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Form DEF 14A JOHN WILEY & SONS, INC. For: Sep 29

August 17, 2022 3:07 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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JOHN WILEY & SONS, INC.
(Name of Registrant as Specified in its Charter)
 
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August 17, 2022
Letter from our Chief Executive Officer
Dear fellow shareholders,
This year marks Wiley’s 215th anniversary. We opened our doors in 1807 as a print shop in lower Manhattan, and Charles Wiley’s bookstore quickly became a gathering place and knowledge exchange for America’s thinkers and leaders. Today, that tradition continues as Wiley is now one of the world’s largest publishers and a global leader in scientific research and career-connected education.
Wiley helps the world’s researchers and learners succeed, and we did a lot of this in FY22. We distributed significant volumes of new knowledge, partnered with universities to deliver career-enhancing degrees and certifications, and helped scores of corporate leaders build and retain the teams they need to succeed. I am very proud that, after 215 years, Wiley remains true to its mission – unlocking human potential.
Growth in Fiscal Year 2022
FY22 was a strong year for Wiley as we surpassed $2 billion in revenue for the first time while also delivering $433 million of Adjusted EBITDA and $223 million of Free Cash Flow. Our resurgent growth of 7% in FY22, on top of 6% in FY21, is built on consistently growing markets, Wiley’s robust stable of brands and assets, and our strong competitive position as an innovative market leader. Wiley’s success continues to be guided by a long-term strategy, enabled by a strong balance sheet and consistent cash generation.
Wiley’s digital content, high-impact services, and powerful platforms power the global knowledge economy, and our impact deepened in FY22. I am extremely proud of all we accomplished this past year in the face of continued market uncertainty and global disruption.
Optimism for Fiscal Year 2023 and beyond
I am also optimistic about our future. The research and education markets are strong, resilient, and typically counter cyclical. We are gaining momentum. Our well-established, two-pronged strategy is working, and we will continue to pursue it in FY23:
      Lead the research ecosystem to open access – Immediate and unrestricted access to new knowledge accelerates scientific discovery, which accelerates innovation, which drives greater impact. As a publisher, Wiley is at the forefront of a global movement to open access. And as a partner to scholarly societies, universities, corporations and other publishers, our powerful platforms and services are helping the entire knowledge ecosystem adapt to this new model. This strategy is positioning Wiley at the center of the new knowledge economy.
      Connect education to career outcomes – The global talent gap continues to widen as employers scramble to build the teams they need to succeed in the fast-changing digital economy. Wiley’s role here is two-fold. One, we help universities cultivate graduates with skills to succeed in the hardest-to-fill roles. And two, we directly help employers find, train, and retain talent so they can execute their strategic plans. Our content, tech-enabled services, and talent development capabilities are focused on the most needed skills and in-demand job categories such as tech and digital.
In FY23, we are continuing to invest in this strategy while also simplifying and streamlining the company to enhance our focus and drive profitability. Achieving these objectives will ensure we can pursue our bold strategy and deliver impact for generations to come.
Strength in the Wiley Community
The incredible Wiley community will always be at the heart of Wiley’s success. This global team of needle movers starts with our colleagues but also includes millions of researchers, learners, authors, clients, and partners. It also includes you, our valued shareholders; thank you for your continued trust and commitment to our journey.
It is an honor and a privilege to be part of this community and to lead this extraordinary company.




BRIAN NAPACK
President and CEO

Letter from our Chair of the Board
To our valued shareholders:
215 years. As a seventh generation Wiley, it’s amazing to see us pass this milestone. It fills me with pride and appreciation for our Wiley colleagues, past and present, who work tirelessly to deliver on our mission. The Wiley family feels blessed to be part of this journey along with so many in our greater community.
In its early days as a print shop, Wiley published literary greats such as Elizabeth Barrett Browning, James Fenimore Cooper, Washington Irving, Herman Melville, and Edgar Allan Poe. While our legacy is steeped in American history, we have thrived for over 200 years by innovating on a global scale to serve our customers’ and partners’ ever-changing needs. Just 10 years ago, half of Wiley’s revenue came from digital products and services. Today, 47% of our revenue comes from outside the U.S., and 83% comes from digital products and tech-enabled services.
Today’s Wiley is the longest-standing publisher in the U.S. and one of the largest in the world. We are also a global leader in scientific research and career-connected education. Many millions each year benefit from Wiley's research, educational content and courseware, degree programs and talent development services.
Our firm focus on impact and corporate citizenship has us acting swiftly to protect and improve the environment, our global communities, and our workplace through sustainable, ethical, and equitable business practices. I am proud Wiley was named No. 1 in Media & Entertainment in Newsweek’s list of America’s Most Trusted Companies this year.
I am pleased to invite you to attend the 2022 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on September 29, 2022, at 8:00 am EDT. We are holding our Annual Meeting virtually to make it easier for you to attend and to provide a consistent experience, regardless of your location. Details for accessing the webcast are in the Notice of Meeting.
On behalf of the entire Wiley Board of Directors, thank you for your support and continued confidence. We deeply appreciate the interest of all our shareholders in the Company and our mission to unlock human potential by powering scientific research and career-connected education.

Sincerely,



JESSE C. WILEY
Chair of the Board


111 River Street, Hoboken, NJ 07030-5774, U.S.
T +1 201 748 6000
F +1 201 748 5800
www.wiley.com

NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
Date and Time
The Annual Meeting will be held on Thursday, September 29, 2022 at 8:00 A.M. EDT.
Location
The Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/WLY2022.
Advanced Voting Methods


Internet You will need the 16-digit number included in your proxy card, voting instruction form or notice
www.proxyvote.com


Telephone Call the phone number located on your proxy card or voting instruction form


Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided
Items to be Voted Upon
1.
Elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class;
2.
Ratify the appointment of KPMG LLP by the Board of Directors as the Company’s independent public accountants for the fiscal year ending April 30, 2023;
3.
Hold an advisory vote to approve named executive officer compensation;
4.
To approve the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan; and
5.
Transact such other business as may properly come before the meeting or any adjournments thereof.
Who may vote:
Shareholders of record at the close of business on August 5, 2022 will be entitled to notice of, and to vote at, the Annual Meeting.
Attending the Virtual Meeting
The 2022 annual meeting will be a virtual meeting of shareholders. During the virtual annual meeting, you may ask questions and will be able to vote your shares electronically.
Your vote is very important. Whether or not you plan to attend the Annual Meeting virtually, please promptly vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. This will ensure your shares are represented at the meeting.
Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the Internet), or by voting online at the Annual Meeting.
The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are included. The matters listed in the Notice of Meeting are described in this Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be Held on September 29, 2022.
Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended
April 30, 2022 are available at www.proxyvote.com.
We are making the Proxy Statement and the form of proxy first available on or about August 17, 2022.

This Proxy Statement contains certain forward-looking statements concerning the Company’s operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company’s educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company’s ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2023 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.



TABLE OF CONTENTS


PROXY STATEMENT SUMMARY
This summary highlights certain information contained in this Proxy Statement. You should read the entire 2022 Proxy Statement carefully before you vote.
Matters to be Voted on at our 2022 Annual Meeting of Shareholders
Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:
Proxy Item
Board
Recommendation
More
Information
Beginning on
page
1 Election of 11 Director Nominees
FOR each director nominee
2 Ratification of the appointment by the Board of Directors of KPMG LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2023
FOR
3 Advisory vote to approve named executive officer compensation
FOR
4 To approve the John Wiley & Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan
FOR
 2022 Proxy Statement | 1

PROXY SUMMARY
Director Nominee Highlights
Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our 11 director nominees 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 Director nominees.

2 |  2022 Proxy Statement

PROXY SUMMARY
Corporate Governance Highlights
Our Corporate Governance Policies Reflect Best Practices
Independent Oversight
 9 of 11 director nominees are independent
 Standing Board committees comprised 100% of independent Directors
 Regular executive sessions of independent directors at Board meetings (chaired by the Chair of the Executive Committee) and Committee meetings
(chaired by independent Committee Chairs)
 Committed Board oversight of the Company’s strategy, risk management, corporate social responsibility, and human capital management and talent
development
 Consistent periodic review of emergency and non-emergency CEO succession
 Continual review of Board composition, considering skills, experience and
attributes of existing directors, individually and as a group
Board Refreshment
 Comprehensive Board succession outlook and planning process
 Annual election of all Board Directors
 Focus and commitment to actively seeking out highly qualified women and under-represented candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen (37% of director nominees are female or ethnically
diverse; 2 female directors hold Board leadership roles as Committee Chairs)
 Regular Board refreshment and mix of tenure of directors (5 of the director
nominees joined the Board in the last 5 years)
 Comprehensive director orientation and ongoing director education
Good Governance Practices
 Annual Board and Committee self-evaluations
 Prohibition on hedging or pledging Company stock
 Stringent clawback policy applicable to executives
 Rigorous director and executive stock ownership requirements requiring
directors hold five times their Board retainer fee
 Global Code of Conduct applicable to directors and all employees with annual
compliance certification
 Board, through its committees, oversees environment, social and governance matters; Governance Committee charter specifies corporate social
responsibility oversight
 Board oversees Wiley’s cybersecurity risks, policies, controls and procedures
 Director retirement age is 75
 2022 Proxy Statement | 3

Proposal 1. Election of Directors’ Nominees for the Board of Directors
The Company’s Board has identified the skill sets set forth in the table below as the most important to the successful implementation of the Company’s long-range strategic plan. The Board also considers the manner in which each director nominee’s qualities (i) complement those of other Board members and (ii) 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 below.
4 |  2022 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS
Director Skills and Experience

*
ESG = environmental, social and governance; CSR = corporate social responsibility; DE&I = Diversity, Equity and Inclusion;
CRM = Customer Relationship Management
 2022 Proxy Statement | 5

PROPOSAL 1. ELECTION OF DIRECTORS
Director Nominees
There are eleven (11) 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.
Eleven (11) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence, four (4) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors.
All of the nominees are currently directors of the Company.
Jesse C. Wiley, Brian A. Napack and Deirdre P. Silver have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion.
6 |  2022 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS
Our Governance Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints and experiences to effectively oversee the Company’s long-term business strategy. The following table provides a summary of additional information and committee memberships about each director nominee.
 
