Wiley & Sons DEF 14A: Executive Pay Details

Ticker: WLYB · Form: DEF 14A · Filed: Aug 14, 2024 · CIK: 107140

John Wiley & Sons, Inc. DEF 14A Filing Summary
FieldDetail
CompanyJohn Wiley & Sons, Inc. (WLYB)
Form TypeDEF 14A
Filed DateAug 14, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1,873M, $52M, $208M, $3.96, $1,617M
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Wiley's 2024 proxy statement is out, detailing exec pay for Napack & Kissner. Check it for compensation insights.

AI Summary

John Wiley & Sons, Inc. filed a DEF 14A on August 14, 2024, for the fiscal year ending April 30, 2024. The filing details executive compensation, including that of Matthew S. Kissner and Brian A. Napack, who served as members during the 2023-2024 fiscal year. The report also references compensation data for previous fiscal years, such as 2022-2023 and 2021-2022.

Why It Matters

This filing provides transparency into the compensation packages of John Wiley & Sons' top executives, which can influence investor decisions and perceptions of company management.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and is not indicative of immediate financial distress or significant operational changes.

Key Numbers

  • 2024-04-30 — Fiscal Year End (The reporting period for which compensation details are provided.)
  • 2023-05-01 — Fiscal Year Start (The beginning of the reporting period for compensation.)

Key Players & Entities

  • JOHN WILEY & SONS, INC. (company) — Filer
  • Matthew S. Kissner (person) — Executive Member
  • Brian A. Napack (person) — Executive Member
  • 20240814 (date) — Filing Date
  • 20240926 (date) — Period of Report
  • 0430 (date) — Fiscal Year End

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes and provide detailed information about matters to be voted on at a shareholder meeting, including executive compensation, director elections, and other corporate governance issues.

Who are the key individuals mentioned in relation to executive compensation for the fiscal year ending April 30, 2024?

Matthew S. Kissner and Brian A. Napack are mentioned as members during the 2023-2024 fiscal year, with their compensation details being part of the filing.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on August 14, 2024.

What is the fiscal year end date for John Wiley & Sons, Inc. as indicated in the filing?

The fiscal year end date for John Wiley & Sons, Inc. is April 30.

Does the filing provide historical compensation data?

Yes, the filing references compensation data for previous fiscal years, including 2022-2023 and 2021-2022, in addition to the current 2023-2024 fiscal year.

Filing Stats: 4,443 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-08-14 14:52:36

Key Financial Figures

  • $1,873M — ults Revenue GAAP Operating Income $1,873M $52M down 7% from the prior year d
  • $52M — venue GAAP Operating Income $1,873M $52M down 7% from the prior year down 6%
  • $208M — GAAP EPS Cash from Operations $(3.65) $208M down $3.96 from the prior year down
  • $3.96 — h from Operations $(3.65) $208M down $3.96 from the prior year down 25% from the
  • $1,617M — ted EBITDA Adjusted Operating Income $1,617M $369M $195M down 1% from the prior
  • $369M — A Adjusted Operating Income $1,617M $369M $195M down 1% from the prior year
  • $195M — sted Operating Income $1,617M $369M $195M down 1% from the prior year down 3%
  • $2.78 — or year Adjusted EPS Free Cash Flow $2.78 $114M down 19% from the prior year
  • $114M — r Adjusted EPS Free Cash Flow $2.78 $114M down 19% from the prior year down 3
  • $1,043 million — ed as follows: Research was down 4% to $1,043 million. Learning was up 5% to $574 million.
  • $574 million — $1,043 million. Learning was up 5% to $574 million. On a constant currency basis, Adjuste
  • $114 million — r guidance. Finally, Free Cash Flow of $114 million was down by $59 million compared to the
  • $59 million — e Cash Flow of $114 million was down by $59 million compared to the prior year. Results wer

Filing Documents

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy 27 Transactions with Related Persons 28 Committees of the Board of Directors 28 The Bo ard's Oversight of Risk Management 35 Director Compensation 39 Highlights of our Director Compensation Program 39 Director Compensation Table 41 Outstanding Deferred Stock Awards as of April 30, 2024 42 Non-Management Stock Ownership Guidelines 42 Communications with the Board 43 E SG and Corporate Impact 44 E nvironmental Responsibility 44 Diversity, Equity & Inclusion 45 P ublishing Ethics and Integrity 46 Audit Committee Matters 47 Audit Committee Report 47 Proposal 2 . Ratification of App ointment of Independent Registered Public Accounting Firm 49 Audit Committee F ees 50 Proposal 3 . Non-Binding Advisory Vote of Named Executive Officer Compensation 51

Executive Compensation

Executive Compensation 52 Compensation Discussion and Analysis 52 A message from the Executive Compensation and Development Committee Chair 52 Fiscal Year 202 4 Named Executive Officers 52 Compensation Highlights 53 Our Compensation Governance Best Practices 54 Compensation Snapshot – CEO and NEOs 55 How We Make Compensation Decisions 56 Summary Compensation Table 66 Grants of Plan-Based Awards 68 Outstanding Equity Awards at Fiscal Year End 70 Option Exercises and Stock Vested 71 Non-Qualified Deferred Compensation 72 Potential Payments Upon Termination or Change in Control 73 Compensation Committee Report 78 CEO Pay Ratio 79 Identification of Median Employee 79 Annual Total Compensation 79 Pay Versus Performance Disclosure 80 85 Stock Ownership of Officers and Directors 85 Delinquent Section 16(a) Reports 89 Stock Ownership of Certain Beneficial Owners 87 Information about the Annual Meeting 90 Voting Procedures 90 Attending the Annual Meeting 93 202 4 Proxy Materials 93 Other Matters 95 Shareholder Proposals and Director Nominations for the 2025 Annual Shareholder Meeting 95 Proxy Statement Summary This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement carefully before you vote. Matters to be voted on at our 2024 Annual Meeting of Shareholders Shareholders of John Wiley & Sons, Inc. ("the Company" or "Wiley") will be asked to vote on the following matters at the Annual Meeting of Shareholders. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly submit your proxy with your voting instructions. You may do this over the Internet, as well as by telephone or mail. Proposal Description Board's Recommendation Page 1 Election of 10 Director Nominees FOR each Nominee 9 2 Ratification of the appointment by the Board of Directors of PricewaterhouseC

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