | | • | | | | | | White | • | • | • | • | • | | • | • | • | |

  4. Director Highlights

    *Mr. Kissner served as a director from 2003 through 2019. He was appointed as a director again in October, 2023.

  5. Director Highlights

    | 8 | | 2025 Proxy Statement |

  6. Director Highlights

    Proposal 1. Election of Director Nominees Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business, together with the relevant technical skills or financial acumen that demonstrates an understanding of the financial and operational aspects and associated risks of an organization like Wiley. The Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience and background sought of Board members. The Governance Committee and Board review and assess the continued relevance of, and emphasis on, these factors as part of the Board’s annual self-evaluation and in connection with candidate searches. The Governance Committee and Board have identified the skill sets described in the Director Skills and Experience table as the most important to the successful implementation of the Company’s long-term strategic plans. The Governance Committee and Board also consider the manner in which each director nominee’s qualities (i) complement those of other Board members, (ii) fit within the context of the Company’s current and future needs, and (iii) contribute to the functioning of the Board as a whole, including with respect to diversity. Diversity includes business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information beginning on page 9. We believe each of the Board’s nominees meets the qualifications, skills and expertise established by the Board for continuing service on the Board, including the areas that are critical to the Company’s strategy and operations, and will continue to collectively serve in the best interests of the shareholders and Company.

  7. 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, Christopher Caridi and Deirdre Silver have agreed to represent shareholders submitting proper proxies by mail, by telephone or via the Internet, 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.

  8. Director Nominees

    | 2025 Proxy Statement | | 9 |

  9. Director Biographies

    Director Biographies Directors to be Elected by Class A Shareholders and their Qualifications

  10. Director Biographies

    | Katya D. Andresen | Ms. Andresen brings over 25 years of experience driving digital transformation and technology innovation across diverse industries. She is a recognized expert in artificial intelligence, data monetization, and enterprise-wide digital strategy, having held senior executive positions in Fortune 500 companies focused on leveraging technology to create new business models and drive customer experience innovation. Since 2021, she has served as Chief Digital and Analytics Officer at The Cigna Group, where she leads digital transformation initiatives across the $247 billion global health services company. Her expertise spans building AI-powered solutions, transforming traditional businesses into digital-first organizations, and scaling technology capabilities across large, complex enterprises. She actively contributes to the venture capital ecosystem, academic communities, and mission- driven organizations in various capacities, including as a Wiley- published author and thought leader on digital innovation. Ms. Andresen currently serves on the boards of Forsyth Health and the Morrison Center for Marketing and Analytics at the UCLA Anderson School of Management and is a sought-after AI advisor to venture capital firms. | | | | | | | Age: 57 Director Since: 2025 Wiley Committees: ▪None | Current Outside Directorships: ▪Morrison Center for Marketing and Analytics at the UCLA Anderson School of Management ▪Forsyth Health | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: The Board believes Ms. Andresen brings the requisite experience in digital transformation and artificial intelligence leadership to the Board, with over 25 years of expertise directly aligned with Wiley's strategic priorities in AI integration, digital-first subscription models, and technology-enabled innovation. Her specialization in AI-powered solutions, data monetization, and enterprise-wide digital strategy provides critical insight for transforming traditional academic publishing into scalable digital platforms, while her experience building technology capabilities across large, complex organizations directly supports Wiley's evolution in serving the global research community through advanced digital tools and safeguards. | | |

  11. Director Biographies

    | 10 | | 2025 Proxy Statement |

  12. 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: 55 Director Since: 2022 Wiley Committees: ▪Governance Committee (Chair) ▪Executive 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 ▪Sunbelt Conference | 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: The Board believes Dr. Hemphill brings the requisite experience in academic leadership and R&D institution management to the Board, providing invaluable insight into the evolving needs of universities and research institutions that comprise Wiley's core customer base. His executive leadership in higher education demonstrates deep understanding of academic publishing requirements, research funding dynamics, and the digital transformation challenges facing educational institutions, while his governance experience across multiple boards provides the strategic oversight needed to guide Wiley's continued innovation in serving the academic and scientific research communities. | | |