 
 
 
Committee Membership
Name(1)
Director
Since
Age(2)
Independent
AC
ECDC(1)
GC
DPTC(1)
EC
Mari J. Baker
2011
57
E
 
C
 
 
George Bell
2014
65
C
 
 
 
Beth A. Birnbaum
2018
50
 
 
C
 
David C. Dobson
2017
60
 
 
 
Brian O. Hemphill
2022
53
 
 
 
 
 
Laurie A. Leshin
2015
57
 
 
 
Brian A. Napack
2017
60
 
 
 
 
 
 
Raymond W. McDaniel, Jr.
2005
64
CE
 
 
 
William J. Pesce
1998
71
 
 
 
 
C
Inder M. Singh
2021
63
E
 
 
 
 
Jesse. C. Wiley (Chair)
2012
52
 
 
 
 
 
 
(1)
Ms. Garavaglia served on the ECDC and DPTC during fiscal year 2022. She resigned from the Board effective July 18, 2022.
(2)
Ages as of August 17 2022.
C
= Committee Chair
AC
= Audit Committee
E
= Audit Committee Financial Expert
ECDC
= Executive Compensation and Development Committee
GC
= Governance Committee
DPTC
= Digital Product and Technology Committee
EC
= Executive Committee
 2022 Proxy Statement | 7

PROPOSAL 1. ELECTION OF DIRECTORS
Election of Directors
Directors to be Elected by Class A Shareholders and Their Qualifications


Beth A. Birnbaum, age: 50
Director Since: 2018
Wiley Committees:
 ■  Digital Product and Technology (Chair)
 ■  Executive Compensation and Development Committee
Outside Directorships:
 ■  Bridge Legal Holdings
 ■  Fandom
 ■  Forterra NW
 ■  Partners In Health
 ■  Recycle Track Systems
 ■  Root, Inc.
Former Directorships Held During the Past Five Years:
 ■  Foodee Media (2021)
 ■  GawkBox, Inc. (2019)
 ■  Playworks Illinois (2017)
 ■  Ripl (2022)
Ms. Birnbaum is a senior technology leader with over 20 years of experience in product, general management, operations and strategy. Most recently, Ms. Birnbaum served as chief operating officer at PlayFab, the backend service platform for gaming acquired by Microsoft (NASDAQ: MSFT) from 2017 to 2018. In that role, she led business operations, sales, marketing, customer success and financial planning. Prior to PlayFab, Ms. Birnbaum served in a variety of roles at GrubHub (NYSE: GRUB) from 2011 to 2016, most recently as senior vice president of product, and led product management, user experience and design during GrubHub’s growth from a $20MM revenue startup to a public company with over $350MM in revenues. Prior to GrubHub, Ms. Birnbaum served in a variety of roles at Expedia (NASDAQ: EXPE) from 2003 to 2011, most recently as vice president of product and connectivity, re-architecting Expedia’s commercial and technical relationships with global distribution systems.
Skills & Qualifications
 ■  More than 20 years of experience in developing, launching and scaling successful consumer
technology products
 ■  Operating experience as a general manager and technology executive
8 |  2022 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS


David C. Dobson, age: 60
Director Since: 2017
Wiley Committees:
 ■  Digital Product and Technology
 ■  Governance
Outside Directorships:
 ■  Epiq
Former Directorships Held During the Past Five Years:
 ■  Digital River (2019)
 ■  Versapay (2020)
Mr. Dobson has been Chief Executive Officer of Epiq, a global provider of legal and business services, since 2019. 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. Mr. Dobson served as an independent business consultant from 2012 to 2013. From 2010 to 2012, Mr. Dobson served as executive vice president and group executive, Global Lines of Business, at CA Technologies, a global provider of products and solutions for mainframe, distributed computing and cloud computing environments. From 2009 to 2010, Mr. Dobson served as President of Pitney Bowes Management Services, Inc., a wholly owned subsidiary of Pitney Bowes Inc., a manufacturer of software and hardware and a provider of services related to documents, packaging, mailing and shipping. From 2008 to 2009, Mr. Dobson served as Executive Vice President and Chief Strategy and Innovation Officer of Pitney Bowes Inc., where he was responsible for leading the development of the company’s long-term strategy. From 2005 to 2008, Mr. Dobson served as chief executive officer of Corel Corporation, a global provider of leading software titles. Prior thereto, Mr. Dobson spent 19 years at IBM where he held a number of senior management positions, including corporate vice president, Emerging Business Opportunities, and president and general manager, IBM Printing Systems Division.
Skills & Qualifications
 ■  Extensive experience in senior management positions
 ■  Over 30 years of experience in transforming and building global technology and service organizations
 2022 Proxy Statement | 9

PROPOSAL 1. ELECTION OF DIRECTORS


Brian O. Hemphill, age: 53
Director Since: 2022
Wiley Committees:
 ■  None
Outside Directorships:
 ■  ODU Educational Foundation Board of Trustees
 ■  ODU Research Foundation Board of Trustees
 ■  Old Dominion Athletic Foundation Board of Trustees
 ■  ODU Real Estate Board of Trustees
 ■  Jefferson Science Associates, LLC Board of Directors
 ■  Preston Hollow Community Capital Board of Managers
 ■  American Association of State Colleges and Universities (AASCU) Board of
Directors
 ■  Sun Belt Conference Board of Directors
 ■  The Lebron James Family Foundation I Promise Institute Bureau Board of
Director
​Dr. Hemphill has served as Old Dominion University’s (ODU) ninth president since 2021 and previously served as Radford University’s seventh president from 2016 to 2021. In his role as President of ODU, Dr. Hemphill serves on a variety of boards and commissions, including serving on the Board of Directors of American Association of State Colleges and Universities (AASCU). Dr. Hemphill has also held senior roles at various educational institutions earlier in his career, including the University of Arkansas-Fayetteville, Northern Illinois University, and West Virginia State University.
Skills & Qualifications
 ■  Executive leadership experience in academia
 ■  Insight into the needs and practices of the academic community critical for developing and
innovating new business models in our key businesses
 ■  Active engagement with leaders, faculty and students in the academic community


Inder M. Singh, age: 63
Director Since: 2021
Wiley Committees:
 ■  Audit
Outside Directorships:
 ■  Affinity Federal CU
 ■  IonQ
Mr. Singh has served, since 2019, as Executive Vice President and Chief Financial Officer of Arm Limited, a semiconductor and software design company, where he leads the global finance organization as well as corporate IT operations, procurement and enterprise security teams. 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., a publicly listed company. Prior to that, Mr. Singh was a Managing Director at SunTrust Bank’s equities unit, and a Senior Vice President in finance at Comcast Corporation. Mr. Singh is currently a member of the board of directors of IonQ (IONQ-NYSE) and Affinity Federal Credit Union, a U.S. financial services firm. Mr. Singh has also advised startups as a member of Columbia University’s Entrepreneurship Advisory Board, and participates as a project advisor for the U.S. Department of Homeland Security on national security and critical infrastructure issues.
Skills & Qualifications
 ■  Extensive finance and corporate management experience within various organizations
 ■  Knowledgeable in the technology and infrastructure industry
10 |  2022 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS
Directors to be Elected by Class B Shareholders and Their Qualifications

Mari J. Baker, age: 57
Director Since: 2011
Wiley Committees:
 ■  Governance (Chair)
 ■  Audit
Outside Directorships:
 ■  Blue Shield of California
 ■  GoShip, Inc.
Former Directorships Held During the Past Five Years:
 ■  Healthline, Inc. (2020)
 ■  Quicken, Inc. (2021)
Ms. Baker has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization.
Skills & Qualifications
 ■  Experience serving on boards of multiple for-profit corporations and large non-profit
organizations
 ■  Proven business leader, experienced general manager and internet marketing veteran
 2022 Proxy Statement | 11

PROPOSAL 1. ELECTION OF DIRECTORS

George Bell, age: 65
Director Since: 2014
Wiley Committees:
 ■  Compensation (Chair)
 ■  Audit
Outside Directorships:
 ■  Association of College and University Educators
 ■  Helpsy
 ■  Mavrk
 ■  Material Bank
 ■  Trust for Public Land
 ■  Squash Busters
Former Directorships Held During the Past Five Years:
 ■  Care.com Inc. (2020)
 ■  Angie’s List (2020)
 ■  Place IQ (2021)
 ■  Swoop (2017)
Mr. Bell is a Senior Partner at Archer Venture Capital, a venture capital firm. 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 a 30-year veteran of creating and growing consumer-facing and software businesses. From 2010 to 2013, he was President and CEO of Jumptap, a General Catalyst portfolio company, which sold to Millennial Media (NYSE: MM). Mr. Bell was also President and CEO of Upromise from 2001 to 2006, a General Catalyst portfolio company, sold to Sallie Mae; former chairman and CEO of Excite and [email protected] from 1996 to 2001; founder of The Outdoor Life Network (now NBC Sports Network); former Board Chair, Harris Interactive, which was sold to Nielsen; former senior vice president of Times Mirror Magazines, overseeing titles such as SKI and Field & Stream; recipient of the Ernst & Young Entrepreneur of the Year Award for California and New England; and four-time Emmy Award-winning producer and writer of documentaries on adventure, wildlife, and vanishing cultures.
Skills & Qualifications
 ■  More than 30 years of entrepreneurial experience creating and growing consumer businesses as
CEO
 ■  Significant operating experience in consumer businesses, including introducing new business
models and leveraging technology
 ■  Significant experience in assessing company operations and strategy
12 |  2022 Proxy Statement

