Form 4: Director Karen N Madden Reports Acquisition of John Wiley & Sons Phantom Stock Units

Karen N Madden, a director at John Wiley & Sons, reported the acquisition of 1,874 phantom stock units on February 28, 2025, according to a Form 4 filing with the SEC.

Summary

• On February 28, 2025, Karen N Madden, a director of John Wiley & Sons, Inc. (WLY, WLYB), acquired 1,874 phantom stock units.
• The acquisition was part of a pro-rated annual director stock award issued under the company's 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan.
• The price of the derivative security was $39.88.
• These shares will vest on the earliest of the day before the next Annual Meeting, the director's death/disability, or a change in control event.
• Shares will be settled upon separation of service from the Board in 100% of John Wiley & Sons, Inc. Class A Common stock.
• 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.
• Following the transaction, Madden beneficially owns 1,874 derivative securities directly.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as it reflects standard director compensation practices and aligns director interests with shareholders.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of the shareholders.
• The vesting schedule provides an incentive for continued service on the board.

Future Outlook

The phantom stock units will vest based on the specified conditions and will be settled in Class A Common stock upon separation of service.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.

Comparison to Industry Standards

• Director compensation packages often include stock options, restricted stock, or phantom stock units to align director interests with shareholder value.
• The vesting schedule and settlement terms are typical for director equity awards.

Stakeholder Impact

• Shareholders: Provides transparency regarding director compensation and alignment of interests.
• Employees: No direct impact.
• Company: Reinforces corporate governance practices.

Key Dates