  13. Director Biographies

    | 2025 Proxy Statement | | 11 |

  14. Director Biographies

    | Karen N. Madden | Dr. Madden has extensive executive leadership experience in life science technology and innovation, bringing strategic vision to research and development in the pharmaceutical and biotech industries. Dr. Madden has served as Senior Vice President and Chief Technology Officer at MilliporeSigma, the U.S. and Canada Life Science business of Merck KGaA, Darmstadt, Germany since 2022. Previously, Dr. Madden served as Senior Vice President and Chief Innovation Officer at PerkinElmer from 2016 to 2022, and as their General Manager of Informatics from 2014 to 2016. In her role at MilliporeSigma, Dr. Madden shapes the Technology Roadmap and long-term R&D strategy, leads the Life Science Innovation Board, and serves as a member of the Life Science Executive Team responsible for the overall leadership and governance of the more than $9 billion Life Science Business. She also serves as the U.S. Country Speaker for Merck KGaA, Darmstadt, Germany, and sits on the boards of the Analytical, Life Science, and Diagnostics Association, and the New England Council. | | | | | | | Age: 56 Director Since: 2025 Wiley Committees: ▪Audit Committee | Current Outside Directorships: ▪Analytical, Life Science & Diagnostics Association ▪New England Council | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: The Board believes Dr. Madden brings the requisite experience in life science technology and corporate R&D leadership to the Board, with strategic innovation expertise that directly supports Wiley's scientific journal publishing and academic research initiatives. Her role shaping technology roadmaps and leading R&D strategy across a multi-billion dollar life science business provides critical insight into the research and development priorities of Wiley's scientific publishing customers, while her deep understanding of intellectual property, commercialization, and research innovation processes enhances Wiley's ability to develop products and services that advance scientific discovery and knowledge dissemination. | | |

  15. Director Biographies

    | 12 | | 2025 Proxy Statement |

  16. Director Biographies

    Directors to be Elected by Class B Shareholders and their Qualifications

  17. 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: 60 Director Since: 2011 Wiley Committees: ▪Executive Compensation and Development Committee (Chair) ▪Executive 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: The Board believes Ms. Baker brings the requisite experience in executive leadership and corporate governance to the Board, with her proven track record guiding technology-driven organizations through strategic transformation and complex stakeholder management. Her experience as CEO of multiple companies demonstrates the leadership capabilities essential for navigating Wiley's expansion into new market segments, while her extensive board governance experience and current audit committee leadership provide the oversight expertise critical for ensuring strong corporate governance practices as Wiley continues its digital transformation and international growth initiatives. | | |

  18. Director Biographies

    | 2025 Proxy Statement | | 13 |

  19. 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: 63 Director Since: 2017 Wiley Committees: ▪Executive Compensation and Development Committee ▪Governance Committee | Current Outside Directorships: ▪Epiq | Former Directorships Held During the Past Five Years: ▪Versapay (2020) | | Skills & Qualifications: The Board believes Mr. Dobson brings the requisite experience in global technology transformation and service organization leadership to the Board, with over 30 years of expertise in building platforms that serve professional communities. His demonstrated ability to transform traditional service businesses into technology-enabled organizations directly aligns with Wiley's mission to innovate academic publishing and scientific journal delivery, while his experience scaling global operations provides the strategic vision needed to expand Wiley's reach in serving research institutions and professional societies worldwide. | | |

  20. Director Biographies

    | 14 | | 2025 Proxy Statement |

  21. 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: 71 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: The Board believes Mr. Kissner brings the requisite experience in executive leadership and strategic transformation to the Board, having successfully guided Wiley through critical transitions while demonstrating deep expertise in mergers and acquisitions and organizational development. His extensive background leading complex transformation initiatives, combined with his experience in private equity and strategic investment evaluations, provides the operational expertise needed to execute Wiley's digital transformation strategy, while his proven ability to drive innovation and change management ensures effective leadership of initiatives in AI integration, new market development, and evolving customer engagement models. | | |