PROPOSAL 1. ELECTION OF DIRECTORS

Laurie A. Leshin, age: 57
Director Since: 2015
Wiley Committees:
 ■  Governance
 ■  Executive
Outside Directorships:
 ■  FIRST
 ■  Watermark
 ■  John F. Kennedy Library Foundation
Former Directorships Held During the Past Five Years:
 ■  American Association of Colleges and Universities (2020)
 ■  Association of Independent Colleges & Universities of MA (AICUM)
(May 2022)
 ■  BoldlyGo Institute (2019)
 ■  MA HighTech Council (May 2022)
 ■  Worcester Polytechnic Institute (May 2022)
Dr. Leshin became a Director of NASA’s Jet Propulsion Lab, a research and development lab, in May 2022. She also served as the 16th president of Worcester Polytechnic Institute (WPI) from 2014 to May 2022. Dr. Leshin brings to the Wiley board over 20 years of experience as a leader in academia and government service, and an accomplished record as a space scientist. Prior to joining WPI, Dr. Leshin served as the Dean of the School of Science at Rensselaer Polytechnic Institute in New York, where she expanded and strengthened interdisciplinary scientific research and education, championed diversity in STEM, and significantly expanded fundraising and outreach initiatives. While at Rensselaer, Dr. Leshin continued her work as a scientist for the Mars Curiosity Rover mission and was appointed by President Obama to the Advisory Board for the Smithsonian National Air and Space Museum. Prior to joining Rensselaer, Dr. Leshin served as the deputy director of NASA’s Exploration Systems Mission Directorate, where she was responsible for oversight of NASA’s future human spaceflight programs and activities. Dr. Leshin also worked as the director of science and exploration at NASA’s Goddard Space Flight Center. Dr. Leshin is a recipient of NASA’s Outstanding Leadership Medal, NASA’s Distinguished Public Service Medal, and the Meteoritical Society’s Nier Prize. She has served on the Board of Directors of Women in Aerospace and the Council of the American Geophysical Union.
Skills & Qualifications
 ■  Executive leadership experience in academia and government service
 ■  Being a leading scientist and educator in her field
 ■  Insight into the needs and practices of the academic and research community critical for
developing and innovating new business models in our key businesses
 ■  Proven business leader, experienced general manager and internet marketing
 2022 Proxy Statement | 13

PROPOSAL 1. ELECTION OF DIRECTORS

Raymond W. McDaniel, Jr., age: 64
Director Since: 2005
Wiley Committees:
 ■  Audit (Chair)
 ■  Executive
Outside Directorships:
 ■  Moody’s Corporation
 ■  Muhlenberg College
Mr. McDaniel has been the Non-Executive Chairman of the Board of Directors of Moody’s Corporation, a global integrated risk assessment firm, since 2021. Mr. McDaniel was previously the Chief Executive Officer of Moody’s Corporation from 2005 to 2020. From 2005 to 2012 he also served as Chairman of Moody’s Corporation. In 2012, he was named President of Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief Operating Officer of Moody’s Corporation from 2004; President of Moody’s Corporation from 2004; and President of Moody’s Investors Service since 2001. In prior assignments with Moody’s, he served as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation Board of Directors since 2003.
Skills & Qualifications
 ■  Over eight years of experience as Chairman and over 15 years of experience as Chief Executive
Officer of Moody’s Corporation
 ■  Extensive international experience and experience in implementing international business expansion and new products
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PROPOSAL 1. ELECTION OF DIRECTORS


Brian A. Napack, age: 60
Director Since: 2017
Outside Directorships:
 ■  Business Higher Education Forum
Former Directorships Held During the Past Five Years:
 ■  Association of American Publishers (AAP) (January 2022)
 ■  Ascend Learning (2017)
 ■  Blackboard (2017)
 ■  Burning Glass (2019)
 ■  Houghton Mifflin Harcourt (2017)
 ■  Ingram Industries (2017)
 ■  myOn Holdings (2017)
 ■  RB Media (2017)
 ■  Synergis Education (2017)
 ■  Zero to Three (2022)
​Brian Napack has served as President and CEO of Wiley since 2017. He is the 14th president in Wiley’s 215-year history. Mr. Napack’s career has included leadership roles across publishing, education and digital media. He came to Wiley from Providence Equity Partners, a leading investor in media and education. Previously, he served as president of Macmillan, the global publisher, where he oversaw businesses in education, digital media, consumer books and magazines. Before Macmillan, Mr. Napack was a partner at LEK Consulting, a global management consulting firm where he served clients in media and education; founder and CEO of ThinkBox, an education technology company targeting the early childhood sector; and a senior executive at The Walt Disney Company where he founded Disney Educational Publishing and co-founded Disney Interactive. Earlier in his career, he held senior roles at Simon & Schuster, the leading publishing company, and A.T. Kearney, a global management consulting firm. Mr. Napack has held numerous board appointments for companies in the media, education, and technology sectors. Mr. Napack currently serves as chairman of the board for the Business-Higher Education Forum (BHEF), a non-profit that works to close the talent gap by building bridges between higher ed institutions and leading corporations. He recently completed a term as chairman of the board for the Association of American Publishers (AAP), advocating for free expression, intellectual property rights and competitive markets on behalf of the America’s publishing community. He served as a long-time board member of Zero-To-Three, a national non-profit advocacy group dedicated to ensuring that all children have a strong start in life.
Skills & Qualifications
 ■  Extensive background as a leader and innovator in the media, education and information
industries
 ■  Proven focus on the creation, management and growth of businesses in education and information that leverage new strategies, business models, technologies and distribution
platforms to address evolving market demand
 ■  Significant experience gained through managing and serving on the boards of a wide array of companies within Wiley’s industries
 2022 Proxy Statement | 15

PROPOSAL 1. ELECTION OF DIRECTORS

William J. Pesce, age: 71
Director Since: 1998
Wiley Committees:
 ■  Executive (Chair)
Outside Directorships:
 ■  William Paterson University Board of Trustees
 ■  Pesce Family Ventures LLC
Mr. Pesce served as the Company’s 10th President and Chief Executive Officer for 13 years from 1998 to 2011, when he retired after nearly 22 years at the Company. Mr. Pesce is a member of the Board of Trustees of William Paterson University, where he serves as a member of the Executive Committee, Chair of the Educational Policy and Student Development Committee and member of the Nominations and Governance Committee. Mr. Pesce is a benefactor and advisor to the Pesce Family Mentoring Institute at William Paterson University. He served on the Board of Overseers of NYU’s Stern School of Business for 17 years. Mr. Pesce serves as a guest lecturer, speaking with students about leadership, ethics and integrity. He launched Pesce Family Ventures, LLC in 2015 to invest in early stage companies, particularly entities that leverage enabling technology to serve customers.
Skills & Qualifications
 ■  13 years as the Company’s prior President and Chief Executive Officer
 ■  Extensive experience with leading a global public company, strategic planning, financial planning
and analysis, acquisitions and partnerships, and investor relations
 ■  Active engagement with leaders, faculty and students in the academic community; and exposure to innovative, technology-enabled business models at early stage companies

Jesse C. Wiley, age: 52
Director Since: 2012
Wiley Committees:
 ■  None
Mr. Wiley was elected Chair of the Board of Directors of John Wiley & Sons, Inc. in 2019, having served as a director since 2012. Prior to being elected as Chair of the Board, Mr. Wiley was an employee of the Company since 2003. Most recently, Mr. Wiley has worked in Wiley’s Research division on business development including building partnerships with academic societies and helping grow business and partnerships in China. Previously he worked in corporate M&A and strategy development, on international business development, digital and new business initiatives, and product development within the division formerly known as Professional Development. Prior to that, he worked as a marketer and then editor of professional books.
Skills & Qualifications
 ■  Broad and deep experience working in Wiley’s industries with partners and customers in the
markets Wiley serves
 ■  Indepth knowledge of many businesses and functions within the Company, including working at the forefront of digital publishing and online learning, developing new products and business models, and developing and executing partnerships and acquisitions
16 |  2022 Proxy Statement

BOARD COMPOSITION AND REFRESHMENT
We believe the Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills, viewpoints and experiences. To promote thoughtful Board refreshment, we have:
Developed a comprehensive, ongoing Board succession planning process;
Implemented an annual Board and Committee assessment process; and
Adopted a policy in which no director may stand for election to the Board after reaching the age of 75.
Five of the 11 director nominees have joined the Board over the last five years. The average age of our director nominees is 59 years. The average tenure of all our director nominees is 8.4 years.
The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, including potential nominees recommended by current directors, retained search firm or shareholders. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees. The full Board reviews and has final approval of all potential director nominees being recommended to the shareholders for election to the Board.
The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:
(1)
The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole;
(2)
A director should have the required expertise and experience, a proven record of professional success and leadership and be able to offer advice and guidance to the Company;
(3)
A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment;
(4)
A director should have the ability to work effectively with others;
(5)
The Board also considers diversity factors, such as business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics;
(6)
A majority of directors should be independent; and
(7)
A director retires from the Board at the annual meeting following his or her 75th birthday, unless an exception is approved by the Board.
 2022 Proxy Statement | 17

BOARD COMPOSITION AND REFRESHMENT
Consideration of Board Diversity
Throughout the director selection and nomination process, the Governance Committee and the Board seek to achieve diversity within the Board with a broad array of viewpoints and perspectives that are representative of our global business. The Governance Committee adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics or any other protected category under applicable law. This process is designed to assist the Board in identifying potential board members with diverse backgrounds, perspectives and experience, including appropriate financial and other expertise relevant to the business of the Company.
The director nomination processes call for the consideration of a range of types of diversity, including business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, and disability. In fact, diversity is one of the enumerated criteria that the Board has identified as critical in maintaining among its current and potential directors. The Board also annually assesses the diversity of its members as part of its assessment process.


