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

Director George Bell acquired 494 phantom stock units of John Wiley & Sons, Inc. through a quarterly deferral of cash retainer.

Summary

• On March 27, 2024, George Bell, a director of John Wiley & Sons, Inc., acquired 494 phantom stock units.
• The acquisition was a result of a quarterly deferral of cash retainer into stock units under the company's Deferred Compensation Plan for Directors.
• The price of the derivative security was $37.95.
• Following the transaction, Bell beneficially owns 31,394 derivative securities.
• The phantom stock units are convertible to Class A Common stock on a one-for-one basis upon separation of service from the Board.
• Distribution of deferred compensation will be in either a lump sum or in ratable installments over a period not to exceed 10 years.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The transaction reflects standard executive compensation practices and aligns director interests with the company's long-term performance.

Positives

• The acquisition of phantom stock units by a director demonstrates 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 related to executive compensation and is common among publicly traded companies. It reflects a standard practice of offering stock-based compensation to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Deferred compensation plans for directors are a common practice among publicly traded companies, including competitors of John Wiley & Sons, Inc.
• Companies like Pearson PLC and McGraw Hill also utilize similar compensation structures to align director interests with shareholder value.
• The specific terms of these plans, such as the vesting schedule and distribution options, can vary but generally aim to incentivize long-term commitment and performance.

Stakeholder Impact

• The acquisition of phantom stock units by a director can positively influence shareholder confidence by demonstrating alignment of interests.
• Employees may view this as a positive sign of leadership commitment to the company's future.

Key Dates