  22. Director Biographies

    | 2025 Proxy Statement | | 15 |

  23. 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 experienced 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: 67 Director Since: 2005 Wiley Committees: ▪Executive Committee (Chair) ▪Audit 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: The Board believes Mr. McDaniel brings the requisite experience in executive leadership and international business expansion to the Board, with extensive expertise navigating complex regulatory environments and implementing global growth strategies. His proven capabilities in financial services and strategic transformation in highly regulated industries provide valuable perspective for Wiley's expansion into new geographic markets and development of innovative subscription models, while his experience guiding organizations through strategic planning and international expansion directly supports Wiley's strategic priorities in global market development and regulatory compliance. | | |

  24. Director Biographies

    | 16 | | 2025 Proxy Statement |

  25. 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: 74 Director Since: 1998 Wiley Committees: ▪Executive Compensation & Development Committee ▪Governance Committee | Current Outside Directorships: ▪William Paterson University ▪Pesce Family Ventures, LLC | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: The Board believes Mr. Pesce provides the requisite experience in executive leadership, corporate governance and strategic business development, as well as an in-depth knowledge of Wiley's evolution over multiple decades. His invaluable insights reflect a deep understanding of Wiley's markets and business; his active engagement with the academic community, including institutional leadership, faculty, researchers and students; and his investments in entrepreneurial technology-enabled companies. His extensive experience as Wiley's former CEO combined with his active involvement with the academic community and current investments in innovative, early-stage companies provide a unique and highly relevant perspective regarding Wiley's evolution as a global enterprise. | | |

  26. Director Biographies

    | 2025 Proxy Statement | | 17 |

  27. 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 is the Chair of the Audit Committees at IonQ, Axelera, ICEYE, and Wiley. 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: 66 Director Since: 2021 Wiley Committees: ▪Audit Committee (Chair) ▪Executive 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: The Board believes Mr. Singh brings the requisite experience in finance, accounting, and technology sector management to the Board, providing the financial expertise and risk management capabilities essential for Wiley's strategic transformation initiatives. His experience as CFO of complex technology organizations demonstrates the financial acumen needed to evaluate and execute mergers and acquisitions, optimize subscription model economics, and manage the financial aspects of digital transformation, while his current audit committee leadership across multiple technology companies provides the governance and risk oversight expertise critical for ensuring strong financial controls and strategic investment decisions. | | |

  28. Director Biographies

    | 18 | | 2025 Proxy Statement |

  29. Director Biographies

    | Jesse C. Wiley | Mr. Wiley is a 7th generation member of the Wiley family and brings to the Board deep knowledge and a passion for 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, 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: 55 Director Since: 2012 Chair of the Board Since: 2019 Wiley Committees: ▪Executive Committee | Current Outside Directorships: ▪None | Former Directorships Held During the Past Five Years: ▪None | | Skills & Qualifications: The Board believes Mr. Wiley brings the requisite experience in comprehensive business leadership and deep institutional knowledge to the Board with extensive operational expertise across all core areas of the Company's business. His unique combination of hands-on experience spanning research publishing, digital platform development, corporate strategy, and partnership development with academic societies provides unparalleled insight into every facet of Wiley's operations and strategic opportunities. As both a long-term stakeholder representing the founding family's vision and an experienced leader who has worked across multiple divisions since 2003, Mr. Wiley ensures continuity of Wiley's mission to advance research, learning, and knowledge while bringing practical understanding of the operational challenges and opportunities facing each business segment in today's rapidly evolving academic publishing landscape. | | |

  30. Director Biographies

    | 2025 Proxy Statement | | 19 |

  31. Director Biographies

    Corporate Governance

  32. 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 certain 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.

  33. 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.

  34. Director Compensation

    | Additional Annual Cash Retainers | | | Board Chair | $150,000 | | Committee Chairs | | | Audit | $30,000 | | Compensation | $20,000 | | Governance | $17,500 | | Ad hoc committees | $15,000 | | Non-Chair Committee Members | | | Audit | $15,000 | | Compensation | $10,000 | | Governance | $8,750 | | Ad hoc committees | $7,500 |