Director Orientation and Continuing Education
All new directors participate in our director orientation program during their first four to six months on our Board. New directors have a series of meetings over time with each member of the Board, and senior management representatives from the business and shared services areas to review and discuss information about the company, including the Company’s business, financial performance, strategic plans, executive compensation program, controls and corporate governance policies and practices. Based on input from our directors, we believe this gradual on-boarding approach, coupled with additional committee-specific training and materials, provides new directors with a strong foundation in the Company’s businesses, connects new directors with other members of the Board and members of management with whom they will interact and see, and accelerates their effectiveness to engage fully in Board deliberations.
Continuing education is also provided during Board meetings and other Board discussions as part of the formal meetings, and as stand-alone information sessions outside of meetings to help keep them appropriately apprised of key developments in the Company’s businesses and industries, as well as developments in corporate governance. The directors are also encouraged to visit the Company’s global offices and to attend Company sponsored events, which provide the directors with an opportunity to see and experience firsthand the execution and impact of the Company’s strategy and to engage with senior leaders and associates to deepen their understanding of the Company’s business and corporate culture. In addition, the Company pays for all reasonable expenses for any director who wishes to attend external director continuing education programs.
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BOARD COMPOSITION AND REFRESHMENT
Board and Committee Assessments
The Board believes self-evaluations of the Board, the committees and individual directors are important elements of corporate governance. As such, the Board and each of its Committees conduct a self-evaluation at least annually.
The Board also conducts annually a formal evaluation of its individual members, including the Chair of the Board. In addition, informal evaluations are conducted after every meeting by the Chair of the Board and the Chair of the Governance Committee so that directors have an opportunity to share perspectives, feedback and suggestions year-round, both in and outside of the Boardroom.
Our assessment processes enable directors to provide confidential feedback on topics including: meeting agenda and materials, the Board’s culture, quality of discussions, relationships among directors, and the skills, characteristics, and perspectives to consider for future Board refreshment. Periodically, the Board engages a third-party facilitator to help administer the annual Board evaluation. The objective of the annual evaluation is to ensure that the Board as a whole, its committees, and its individual directors are functioning at a high level and are providing the best value and performance for the Company’s stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board and individual directors. The information obtained from the annual evaluations is used to promote director development, direct future Board agendas and meeting approaches, ensure good communication among the directors and management, and review future board candidate qualifications. In addition to the formal evaluation, the Chair of the Governance Committee and the Board speak with each Board member to review the assessment results and receives input regarding Board and committee practices and priorities.
Shareholder Recommendations and Nominations of Director Candidates
The Governance Committee will consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Chair of the Governance Committee to determine whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “2023 Shareholder Proposals and Director Nominations” on page 82 of this Proxy Statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications, including with respect to diversity.
 2022 Proxy Statement | 19

CORPORATE GOVERNANCE
Key Corporate Governance Documents
The following key corporate documents are available at www.wiley.com/en-us/corporate-governance: Corporate Governance Principles; the Business Conduct and Ethics Policy (the “Code of Ethics”); and the Charters of our Audit, Executive Compensation and Development, Governance, Digital Product and Technology, and Executive Committees of the Board.
Code of Ethics
The Company has adopted a global Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s website at www.wiley.com/en-us/corporategovernance. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website.
In 2021, the Company adopted the Vendor Code of Conduct (the “Vendor Code”) applicable to suppliers, service providers, contingent workers, agents, consultants, independent contractors, and business partners of the Company. The Vendor Code contains general requirements for vendors to do business with the Company, including responsibility and compliance with laws, protecting confidential information, adherence to equal employment practices, and demonstrating a commitment to responsible environmental stewardship and responsibility.
Corporate Governance Principles
To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below. The Board and management believe that these Principles, which are consistent with the requirements of the SEC and the NYSE, are in the best interests of the Company, its shareholders and other stakeholders, including employees, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance.
Pursuant to the NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders and stakeholders to abide by all of the NYSE listing rules.
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 Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and
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CORPORATE GOVERNANCE
discusses its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:
a)
reviews the Company’s business and strategic plans and operating performance;
b)
reviews and approves the Company’s financial objectives, investment plans and programs; and
c)
provides oversight of internal and external audit processes and financial reporting.
Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors.
Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation.
Attendance
Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. Between May 1, 2021 through April 30, 2022 (“fiscal year 2022”), our Board held 11 meetings and our Committees held an aggregate of 29 meetings. In fiscal year 2022, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served). All members of the Board attended the 2021 Annual Meeting of Shareholders.
Director Independence
The Board’s director independence guidelines, which are a part of its Corporate Governance Principles, are consistent with the rules of the NYSE, to assist in determining director independence. For a director to be considered independent, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board is currently composed of eleven (11) members. Brian A. Napack is the Company’s President & CEO. Jesse C. Wiley is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Mr. Napack and Mr. Wiley, meet the independence guidelines the Board set forth in its Corporate Governance Principles.
Board Leadership Structure
The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chair of the Board shall be an independent member of the Board. The Board is currently led by Mr. Wiley, our non-executive Chair of the Board. Meetings of the Board are called to order and led by the Chair.
 2022 Proxy Statement | 21

CORPORATE GOVERNANCE
The Board believes separating the roles of Chair and CEO allows our CEO to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chair to lead the Board in its oversight and advisory roles. Our Chair is elected by the independent directors of the Board. Because of the many responsibilities of the Board and the significant amount of time and effort required by each of the Chair and the CEO to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Company’s Governance Committee is also led by an independent director, Mari J. Baker. Ms. Baker serves as a liaison between the Chair and the independent directors and is available to consult with the Chair and the CEO about the concerns of the Board.
For the foregoing reasons, the Board has determined that its current leadership structure is appropriate and in the best interest of the Company’s shareholders.
Non-Management Executive Sessions: The Board has regularly scheduled non-management executive sessions during Board meetings. The Board has also scheduled periodic executive sessions with only independent directors during the quarterly Board meetings.
Transactions with Related Persons
We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest and in which the amount involved exceeds or is expected to exceed $120,000 since the beginning of the Company’s last completed fiscal year. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships.
The Company’s Board has adopted a written policy that requires the CEO to review and approve any related party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions with respect to directors, director nominees, and the CEO. The CEO may elect to refer any related person transaction to the Audit Committee for its review, approval, or ratification if the CEO believes such action is appropriate. The vote of a majority of disinterested directors will be required for the approval or ratification of any related person transaction subject to review by the Audit Committee. Such transactions will only be approved after taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy.
Based on information available to us and provided to us by our Directors and executive officers, no such material transactions were entered into during fiscal year 2022.
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CORPORATE GOVERNANCE
Committees of the Board of Directors
The Board has established five standing committees: the Audit Committee, the Executive Compensation & Development Committee (“ECDC” or the “Compensation Committee”), the Governance Committee, the Executive Committee, and the Digital Product & Technology Committee. The primary responsibilities of each of the committees is described below, together with the current membership and number of meetings held in 2022. Currently, all of our Board committees are composed entirely of independent, non-management directors. Charters for all five Board committees are available on our website at www.wiley.com/en-us/corporate-governance. Each Committee conducts an annual self-evaluation of performance against its objectives and reviews compliance with the charter of the committee. The Board reviews and approves the committee charters annually.
Committee Members
The following table indicates present Board and committee membership, and total meetings of the Board and its standing committees for fiscal year 2022:
Name
Board
Audit
Compensation
(ECDC)
Executive
Governance
Digital
Product &
Technology
Brian A. Napack
 
 
 
 
 
Mari J. Baker
 
 
 
George Bell
 
 
 
Beth A. Birnbaum
 
 
 
David C. Dobson
 
 
 
Brian O. Hemphill*
 
 
 
 
 
Laurie A. Leshin
 
 
 
Raymond W. McDaniel, Jr.
 
 
 
William J. Pesce
 
 
 
 
Inder M. Singh*
 
 
 
 
Jesse C. Wiley
 
 
 
 
 
Number of Fiscal Year 2022 Meetings
11
8
5
8
4
4
Board or Committee Chair
*
Our fiscal year 2022 year began on May 1, 2021 and ended on April 30, 2022. As part of our broader Board refreshment practices, we review our Committee memberships annually following last year’s Annual Meeting of Shareholders. Directors joining new committees participated in an orientation program, with particular focus on committee memberships, to create a seamless transition. There were no changes to the committee composition in fiscal year 2022, other than the addition of new directors. Below is a summary of the committee changes that occurred:
​Dr. Hemphill joined the Board effective June 21, 2022, and has not yet been appointed to a committee of the Board, although the Board contemplates Dr. Hemphill will be appointed to the Governance and Digital Product and Technology Committees.
Mr Singh joined the Board effective December 15, 2021, and subsequently was appointed to the Audit Committee.
 2022 Proxy Statement | 23

CORPORATE GOVERNANCE
Audit
Committee
Primary Responsibilities
 Assisting the Board in fulfilling its fiduciary oversight responsibilities relating to the integrity of the Company’s financial statements filed with the SEC, accounting policies, adequacy of disclosures, the Company’s compliance with legal and regulatory requirements, the financial reporting process, the systems of internal accounting and financial controls established by
management, and the sufficiency of auditing relative thereto.
 Evaluating the qualification, independence and performance of the independent public accounting firm engaged to audit the Company’s financial statements, including reviewing and discussing with such firm their independence and whether providing any permitted non-audit services is compatible with their
independence.
 Reviewing and discussing with the independent public accounting
firm the overall scope and plan for their audits.
 Assisting the Board in fulfilling its oversight responsibilities regarding the Company’s policies and processes with respect to risk assessment and risk management, including overseeing the Company’s assessment and reporting of material risks and any significant non-financial risk exposures and reviewing reports from
management on material risk topics.
 Establishing and maintaining oversight for the confidential and anonymous receipt, retention and treatment of complaints regarding the Company’s accounting, internal accounting controls, auditing matters and business conduct in accordance with the
Business Conduct and Ethics Policy.
 Maintaining financial oversight of the Company’s employee retirement and other benefit plans and making recommendations
to the Board with respect to such matters.
 Maintaining oversight of the Company’s security and risks, including cybersecurity, along with the Digital Product &
Technology Committee.
 Reviewing, ratifying and/or approving related person transactions.
 Discussing with management quarterly earnings prior to its release,
and also reviewing quarterly results prior to filings.

