Form 4: Director George Bell Acquires Phantom Stock Units in John Wiley & Sons, Inc.

George Bell, a director of John Wiley & Sons, Inc., acquired 421 phantom stock units through a quarterly deferral of his cash retainer.

Summary

• On June 27, 2024, George Bell, a director of John Wiley & Sons, Inc., acquired 421 phantom stock units.
• The acquisition was a result of a quarterly deferral of his cash retainer into stock units under the company's Deferred Compensation Plan for Directors.
• The price of the derivative security was $40.04.
• Following the transaction, Bell beneficially owns 32,105 derivative securities.
• These phantom stock units are convertible to Class A Common stock on a one-for-one basis upon separation of service from the Board.
• The distribution of deferred compensation will be in either a lump sum or in ratable installments over a period not to exceed 10 years, according to Bell's election.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects a routine transaction indicating the director's continued investment in the company. There are no explicit negative indicators.

Positives

• The acquisition of phantom stock units demonstrates the director's continued investment and alignment with the company's long-term performance.
• The Deferred Compensation Plan for Directors allows for flexible distribution options, either as a lump sum or in installments.

Future Outlook

The reporting person will receive distribution of their deferred compensation in accordance with their distribution election in either a lump sum or in ratable installments over a period not to exceed 10 years upon separation of service from the Board.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. Directors often receive stock-based compensation as part of their overall remuneration, aligning their interests with those of shareholders.

Comparison to Industry Standards

• Deferred compensation plans for directors are a common practice among publicly traded companies.
• Companies like Pearson, Cengage, and McGraw Hill also utilize stock-based compensation to align director interests with shareholder value.
• The specific terms of the John Wiley & Sons plan, such as the distribution options and vesting schedule, would need to be compared to those of similar companies to assess its competitiveness.

Related Party Transactions

• The acquisition of phantom stock units through the Deferred Compensation Plan for Directors constitutes a related party transaction.

Stakeholder Impact

• The transaction has a minimal direct impact on stakeholders.
• It signals continued alignment between the director's interests and those of the shareholders.

Key Dates