  35. Director Compensation

    Directors’ Cash Compensation Fiscal Year 2025 In fiscal year 2025, our non-management directors receive an annual cash retainer of $85,000. In addition to the annual cash retainer, non-management directors serving on a committee receive an annual committee retainer, either as a member or as chair of that committee. 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 the Governance Committee chair receives an additional annual retainer of $17,500. Each of the non-chair members of the Audit. Compensation and Governance Committees receive an annual retainer of $15,000, $10,000, and $8,750, respectively. If the Executive Committee or the CEO Succession Committee, both considered ad hoc committees of the Board, were active during the quarter, the chair of such committee receives an annual retainer of $15,000 and non-chair members receive an annual retainer of $7,500. As Chair of the Board, Mr. Wiley receives a total annual cash retainer of $365,000, consisting of $215,000 in cash (which reflects $85,000 for the annual cash retainer and $130,000 in lieu of the annual equity award), plus an incremental cash retainer of $150,000 for his role as Chair. No other changes were made to the non-management director compensation program in fiscal year 2025.

  36. Director Compensation

    | 38 | | 2025 Proxy Statement |

  37. Director Compensation

    All retainers are paid in quarterly installments and are 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 employed by the Company do not receive additional compensation for Board service. Directors’ Stock Compensation Fiscal Year 2025 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 receive an annual award of restricted Class A Common Stock equal to $130,000, 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). Seven directors received stock compensation in fiscal year 2025 and, except for Mr. Pesce, deferred the receipt of the shares and received 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 stock 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 2025, six of our directors participated in the Deferred Plan. Each participant may designate their 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 ten maximum annual installments disbursed on January 15th of each year following their 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.

  38. Director Compensation

    | 2025 Proxy Statement | | 39 |

  39. Director Compensation Table

    Director Compensation Table The table below indicates the total compensation received by each non-management director during fiscal year 2025. Matthew S. Kissner, our President and CEO, the sole employee director, does not receive any compensation for his service as a director. Mr. Kissner’s employee compensation for fiscal year 2025 is shown in the Summary Compensation Table on page 64.

  40. Director Compensation Table

    | | Fiscal Year 2025 Director Compensation | | | | | | Name | Cash Fee1 | Chair Fee1 | Stock Awards2 | All Other Compensation3,4 | Total | | Katya D. Andresen5 | — | — | — | — | — | | Mari J. Baker3,4 | $101,875 | $17,500 | $130,000 | $51,717 | $301,092 | | David C. Dobson3,6 | $101,875 | — | $130,000 | $36,305 | $268,180 | | Brian O. Hemphill3 | $96,250 | $8,750 | $130,000 | $13,558 | $248,558 | | Karen N. Madden4,7 | $8,888 | — | $74,750 | $2,661 | $86,299 | | Raymond W. McDaniel, Jr.3,8 | $107,500 | $23,750 | $130,000 | $88,286 | $349,536 | | William J. Pesce3,4 | $101,875 | $7,500 | $130,000 | $14,051 | $253,426 | | Inder M. Singh3,4 | $92,500 | $15,000 | $130,000 | $25,169 | $262,669 | | Jesse C. Wiley4,9 | $221,875 | $150,000 | | $250 | $372,125 |

  41. Director Compensation Table

    1.Includes fees earned and paid in fiscal year 2025 and fees earned in fiscal year 2025 but deferred under the Deferred Plan. 2.On September 28, 2024, each of our then sitting non-management directors, other than Mr. Wiley, received an annual restricted stock award of 2,758 shares of Class A Common Stock based on the closing price of $47.13. 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 2025 are $50,917 for Ms. Baker, $36,305 for Mr. Dobson, $13,558 for Dr. Hemphill, $661 for Dr. Madden, $78,286 for Mr. McDaniel, $4,051 for Mr. Pesce, and $15,169 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 2025, as described above: Ms. Baker - $800, Dr. Madden - $2,000, Mr. McDaniel - $10,000, Mr. Singh - $10,000, Mr. Pesce - $10,000 and Mr. Wiley - $250. These amounts are included under “All Other Compensation.” 5.Ms. Andresen joined the Board in June 2025 and did not receive compensation in fiscal year 2025. 6.Mr. Dobson elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 7.Dr. Madden elected to defer 100% of her cash compensation pursuant to the Deferred Plan. 8.Mr. McDaniel elected to defer 100% of his cash compensation pursuant to the Deferred Plan. 9.Mr. Wiley received an annual cash retainer of $215,000, comprised of the $85,000 annual cash retainer and $130,000 in lieu of the annual equity award, and an incremental cash retainer of $150,000 for his role as Chair.