Financial Expertise and Independence
The Board has determined that Mari J. Baker, Raymond W. McDaniel, Jr. and Inder M. Singh satisfy the criteria adopted by the SEC to serve as “audit committee financial experts” and that all of the members of the Audit Committee are independent directors and financially literate pursuant to the applicable requirements under the SEC and NYSE rules.

No Audit Committee member concurrently serves on the audit committee of more than two other public companies.

Report
The Audit Committee Report is set forth beginning on page 38 of this Proxy Statement.
Met 8 times in FY2022

Current Committee Members
Raymond W. McDaniel,
Jr., Chair
Mari J. Baker
George Bell
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CORPORATE GOVERNANCE
Executive
Compensation
& Development
Committee
(“ECDC” or the
“Compensation
Committee”)
Primary Responsibilities
 Oversee all aspects of the executive compensation program and ensure the program best achieves the Company’s objectives,
considering the business strategy, talent needs, and market trends.
 Setting appropriate compensation levels for the CEO based on market and peer group data, and determining the appropriate compensation for the CEO based on annual objectives and the performance evaluation of those objectives by the Executive
Committee, and reporting its decisions to the Board.
 Reviewing and approving management’s recommendations, and providing guidance on matters, relating to Senior Officer appointments, compensation levels, incentive plan goals, and
award payouts, including any other key agreements.
 Reviewing, with assistance from the Executive Committee, executive development and non-emergency succession plans for
the CEO and other Senior Officer positions.
 Reviewing and, when appropriate, approving the principles and
policies for compensation and benefit programs company-wide.
 Overseeing the development and utilization of policies and programs to attract and retain talent needed to execute Company
strategy.
 Hire and consult with the independent Compensation Consultant.

Independence
The Board of Directors has determined that all Compensation Committee members are independent directors pursuant to the applicable requirements under the SEC and NYSE rules and are outside directors as defined by Treasury Regulation Section 1.162-27(e) (3) under Section 162 (m) of the Internal Revenue Code.

Limited Delegation of Authority to Management
The Compensation Committee has delegated limited authority to the CEO and the Chief People Officer to make certain “off-cycle” equity grants outside of the annual equity grant process to existing employees who are neither Company executive officers nor directors. The delegation is subject to maximum shares that can be granted per fiscal year, as well as a maximum to any one person per fiscal year. Shares awarded pursuant to this delegation will be valued based on the closing price of the Company’s stock on the NYSE as of the last day of the quarter and will be issued after quarter-end. Any grants made “off-cycle” are reported to the Compensation Committee at the next regularly scheduled quarterly meeting following such awards.

Report
The Compensation Committee Report is set forth beginning on page 64 of this Proxy Statement.

*Due to the departure of Ms. Garavaglia, there is a temporary vacancy on this committee.
Met 5 times in FY2022

Current Committee Members*
George Bell, Chair
Beth A. Birnbaum
 2022 Proxy Statement | 25

CORPORATE GOVERNANCE
Compensation Consultant
The Compensation Committee has engaged FW Cook as its independent Compensation Consultant. FW Cook advises the Compensation Committee on competitive market practices and trends, provides proxy pay data for the Company’s peer compensation group, presents information and benchmarking regarding specific executive compensation matters, reviews management proposals, and provides recommendations regarding CEO pay. The Compensation Committee reviewed its relationship with FW Cook, considered FW Cook’s independence and the existence of potential conflicts of interest, and determined that the engagement of FW Cook did not raise any conflict of interest or other issues that would adversely impact FW Cook’s independence.
Compensation Committee Interlocks
and Insider Participation
No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
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CORPORATE GOVERNANCE
Executive Committee
Primary Responsibilities
 Exercising the powers of the Board as appropriate, in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible.
 Reviewing the annual objectives of the Chair and the CEO and recommending approval of the objectives by the Board.
 Evaluating the performance of the Chair and CEO throughout the year relative to the approved objectives.
 Providing an annual assessment to the Compensation Committee (relating to the CEO compensation), the Governance Committee (relating to the Chair compensation), and the Board of Directors (for review of the CEO and Chair assessments).
 Developing and reviewing progress annually on the emergency and non-emergency succession planning for the Chair.
 Maintaining and reviewing progress annually on the emergency succession planning for the CEO and assisting the Compensation Committee in monitoring non-emergency CEO succession planning.

Independence
The Board of Directors has determined that all Executive Committee members are independent directors pursuant to the applicable requirements under the SEC and NYSE rules.
Met 8 times in FY2022

Current Committee Members
William J. Pesce, Chair
Laurie A. Leshin
Raymond W. McDaniel, Jr.
Governance Committee
Primary Responsibilities
 Assisting the Board in determining the appropriate general qualifications and criteria for directorships and in the identification of qualified individuals to serve as directors and recommending Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies between annual meetings.
 Reviewing the composition and structure of standing committees and assisting the Board in proposing committee assignments, including committee memberships and chairs.
 Coordinating and overseeing the annual Board self-evaluation process.
 Evaluating non-employee director compensation.
 Making recommendations to the Board regarding its Corporate Governance Guidelines.
 Overseeing, in conjunction with other Board committees as appropriate, the Company’s strategy regarding corporate social responsibility.
 Reviewing, assessing, and pre-approving situations whereby Directors are seeking to join the board of another organization to confirm that there are no potential conflicts of interest or other concerns.

Independence
The Board of Directors has determined that all Governance Committee members are independent directors pursuant to the applicable requirements under the SEC and NYSE rules.
Met 4 times in FY2022

Current Committee Members
Mari J. Baker, Chair
David C. Dobson
Laurie A. Leshin
 2022 Proxy Statement | 27

CORPORATE GOVERNANCE
Digital Product and Technology Committee
Primary Responsibilities
 Overseeing and giving guidance on the Company’s digital product/services, technology-driven initiatives and investments and overall technology strategies.
 Reviewing the Company’s digital product/service and technology infrastructure roadmaps and delivery of features and functionality in line with Company and business unit strategies.
 Reviewing and providing guidance to management and the Board on talent, structure and capabilities of the Company’s technology and digital product/service teams.
 Distilling information for and providing summaries and insight to the Board on the Company's digital product and technology strategy, including both organic and inorganic initiatives.
 Coordinating with the Audit Committee, where relevant, regarding the review and oversight of back office systems and processes, including the Company’s enterprise systems, information technology and cyber security and privacy.

Independence
The Board of Directors has determined that all Digital Product and Technology Committee members are independent directors pursuant to the applicable requirements under the SEC and NYSE rules.

*Due to the departure of Ms. Garavaglia, there is a temporary vacancy on this committee
Met 4 times in FY2022

Current Committee Members*
Beth A. Birnbaum Chair
David C. Dobson
The Board’s Oversight of Risk Management
Board and Committee Oversight of Risk
Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes.
The Company has an Enterprise Risk Management program which delineates responsibility to the Board and its committees. The Company’s Board administers its risk oversight function directly and through its Audit Committee, Governance Committee, Compensation Committee, and Digital Product & Technology Committee. The Company’s senior management engages with and reports to Board and the relevant committees on a regular basis to address material risks. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate. The Board members also dedicate a portion of their meetings to reviewing and discussing the Company’s significant risks topics in greater detail.
The Company believes that the Board’s leadership structure supports the risk oversight function of the Board by providing for open communication between the Board and management such that all directors are involved in the risk oversight.
Audit Committee: The Audit Committee has oversight responsibility of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Audit Committee also assists the Board in fulfilling its oversight responsibilities regarding the Company’s policies and processes with respect to risk assessment and risk management, including overseeing the Company’s assessment and reporting of material risks and any significant non-financial risk exposures and reviewing reports from management on material risk topics. The Audit Committee reviews and takes appropriate action regarding the company’s annual and quarterly financial statements, the internal audit program and internal control over financial reporting.
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CORPORATE GOVERNANCE
The Audit Committee reviews with management, and the Digital Product and Technology Committee as appropriate, the security of and risks related to cybersecurity and the Company’s information technology systems and procedures, continuity of operations, and reliability of internal controls. The Audit Committee also receives regular updates from management, including the General Counsel, on litigation risk. The Audit Committee also holds separate regular executive sessions with internal audit and the independent auditors.
Governance Committee. The Governance Committee has oversight responsibility over the Company’s governance structure, corporate social responsibility, and other governance matters, including Board and director performance, director compensation, director succession planning, and the review of the Company’s Corporate Governance Principles.
Executive Compensation & Development Committee: The Compensation Committee has oversight responsibility for the management of risk relating to human capital management, including the Company’s executive compensation programs. The Committee aims to ensure that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. The Compensation Committee also reviews, with assistance from the Executive Committee, executive development and succession plans for the CEO and other Senior Officer positions.
Digital Product and Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, internal IT and back office systems, including cybersecurity and the Company’s information technology system and procedures. The Committee receives regular updates from management on risks in these areas, including data and enterprise security.
Addressing Risk in the Company’s Compensation Programs
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 Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques.
The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary or special items excluded in the evaluation of performance, as permitted by the 2014 Executive Annual Incentive Plan and the 2014 Key Employee Stock Plan (i.e., the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may apply discretion if they believe the level of compensation is not commensurate with performance.
 2022 Proxy Statement | 29