  42. Director Compensation Table

    | 40 | | 2025 Proxy Statement |

  43. Compensation Highlights

    | Pay Mix | Pay for Performance | | ■Our pay mix emphasizes performance: for fiscal year 2025, 76% of our NEOs’ target total direct compensation was performance-based. ■Base salaries provide executive officers with market competitive fixed pay reflective of their role, experience and contributions, and allows us to attract and retain transformative talent. ■Annual incentive opportunities 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 2025, 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"). | ■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 2025, annual incentive awards for the NEOs ranged from 97% to 102% of target, reflecting Company funding at 102% of target, (based on adjusted revenue performance at 99% of target, adjusted operating income performance of 103% of target, and personal performance of 99% 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 2023 through 2025 cycle) paid out in aggregate at 87% of target (or ~83% of target value using fair market values on dates of grant and end of cycle due to a decline in stock price), reflecting mixed performance during the period. |

  44. Our Compensation Governance Best Practices

    | What We Do | | | • | Performance-based compensation: A significant portion of our NEOs’ target total direct compensation is performance-based | | • | 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 performance-based cash and stock awards are covered for material financial restatements, in compliance with 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 35, we closely monitor risks associated with our compensation programs and individual compensation decisions to confirm that they do not encourage excessive risk-taking |

  45. Equity Grant Timing Practices

    Equity Grant Timing Practices The Compensation Committee approves all equity award grants to our named executive officers ("NEOs") on or before the grant date. The Compensation Committee's general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they approve equity awards for NEOs. Accordingly, annual equity awards are typically granted to our NEOs at the first Compensation Committee meeting of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the Compensation Committee has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.

  46. How We Make Compensation Decisions

    Use of Competitive Data The Compensation Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs. To assess the competitiveness of our executive compensation program, we review compensation data from our peer group’s proxy materials as well as external survey data. As part of this process, we measure target pay levels within each compensation component and in the aggregate. We also review the mix of our fixed versus variable compensation. This information is then presented to the Compensation Committee for its review and use. Generally, differences in the levels of total direct compensation among the NEOs are primarily driven by differences in the competitive market pay ranges reflecting scope of responsibilities, an established track record of performance in current and prior roles, and considerations of internal equity. Proxy Peer Data The Compensation Committee utilizes a peer group to evaluate whether executive officer pay levels are aligned with Company performance on a relative basis. The Compensation Committee primarily identifies companies that are of comparable size and are within the same general industry. Following are the peer companies that were approved and used in order to inform NEO compensation-related decisions for fiscal year 2025. Based on revenue, operating income, operating margin and market capitalization, our average positioning approximated the 48th percentile within the peer group, as illustrated in the chart below.

  47. 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 2025 target incentive percentages for the NEOs remained unchanged from prior year, with the exception of Mr. Caridi, whose target annual incentive percentage was increased from 50% to 85% to reflect his tenure as Interim CFO. 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.

  48. How We Make Compensation Decisions

    Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The fiscal year 2025 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. Funding for adjusted revenue and adjusted operating income may range between 50% and 150% of target, with minimum funding of 40% if the Company achieves 85% of its adjusted operating income target. The personal performance modifier may range from 0% up to 200%. Business Results Annual incentives were funded at 102% of target, reflecting achievement of adjusted revenue at 99% of target, and adjusted operating income between the target and outstanding performance levels, at 103% 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. Each of our targets was set at a higher level than our actual results from the prior year under the annual incentive plan.

  49. 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) | 150% | $1,350.0 | $1,377.0 | 102.0% | | Christopher F. Caridi (Interim CFO) | 85% | $382.5 | $390.2 | 102.0% | | James J. Flynn II (GM, R&L) | 100% | $500.0 | $485.0 | 97.0% | | Danielle McMahan (CPO) | 85% | $412.3 | $420.5 | 102.0% | | Deirdre P. Silver (GC) | 75% | $348.8 | $355.7 | 102.0% |

  50. How We Make Compensation Decisions

    Former NEOs were not eligible for fiscal year 2025 annual incentive payouts. Long-Term Incentives For fiscal year 2025, we granted our NEOs a mix of 60% PSUs and 40% RSUs under the ELTIP. Grant values for the CEO in fiscal year 2025 were converted to target PSUs and RSUs using a ten-day average closing stock price as of July 15, 2024, when Mr. Kissner became ongoing CEO. Grant values for the other NEOs in fiscal year 2025 were converted to target PSUs and RSUs using a ten-day average closing stock price as of June 21, 2024. 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 2025 PSUs for the FY25-27 Cycle Our PSU design for fiscal year 2025 continued a market-driven approach of setting cumulative financial targets for revenue and adjusted EBITDA at the beginning of the three-year cycle (each metric weighted 50%), similar to fiscal year 2024. The PSUs granted to the NEOs for this cycle (the “FY25-27 PSUs”) are eligible to be earned from 0-200% of target, subject to Company performance results and continued employment (except for qualifying terminations of employment as described later in this proxy statement), and are reflected in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards as of April 30, 2025, our fiscal year end.

  51. How We Make Compensation Decisions

    Fiscal Year 2025 PSUs for the FY23-25 Cycle For the FY21-23, FY22-24 and FY23-25 cycles, annual goals were used, reflecting challenges in setting long-term performance goals in volatile markets. For the FY23-25 cycle which ended this fiscal year, financial targets for adjusted revenue and adjusted EBITDA, equally weighted, were set at the beginning of each year in the cycle, with a payout in June 2025, 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, one-third of the PSUs granted to the NEOs for the FY23-25 cycle (the “FY25 PSUs for the FY23-25 Cycle”) are shown later in the Proxy Statement in the Summary Compensation Table (for fiscal year 2025), the Grants of Plan-Based Awards, and the Outstanding Equity Awards at fiscal year end tables. The other two tranches were disclosed as granted in fiscal years 2023 and 2024 (in accordance with SEC and accounting requirements), when the applicable annual financial targets were set for each of the years. For each NEO, the full values of the PSUs for the FY23-25 cycle, and individual target numbers of shares by year of the cycle are shown in the following table. Mr. Kissner did not receive PSUs during the FY23-25 cycle.

  52. 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) | | Christopher F. Caridi (Interim CFO) | $109 | 789 | 790 | 790 | | Christina Van Tassell (Former CFO)1 | $734 | 5,317 | 5,317 | 5,317 | | James J. Flynn II (GM, R&L) | $430 | 3,113 | 3,114 | 3,114 | | Aref Matin (Former CTO)1 | $649 | 4,703 | 4,704 | 4,704 | | Danielle McMahan (CPO) | $340 | 2,462 | 2,462 | 2,463 | | Deirdre P. Silver (GC) | $320 | 2,319 | 2,319 | 2,319 |

  53. How We Make Compensation Decisions

    1.PSUs shown for Ms. Van Tassell and Mr. Matin include full grants for the cycle. PSUs earned for the FY23-25 cycle shown in the table below reflect proration through their respective separation dates.

  54. How We Make Compensation Decisions

    PSUs Earned for the FY23-25 Cycle Based on annual performance against financial goals for each year of the FY23-25 cycle (with financial performance for fiscal years 2023 and 2024 reflected in the 2023 and 2024 Proxy Statements, respectively), PSUs were earned at 43% for fiscal year 2023, 121% for fiscal year 2024 and 97% for fiscal year 2025, or 87% 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 83% of the target grant value. Mr. Kissner did not receive PSUs during the FY23-25 cycle.