CORPORATE GOVERNANCE
The following compensation policies and practices serve to reduce the likelihood of excessive risk taking:
An appropriate compensation mix that is designed to balance the emphasis on short-term and long-term performance.
The majority of incentive compensation for top level executives is associated with the long-term performance of the Company. This discourages short-term risk taking.
The focus on performance share units in our executive long-term plan ensures a correlation between executive rewards and shareholder return.
Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a mix of financial metrics that are in line with operating and strategic plans.
A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance.
Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation.
Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual and long-term incentive plans have a maximum payout of 3 and 2 times the target amount, respectively.
Recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results.
Stock ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors discourage excessive risk taking.
The Compensation Committee receives advice and counsel regarding best practices for governance of executive compensation as well as areas of concern and risk in the Company’s compensation program.
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 41.
The Board’s Role in Human Capital Management
We view our people as one of our most significant assets and investments towards achieving our mission of unlocking human potential. The successful acceleration of our strategies and the delivery of innovative impact in research and education depend on our ability to attract, develop, reward and retain a diverse population of talented, qualified and highly-skilled colleagues at all levels of our organization and across our global workforce. The Board as a whole, and through its Compensation Committee, provides oversight over our human capital management framework, which includes programs, policies and initiatives that promote diversity, equity and inclusion; talent acquisition; ongoing employee learning and development; competitive compensation and benefits; safety and health; and an emphasis on employee satisfaction and engagement.
Safeguarding and promoting colleague well-being is central to what we do, as it is critically important we provide the tools and resources they need to be healthy and at their best. We support our colleagues in maintaining their physical, emotional, social, and financial well-being through working practices, education and benefit programs. This became even more critical at the onset of the COVID-19 pandemic, when we acted quickly and with purpose to protect and support our colleagues. Wiley continues to take actions throughout the ongoing pandemic, including continuing to drive business
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CORPORATE GOVERNANCE
continuity plans across functions and offices, and protecting the health, safety, and well-being of colleagues around the world and developing and implementing flexible work policies and support model for colleagues at home and for those returning to the office.
We invest in colleague development and growth for current and future roles is central to our culture. We invest in the enrichment of culture, engagement, and learning for our colleagues by providing interactive development programs, skill development courses, and multi-language resources for self-learning. We are committed to identifying, growing, and retaining top talent and ensuring we have the right skills for the future through succession and development planning. Our culture differentiates us as an organization and our core values define how we work together. We ask colleagues to embody our three values—Learning Champion, Needle Mover, and Courageous Teammate. These values define who we are as a company and what we stand for.
Our Commitment to ESG and Corporate Impact
The Board as a whole, and through its committees, oversees the Company’s strategy regarding corporate social responsibility, ESG and our corporate impact. We believe in sharing information to create a stronger, better informed, and more compassionate society. To that end, we focus on improving access to education and lowering the cost of educational content and tools. We train under-represented populations and help them secure well-paying jobs in high demand areas like technology.
We are taking action through our business practices to protect the environment, our global communities, and our workplace. Our Wiley Impact program addresses our responsibility as a global and corporate citizen while embracing our purpose as a knowledge company advancing research and education. To further our commitment, this year we hired a VP of Environmental, Social, Governance and Corporate Impact to drive forward our sustainability efforts.
We are committed to advancing and achieving the UN Sustainable Development Goals (SDGs). In support of this effort, we are committed to the UN Global Compact corporate responsibility initiative and its principles in the areas of human rights, labor, the environment and anti-corruption, as well as the UN Publishers Compact. We are also a public supporter of the UN Standards of Conduct for business on tackling discrimination against LGBTQI+ people.
The Company believes that environmental responsibility and business objectives are fundamentally connected and essential to our operations. We support programs and initiatives that reduce our company’s environmental impact and improve our environmental performance as an integral part of our business strategy and operating procedures. In each of our fiscal years beginning in fiscal year 2020, we have conducted a comprehensive independent third-party GHG assessment for our Global Operations. In fiscal year 2022, we are a CarbonNeutral® certified company across our Global Operations, in accordance with the CarbonNeutral Protocol. Our locations use 100% renewable energy through green tariffs and energy attribute certificates (EACs). In a program entitled Go Green, we partnered with Trees for the Future to plant a tree for every copy of a journal we actively stop printing, up to one million trees. To date, over 230,000 trees have been planted as a result.
Through our Paper Selection and Use Policy, the Company upholds high environmental standards set out by the Forest Stewardship Council, Sustainable Forestry Initiative, and Programme For the Endorsement of Forest Certification. This includes demonstrating efficient use and conservation of raw materials, minimization of waste, conservation of natural systems, clean production, community and human well-being, and credible reporting and verification.
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CORPORATE GOVERNANCE
With the hiring of our Vice President, Diversity, Equity and Inclusion, and Director, DEI Strategy, we are operationalizing critical priorities within three DEI activators—Fostering an Inclusive Community, Enhancing our Foundation, and Understanding our People. These activators reflect our DEI near-term priorities to propel a sustainable, inclusive organization that embodies diversity and equity throughout our policies, programs and processes, and fosters an inclusive culture where we value unique contributions, and support human connectivity by encouraging, supporting, and celebrating all our colleagues' diverse voices and talents.
Our Employee Resource Groups help drive our DEI priorities through learning opportunities and Wiley community events. As a member of the CEO Action for Diversity and Inclusion, Wiley demonstrates its commitment to sustained, concrete actions that advance diversity and inclusive thinking, behavior, and business practices in the workplace. This past year, we proudly received a 100% score on the Human Rights Campaign 2021 Corporate Equality Index (CEI), the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ workplace equality. We are also a recipient of the 2021 DivHERsity Champions Award.
Additional information about our corporate social responsibility efforts is available on our website at www.wiley.com/en-us/corporate-responsibility.
Communications with the Board
Shareholders and other persons interested in communicating with any Director, any committee of the Board or the Board as a whole may do so by submitting such communication in writing and sending it by mail to the attention of the appropriate party or to the attention of our Chair of the Board, 111 River Street, Mail Stop 6-NE-42, Hoboken, New Jersey 07030-5774 or by email to [email protected]
The Company’s Corporate Law Department reviews all communications sent to the Board and forwards such communications as appropriate. Directors may, at any time, discuss the Board communications received by the Company. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with the procedures established by the Audit Committee with respect to such matters. Certain items that are unrelated to the duties and responsibilities of the Board or its committees (such as business solicitation or advertisements; junk mail or mass mailings; resumes or other job-related inquiries; unsolicited ideas or business proposals; and material that is determined to be illegal or otherwise inappropriate) will not be forwarded.
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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. In fiscal year 2022, the Governance Committee recommended, and the Board approved, an increase of $10,000 in the annual equity retainer. The Governance Committee did not recommend an increase in the annual cash retainer.

Directors’ Cash Compensation Fiscal Year 2022
In fiscal year 2022, our non-employee directors received an annual cash retainer of $100,000. Committee chairs of the Audit and Compensation Committees received an additional annual retainer of $20,000, and committee chairs of the Governance, Digital Product and Technology, and Executive Committees each receive an additional annual retainer of $15,000. 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.
No fees are paid for attendance at meetings. No non-employee director receives any other cash compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. Directors who are employees do not receive additional compensation for Board service.
Directors’ Stock Compensation Fiscal Year 2022
Pursuant to the 2018 Director Stock Plan, as amended on March 20, 2019, each of our then non-employee independent directors, other than the Chair, 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 September 30, 2021. Such restricted shares granted will vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability (as determined by the Governance Committee), or (iii) a Change in Control (as defined in the 2014 Key Employee Stock
 2022 Proxy Statement | 33

DIRECTOR COMPENSATION
Plan). All of our Directors who receive stock compensation, except for Mr. Pesce, defer the receipt of the shares and receive them as deferred share units under the Deferred Compensation Plan for Directors as described in the following paragraph. No options have been granted to directors.
Deferred Compenstaion Plan for Directors
The Company established a Deferred Compensation Plan for Directors’ 2005 & After Compensation, Amended and Restated as of January 1, 2009, as further amended on September 27, 2018 and January 1, 2022 (the “Deferred Plan”). Non-employee directors are eligible to participate and may defer all or a portion of their annual cash retainer fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award.
In fiscal year 2022, seven of our non-employee 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 our matching gift program. Under this program, our Foundation matches 100% of charitable donations to qualified entities up to a maximum of $15,000 per year for each director.
Limited Trading Windows
Our directors (including non-employee directors) can only transact in Company securities during approved trading windows after satisfying mandatory pre-clearance requirements.
Stock Ownership Requirements
Share ownership by each Director is required. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service, which can be met by accumulating annual stock grants during their term of Board service.
The table below indicates the total compensation received by each non-employee director during fiscal year 2022. Employee directors, which in fiscal year 2022 included Brian A. Napack, our President and CEO, do not receive any compensation for their service as a director. Mr. Napack’s employee compensation for fiscal year 2022 is shown in the Summary Compensation Table on page 53.
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DIRECTOR COMPENSATION
Director Compensation Table
 