  55. How We Make Compensation Decisions

    | Named Executive Officer | Fiscal Year | Target PSUs | Earned PSUs | Earned PSUs as % of Target | | Christopher F. Caridi (Interim CFO) | FY25 | 790 | 766 | 97.0% | | | FY24 | 790 | 956 | 121.0% | | | FY23 | 789 | 339 | 43.0% | | Christina Van Tassell (Former CFO)1 | FY25 | 4,283 | 4,155 | 97.0% | | | FY24 | 4,283 | 5,182 | 121.0% | | | FY23 | 4,283 | 1,842 | 43.0% | | James J. Flynn (GM, R&L) | FY25 | 3,114 | 3,021 | 97.0% | | | FY24 | 3,114 | 3,768 | 121.0% | | | FY23 | 3,113 | 1,339 | 43.0% | | Aref Matin (Former CTO)1 | FY25 | 4,051 | 3,929 | 97.0% | | | FY24 | 4,051 | 4,902 | 121.0% | | | FY23 | 4,050 | 1,741 | 43.0% | | Danielle McMahan (CPO) | FY25 | 2,463 | 2,389 | 97.0% | | | FY24 | 2,462 | 2,979 | 121.0% | | | FY23 | 2,462 | 1,059 | 43.0% | | Deirdre P. Silver (GC) | FY25 | 2,319 | 2,249 | 97.0% | | | FY24 | 2,319 | 2,806 | 121.0% | | | FY23 | 2,319 | 997 | 43.0% |

  56. How We Make Compensation Decisions

    1.Target and earned PSUs shown for Ms. Van Tassell and Mr. Matin reflect proration through their respective separation dates. Fiscal Year 2025 RSUs RSUs, representing 40% of our NEOs’ long-term incentive value under the ELTIP, vest 25% per year on each April 30th, beginning one year after grant and are generally subject to continued employment (except for certain qualifying terminations of employment as described later in this proxy statement). Employment Letters Although the employment of the NEOs is "at will", each of the NEOs has an employment letter that contains certain terms and conditions of their employment, including payments made upon a qualifying termination of employment, as described later in this proxy statement.

  57. 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 Plan. 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, including 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. These taxable benefits are provided primarily for the financial security and productivity of executives, which allows greater focus on Company business activities. | | | | | 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 when an eligible officer participates in the plan. | | |

  58. 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 (applicable to cash incentives and performance-based equity awards) 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, the Company maintains a separate clawback policy applicable to executive officers that also covers incentive compensation in the event of a financial restatement, and complies with 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 multiple for the CEO is six times base salary. The ownership multiple for the other NEOs is two and one-half times base salary. Mr. Caridi who is a Senior Vice President has an ownership multiple of one time his 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 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 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 multiple. | | | 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 | | |

  59. 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) | 2025 | $900.0 | — | $3,171.3 | | $1,377.0 | $15.4 | $84.5 | $5,548.3 | | | 2024 | $487.5 | — | $1,694.2 | $127.6 | $885.7 | $(92.4) | $255.1 | $3,357.7 | | Christopher F. Caridi (Interim CFO) | 2025 | $408.8 | — | $277.2 | | $390.2 | $31.3 | $26.3 | $1,133.8 | | Christina Van Tassell (Former CFO) | 2025 | $272.6 | — | $1,736.0 | | | $18.1 | $713.4 | $2,740.2 | | | 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 | | James J. Flynn II (GM, R&L) | 2025 | $500.0 | — | $1,576.0 | | $485.0 | $41.2 | $168.3 | $2,770.5 | | | 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 (Former CTO) | 2025 | $270.9 | — | $1,535.7 | | | $174.4 | $511.1 | $2,492.0 | | | 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 | | Danielle McMahan (CPO) | 2025 | $480.0 | — | $1,003.1 | | $420.5 | $6.9 | $38.8 | $1,949.4 | | | 2024 | $455.0 | — | $845.3 | $127.6 | $538.0 | $6.4 | $53.2 | $2,025.4 | | Deirdre P. Silver (GC) | 2025 | $460.0 | — | $906.5 | | $355.7 | $34.3 | $62.0 | $1,818.5 |

  60. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd-Frank 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 2025, the median annual total compensation of all employees of the Company (other than the CEO) was $64,242. Mr. Kissner’s total compensation for fiscal year 2025, for purposes of the Pay Ratio Disclosure was $5,548,261. Based on this information, for fiscal year 2025, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 86 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, 2025, was our consistently applied compensation measure ■All 5,215 employees as of April 30, 2025 (full-time, part-time and temporary), other than the CEO, in all global locations were included ■Base pay was converted to USD using April 2025, monthly average exchange rates Using this methodology, the median employee was a full-time employee located in the United States. Annual Total Compensation For purposes of the Pay Ratio Disclosure, our median employee’s annual total compensation for fiscal year 2025, was calculated using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table on page 64. 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.

  61. CEO Pay Ratio

    | 2025 Proxy Statement | | 79 |

  62. 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 the Company's principal executive officer(s) ("PEO"), the average of the non-PEO NEOs, and Company performance for the fiscal years 2021 through 2025. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  63. 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 | | | | | | | | 2025 | $5,548.3 | | $5,723.3 | | $2,150.5 | $1,478.6 | $137.1 | $205.4 | $84.2 | $1,660 | | 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 |

  64. Pay Versus Performance Disclosure

    (All values in 000s) 1.Matthew S. Kissner was our PEO during fiscal year 2025. Matthew S. Kissner and Brian A. Napack were our PEOs during fiscal year 2024. Mr. Napack was our PEO for fiscal years 2023, 2022 and 2021. The individuals comprising the non-PEO NEOs for each year presented are listed below.

  65. Pay Versus Performance Disclosure

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Christopher F. Caridi | Christina Van Tassell | Christina Van Tassell | John A. Kritzmacher | John A. Kritzmacher | | Christina Van Tassell | James J. Flynn II | Aref Matin | Christina Van Tassell | Todd R. Zipper | | James J. Flynn II | Aref Matin | Todd R. Zipper | Aref Matin | Matthew S. Kissner | | Aref Matin | Danielle McMahan | James J. Flynn II | Todd R. Zipper | Judy K. Verses | | Danielle McMahan | | | Matthew H. Leavy | | | Deirdre P. Silver | | | | |

  66. Pay Versus Performance Disclosure

    2.Information reflected for fiscal year 2024 is for PEO Matthew S. Kissner, who was appointed as interim CEO during fiscal year 2024. 3.Information reflected for fiscal year 2024 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.

  67. Pay Versus Performance Disclosure

    | 80 | | 2025 Proxy Statement |

  68. 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 in the table directly below. Equity values are calculated in accordance with FASB ASC Topic 718.

  69. Pay Versus Performance Disclosure

    | | 2025 | | 2024 | | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non- PEO NEOs | 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) | $5,548.3 | $2,150.5 | $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 | $3,171.3 | $1,172.4 | $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 | $2,670.0 | $623.5 | $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 from Last Day of the Prior Year of Outstanding and Unvested Equity Awards Granted in Prior Years | $333.1 | $158.5 | $— | $(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 | $296.7 | $55.5 | $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 | $46.6 | $55.1 | $(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 | $— | $392.1 | $— | $1,981.7 | $— | $— | $— | $— | $111.1 | $— | $— | | Compensation Actually Paid | $5,723.3 | $1,478.6 | $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 |

  70. 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, 2025. Cumulative total return assumes $100 invested on April 30, 2020, and reinvestment of dividends throughout the period. 7.GAAP Net Income in Fiscal Year 2025: The Company completed the planned divestitures of non-core businesses, and incurred restructuring charges. Our GAAP results for FY25 reflect this activity. In FY25, the Company recorded net losses on the sale of businesses, assets, and impairment charges totaling $23 million, and restructuring charges totaling $26 million.

  71. Pay Versus Performance Disclosure

    | 2025 Proxy Statement | | 81 |

  72. 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 and 2025, 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. 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.

  73. Pay Versus Performance Disclosure

    | 82 | | 2025 Proxy Statement |

  74. 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. 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 2025. 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

  75. Pay Versus Performance Disclosure

    | 2025 Proxy Statement | | 83 |

  76. Pay Versus Performance Disclosure

    Ownership of Common Stock The following tables show the number of shares of the Company's Class A and Class B Stock beneficially owned by the current directors, NEOs, and persons and entities beneficially owned, or who might be deemed to own, 5% or more of its outstanding shares of Class A Common Stock or Class B Common Stock, as noted. The percentage of ownership is calculated based on 44,559,333 outstanding shares of Class A Stock and 8,767,943 outstanding shares of Class B Stock on July 31, 2025. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 8.