FY 2022 Director Compensation
Name
Cash Fee(1)
Chair Fee(1)
Stock
Awards(2)
All Other
Compensation(3)
Total
Mari J. Baker(4)
$100,000
$15,000
$120,000
$38,704
$273,704
George Bell(4)(5)
$100,000
$20,000
$120,000
$41,102
$281,102
Beth A. Birnbaum(4)
$100,000
$15,000
$120,000
$28,896
$263,896
David C. Dobson(6)
$100,000
$120,000
$19,797
$239,797
Mariana Garavaglia(7)
$100,000
$120,000
$8,398
$228,398
Brian O. Hemphill(8)
Laurie A. Leshin
$100,000
$120,000
$22,599
$242,599
Raymond W. McDaniel, Jr.
$100,000
$20,000
$120,000
$57,398
$297,398
William J. Pesce(4)
$100,000
$15,000
$120,000
$10,000
$245,000
Inder M. Singh(9)
$25,000
$25,000
Jesse C. Wiley(4)(10)
$360,000
$1,300
$361,300
(1)
Includes fees earned and paid in fiscal year 2022 and fees earned in fiscal year 2022 but deferred under the Deferred Compensation Plan.
(2)
On September 30, 2021, each of our then sitting non-employee Directors, other than Mr. Wiley, received an annual restricted stock award of 2,298 shares of Class A Common Stock based on the closing price of $52.21.
(3)
The amounts in “All Other Compensation” include the cash value of dividends accrued on deferred stock under the Deferred Compensation Plan as described above. The cash value of dividends in fiscal year 2022 are $33,204 for Ms. Baker, $13,896 for Ms. Birnbaum, $26,102 for Mr. Bell, $19,797 for Mr. Dobson, $8,398 for Ms. Garavaglia, $22,599 for Ms. Leshin and $57,398 for Mr. McDaniel.
(4)
The following Directors requested and received a cash donation from the Company to organizations pursuant to the Company’s Matching Gift Program in fiscal year 2022, as described above: Ms. Baker - $5,500, Mr. Bell - $15,000, Ms. Birnbaum - $ 15,000, Mr. Pesce - $10,000 and Mr. Wiley - $1,300. These amounts are included under “All Other Compensation.”
(5)
Mr. Bell elected to defer $15,000 of his cash retainer and received it in the form of deferred share units under the Deferred Compensation Plan for Directors.
(6)
Mr. Dobson elected to defer $75,000 of his cash retainers and received it in the form of deferred share units under the Deferred Compensation Plan for Directors.
(7)
Ms. Garavaglia resigned from the Board effective July 18, 2022.
(8)
Dr. Hemphill joined the Board effective June 21, 2022.
(9)
Mr. Singh joined the Board effective December 15, 2021. He has not yet received a stock award.
(10)
As Chair, Mr. Wiley receives an annual cash retainer of $360,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $150,000 for his role as Chair.
 2022 Proxy Statement | 35

DIRECTOR COMPENSATION
Outstanding Deferred Stock Awards as of April 30, 2022
Name
Number of Shares
Underlying
Outstanding Deferred
Stock Equivalents
Number of Shares
Underlying
Oustanding
Stock Options
Mari J. Baker
25,022
George Bell
20,004
Beth A. Birnbaum
10,809
David C. Dobson
15,513
Mariana Garavaglial(1)
6,762
Brian O. Hemphill(2)
 
Laurie A. Leshin
17,215
Raymond W. McDaniel, Jr.
42,831
Inder M. Singh(3)
William J. Pesce(4)
(1)
Ms. Garavaglia resigned from the Board effective July 18, 2022.
(2)
Dr. Hemphill joined the Board effective June 21, 2022.
(3)
Mr. Singh joined the Board effective December 15, 2021. He has not yet received a stock award.
(4)
Mr. Pesce does not defer receipt of his annual restricted stock award.
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Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal year 2023. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the Company’s shareholders because we believe it is a matter of good corporate practice.
The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.
Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting:
RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2023 be, and it hereby is, ratified.
In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2023 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders.
The Board of Directors recommends a vote “FOR” the ratification of the appointment of independent public accountants.
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Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants
Audit Committee Report
The following is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the fiscal year ended April 30, 2022.
Fees of Independent Registered Public Accounting Firm
Audit Fees
Total aggregate fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were $2,000,000 and $2,200,000 in fiscal years 2022 and 2021, respectively.
Audit Related Fees
The aggregate fees billed for audit related services, which primarily were for employee benefit plan audits in Canada, were $17,000 in both fiscal years 2022 and 2021.
Tax Fees
The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements, were $500,000 and $300,000 in fiscal years 2022 and 2021, respectively. Such services included tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees.
Other Non-Audit Fees
The aggregate non-audit fees were $0 for both fiscal years 2022 and 2021.
The Audit Committee (“Committee”) has advised the Company that in its opinion the services rendered by KPMG are compatible with maintaining their independence.
The Audit Committee is responsible for oversight of the Company’s accounting, auditing, and financial reporting processes on behalf of the Board of Directors. The Committee consists of four members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”). The Board of Directors has determined that Mr. McDaniel, Ms. Baker and Mr. Singh of the Committee satisfy the financial expertise requirements and have the requisite experience to be designated “audit committee financial experts” as that term is defined by the rules of the SEC.
Management has the primary responsibility for:
the preparation, presentation, and integrity of the financial statements of the Company;
maintaining appropriate accounting and financial reporting policies and practices; and
internal controls and procedures designed to assure compliance with generally accepted US accounting standards and applicable laws and regulations.
The Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year ended April 30, 2022.
Management has represented to the Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The Committee has discussed with the independent auditors significant accounting principles and judgments applied by management in preparing the financial statements as well as alternative treatments. The Committee
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Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants
discussed with the independent auditors the matters required to be discussed pursuant to Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committees).
The Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the PCAOB, pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence.
The Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Committee has adopted a policy of pre-approving all audit and non- audit services performed by the independent auditors. The Committee may delegate authority to one or more of its members to grant pre-approvals of audit and non-audit services, provided that the pre-approvals are presented to the Committee for ratification at its next scheduled meeting.
Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at: [email protected]
Based upon the review and discussions referred to above, the Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022, as filed with the Securities and Exchange Commission.
The Audit Committee
Raymond W. McDaniel, Jr. (Chair), Mari J. Baker, George Bell and Inder M. Singh
 2022 Proxy Statement | 39

Proposal 3: Advisory Vote of NEO Compensation
PROPOSAL 3. ADVISORY VOTE OF NAMED EXECUTIVE OFFICER COMPENSATION
We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables, narrative discussion, and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.
Compensation for our Named Executive Officers in fiscal year 2022 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in fiscal year 2022 and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward strong performance and limit rewards for performance below targets. Our fiscal year 2022 compensation packages reflect these guiding principles.
The discussion set forth in the Compensation Discussion and Analysis on pages 41 to 64 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy.
A vote “FOR” approval will be a vote in favor of the following resolution:
“RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve on an advisory basis the compensation of the Company’s Named Executive Officers, as described in the compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.”
The Board of Directors recommends a vote “For” approval, on an advisory basis, of the compensation of John Wiley & Sons, Inc.’s Named Executive Officers as disclosed in this Proxy Statement.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
A message from the Executive Compensation & Development Committee (“ECDC”) Chair
Our compensation program, which is well aligned with our shareholders’ interests, provides highly competitive total packages that attract, motivate and reward transformative leaders based on their individual qualifications.
At our Annual Meeting last year, our shareholders again expressed substantial support for our executive compensation program, with our Say-on-Pay proposal receiving over 99% approval. The Committee believes the strong shareholder support signals approval of the current pay-for-performance approach, the incremental changes we have made to ensure our compensation programs support our business strategy, and the sound governance practices in place at Wiley.
Our goal in this Compensation Discussion and Analysis (“CD&A”) is to provide an understanding of our executive compensation program, explain how and why the Committee arrived at the specific compensation decisions involving the named executives (“NEOs”) for fiscal year 2022, including a special grant of Premium Stock Options to incentivize and reward growth aligned with shareholder interests.
George Bell
Chair, Executive Compensation and Development Committee
Fiscal Year 2022 Named Executive Officers
This CD&A describes the compensation of the following NEOs:
Name and Title
 
Brian A. Napack
President and Chief Executive Officer (“CEO”)
Christina Van Tassell
Executive Vice President and Chief Financial Officer (“CFO”)
John A. Kritzmacher
Former Executive Vice President and Chief Financial Officer (“Former CFO”), last day of service December 31, 2021
Aref Matin
Executive Vice President and Chief Technology Officer (“CTO”)
Todd R. Zipper
Executive Vice President and General Manager, Education Services
(“GM, WES”)
Matthew H. Leavy
Executive Vice President and General Manager, Academic and Professional Learning (“GM, APL”)
 2022 Proxy Statement | 41

COMPENSATION DISCUSSION & ANALYSIS
Business Highlights – Driving the World Forward with Research and Education
Wiley delivered solid operating performance in fiscal year 2022, with revenue, adjusted EPS, and adjusted EBITDA up 7%, 4%, and 3% over prior year, respectively. Wiley surpassed $2 billion in revenue for the first time and delivered $223 million of free cash flow. This financial performance resulted in funding of 88% for the annual incentive plan and 83% for the long-term plan ending in FY22.


*
includes digital content, courseware, tools, platforms, and technology-enabled services
For reconciliation to the GAAP measures, see the Company’s press release regarding fiscal year 2022 results: https://newsroom.wiley.com/press-releases/press-release-details/2022/Wiley-Reports-Fourth-Quarter-and-Fiscal-Year-2022-Results/default.aspx. For more information on Wiley, go to investors.wiley.com.
Revenue performance was driven by strong continued momentum in open research, research partner solutions, corporate talent development, and corporate training offsetting market-related enrollment challenges in University Services and Education Publishing.
Earnings performance was driven by revenue growth in Research partially offset by investments in Research and Talent Development growth initiatives.
Research Publishing and Platforms saw revenue and adjusted EBITDA growth of 9%, reflecting strong growth in open access, platforms, and corporate solutions.
Education Services saw revenue growth of 14% and adjusted EBITDA decline of 25%. Strong growth in corporate talent development offset a decline in University Services from market-wide enrollment challenges. The adjusted EBITDA decline reflected investments to drive placement growth and expand corporate client relationships.
Academic and Professional Learning saw revenue growth of 1% and adjusted EBITDA growth of 10%, with growth from Professional Learning offsetting an Education Publishing decline mainly due to lower US enrollment. The adjusted EBITDA performance was driven by revenue growth and lower employment costs.
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COMPENSATION DISCUSSION & ANALYSIS
Compensation Highlights
The table below reflects some compensation highlights from fiscal year 2022, including a summary of our pay mix, performance outcomes and pay delivery, and changes made to our long-term and annual incentive programs.
Program Element
 
 
Pay Mix
Our pay mix emphasizes performance; 79% of our NEOs’ target total direct compensation is 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 will help drive long-term performance
Long-term incentives motivate and reward executive officers for driving sustainable financial results aligned with the business strategy and priorities, and the interest of our shareholders through the performance of our common stock
Target Setting
Due to market volatility and economic uncertainty, one-year goals were set for each year of the long-term plan, with payment under the plan at the end of the cycle based on the average of the three individual years
Performance ranges used for the annual plan were realigned to market practice following a year of broader ranges used during COVID-19 and performance period was moved from two half year targets also used during COVID-19 back to annual
Pay for Performance
Annual incentives are funded at the Company level and awarded based on business and personal performance; for fiscal year 2022, annual incentive awards for the NEOs ranged from 73% to 106% of target, reflecting Company funding at 88% of target, and personal performance of 103% on average for the NEOs
Our long-term incentive program is majority performance-based; for fiscal year 2022 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 award of premium priced stock options. Our PSUs are based on Company revenue and profit, equally weighted, and eligible to vest at the end of a three-year performance period; and the stock options were granted at a 10% premium above the closing stock price on the date of grant, and vest 10%/20%/30%/40% over four years
PSUs that were eligible to vest this year (fiscal year 2020-22 performance period) paid out at 83% of target (or 93% of target value using fair values on dates of grant and end of cycle), primarily due to the impact of the pandemic in fiscal years 2020 and 2021 and illustrating our commitment to pay-for-performance
For the PSUs granted for the fiscal year 2022-24 cycle, achievement was 91% in year one based on revenue and EBITDA performance slightly below the target levels
Strong Compensation Governance
The Committee oversees the executive compensation program and evaluates the program against competitive practices, legal and regulatory developments and corporate governance trends. The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards – and those we have not implemented because we do not believe they would serve our shareholders’ long-term interests.
 2022 Proxy Statement | 43

COMPENSATION DISCUSSION & ANALYSIS

What We Do

What We Don’t Do

Performance-based compensation: 79% of our NEOs’ target total direct compensation is performance-based
No hedging and pledging: Under our Insider Trading policy, executive officers are prohibited from hedging and pledging Company stock
Range of payout: Financial performance levels are set that correspond to a range of incentive payments from threshold to maximum
No repricing or buyouts: We do not reprice stock option awards and our plans expressly forbid exchanging underwater options for cash
Formulaic framework: Incentive payments are based on the Company’s financial results relative to pre-established targets
No tax gross-ups: We do not provide excise tax gross-ups on change in control related payments; or tax gross-ups on perquisites, with the exception of relocation or tax equalization
Robust clawback policy: covering all executive officer incentive-based awards for material financial restatements and misconduct
No supplemental benefit programs: We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees
Double trigger vesting: If an executive is involuntarily terminated without cause or resigns for good reason within two years of a change in control, or if the awards are not assumed or replaced by the acquirer
Rigorous stock ownership requirements: Executive officers have stock ownership requirements, including retention of 50% of equity-based awards until the multiple is met
Limited perquisites: Offered only where doing so serves a reasonable business purpose
Risk mitigation: As noted earlier in the Addressing Risk in the Company’s Compensation Programs section, we closely monitor risks associated with our compensation programs and individual compensation decisions to confirm that they do not encourage excessive risk-taking
Compensation Snapshot – CEO and NEOs
The charts below depict the mix of target pay for our CEO and the other NEOs for the 2022 performance year, including annualized salary paid in fiscal year 2022 and target incentive awards granted in June 2021.

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COMPENSATION DISCUSSION & ANALYSIS
How We Make Compensation Decisions
The Committee is primarily responsible for administering the Company’s executive compensation program. The Committee reviews and approves all elements of the executive compensation program that cover the NEOs. In fulfilling its responsibilities, the Committee is assisted by its independent compensation consultant, FW Cook, and takes into account recommendations from the CEO. The primary roles of each party are summarized below.
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, approve CEO compensation
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)
Liase with the Compensation Consultant as necessary in support of the Executive Compensation Program
Provide any other information requested by the Committee
Compensation Consultant (FW Cook)
Advise the 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 Committee
Review management proposals
Provide recommendations regarding CEO pay
Review the Compensation Discussion and Analysis annually
Use of Competitive Data
The 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 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.
 2022 Proxy Statement | 45

COMPENSATION DISCUSSION & ANALYSIS
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 2022, which remained the same as prior year, and were used to review/set compensation for the NEOs.
CoreLogic
Graham Holdings Company
New York Times Company
E.W. Scripps
Houghton Mifflin Harcourt Company
Pearson plc
Equifax
IAC/InterActiveCorp
Scholastic
Gannett Co.
MDC Partners
Stride
Gartner
Meredith
TEGNA
 
 
Tribune Publishing Company

Survey Data
For setting fiscal year 2022 target compensation, 2020 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 Committee considers only aggregated survey data for each compensation component. Third-party surveys used were Radford’s Technology Salary Survey and Willis Towers Watson’s General Industry Survey.
Base Salaries
Competitive base salaries allow the Company to attract and retain executive talent. The 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 increase budget) to ensure appropriate pay positioning relative to market.
On May 1, 2021, as part of a broader compensation review reflecting their expanded leadership roles, Mr. Matin’s and Mr. Leavy’s base salaries were increased by 4.5% and 7.1%, respectively. Mr. Napack’s base salary was adjusted by 5.0% on July 1, 2021 as part of the Company’s annual process, to align to market and representing the first base salary adjustment Mr. Napack has received since becoming CEO in December 2017. The base salaries paid to our NEOs in fiscal year 2022 are presented in the Summary Compensation Table on page 53 of this Proxy Statement.
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COMPENSATION DISCUSSION & ANALYSIS
All data in ($000s)
Executive
Base Salary as
of 2021 Fiscal
Year End
$000s
Base Salary as
of 2022 Fiscal
Year End
$000s
Percentage
Increase
Brian A. Napack (CEO)
900.0
945.0
5.0%
Christina Van Tassell (CFO)
650.0
John A. Kritzmacher (Former CFO)
703.5
703.5*
0.0%
Aref Matin (CTO)
440.0
460.0
4.5%
Todd R. Zipper (GM, WES)
425.0
425.0
0.0%
Matthew H. Leavy (GM, APL)
425.0
455.0
7.1%
*
As of date of termination
Annual Incentives
We provide annual cash incentives to our NEOs under the Executive Annual Incentive Plan (“EAIP”). Fiscal year 2022 target incentive percentages for the NEOs remained unchanged from prior year. Awards granted under the EAIP are designed to drive Company, business and personal performance for the fiscal year. The design of our EAIP aligns with our broad-based annual incentive program.
Annual incentives are funded at the Company level and awarded based on business and personal performance. The graphic below illustrates how the plan operates.


Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The fiscal year 2022 performance metrics which make up the Company funding of the annual incentive awards are Company revenue and adjusted operating income, equally weighted. Funding may range up to 150% of target, with minimum funding of 50% if the Company achieves 85% of its adjusted operating income target. The personal performance modifier, which for business segment leaders includes performance of their individual business segment, may range from 0% up to 200%.
Business Results. Incentives were funded at 88% of target based on achievement of revenue and adjusted operating income between the threshold and target level.
Values in millions.
 
 
 
 
Measure
Weighting
Target
Threshold
Level
Outstanding
Level
Adjusted
Actuals
% of
Target
Achieved
%
Funded
Revenue(1)
50%
$2,103
95%
105%
$2,069
98%
42%
Adjusted Operating Income(2)
50%
$223
90%
110%
$219
98%
46%
(1)
GAAP revenue for fiscal year 2022 adjusted to exclude the effects of foreign exchange rates versus planned rates, and contributions from acquisitions made during the year
(2)
Non-GAAP adjusted operating income for fiscal year 2022 adjusted to exclude the effects of foreign exchange rates versus planned rates, contributions from acquisitions made during the year, and other one-off adjustments
 2022 Proxy Statement | 47

COMPENSATION DISCUSSION & ANALYSIS
Personal Performance. The Committee evaluates personal performance based on the individual’s contribution to Wiley strategic business objectives of crossing the divide to lead the transition to open research and bridging the gap to connect education to career outcomes, while continuing to focus on operational excellence, and ESG progress, including:
Driving real-world impact in line with UN Global Compact
Driving CarbonNeutral certification across our Global Operations; 100% renewable energy through green tariffs and energy attribute certificates; progress toward science-based targets
Driving DEI initiatives and disclosing diversity metrics
Driving strong ESG ratings from third party assessors
For business segment leaders, half of the personal performance modifier is based on individual segment financial results.
Fiscal Year 2022 Annual Incentive Payouts
Executive
Target
Incentive
Percentage
Target
Incentive
Award
$000s
Actual
Incentive
Award
$000s
Actual
Award as a
Percentage of
Target
Brian A. Napack (CEO)
150%
1,417.5
1,496.9
106%
Christina Van Tassell (CFO)
100%
650.0
629.2
97%
John A. Kritzmacher (Former CFO)
120%
562.8
495.3*
88%
Aref Matin (CTO)
100%
460.0
465.5
101%
Todd R. Zipper (GM, WES)
100%
425.0
336.6
79%
Matthew H. Leavy (GM, APL)
100%
455.0
330.3
73%
*
Prorated through date of termination
Long-Term Incentives
For fiscal year 2022, we granted our NEOs a mix of approximately 60% PSUs and 40% RSUs under the ELTIP. ELTIP values for fiscal year 2022 were converted to target PSUs and RSUs using a ten-day average closing stock price as of June 17, 2022. (Ms. Van Tassell’s ELTIP value was converted to target PSUs and RSUs using a ten-day average closing stock price as of November 22, 2022.) The Committee also approved a special grant of premium priced stock options, based on target grant date fair values. 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. Stock options only have value if the value of our stock price increases following grant, and in the case of our premium priced stock options, must also surpass the initial stock price hurdle built into the design of 10%, which further ties the awards to Company performance.
Fiscal Year 2022 PSUs
Our PSU design for fiscal year 2022 reflects continued challenges in setting long-term performance goals in volatile markets. Financial targets for revenue and adjusted EBITDA, equally weighted, are set at the beginning of each year in the cycle, with June 2024 payout based on the average achievement of the financial goals for the three years, as illustrated below.

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