Form 4: John Wiley & Sons Director Acquires Phantom Stock Units Through Dividend Reinvestment

Raymond W. McDaniel, a director at John Wiley & Sons, acquired additional phantom stock units as a result of a quarterly dividend reinvestment under the company's Deferred Compensation Plan for Directors.

Summary

• On April 25, 2024, Raymond W. McDaniel, a director of John Wiley & Sons, Inc., acquired 483 phantom stock units.
• This acquisition was a result of a quarterly dividend reinvestment under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.
• The price of the phantom stock units was $37.95.
• Following the transaction, McDaniel beneficially owns 52,836 phantom stock units.
• These units are 1-for-1 convertible into Class A Common stock and will be settled upon separation of service from the Board.
• The distribution will be in either a lump sum or in ratable installments over a period not to exceed 10 years, according to the director's election.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects a routine transaction related to director compensation, indicating alignment of interests with shareholders. There are no explicit negative implications.

Positives

• The acquisition of phantom stock units through dividend reinvestment demonstrates the director's continued investment in the company's future.
• The Deferred Compensation Plan for Directors allows for flexible distribution options, either as a lump sum or in installments, providing financial planning flexibility.

Future Outlook

The phantom stock units will be settled upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock, distributed either as a lump sum or in ratable installments over a period not to exceed 10 years, according to the director's election.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common among publicly traded companies. It reflects standard practices for aligning director interests with shareholder value through equity-based compensation.

Comparison to Industry Standards

• Deferred compensation plans for directors are a common practice among publicly traded companies, including competitors like Pearson and McGraw Hill, to align their interests with those of shareholders.
• The specifics of these plans, such as the vesting schedules and distribution options, can vary, but the underlying principle of incentivizing long-term value creation remains consistent.
• The 1-for-1 conversion of phantom stock units to Class A Common stock is a straightforward mechanism, similar to those used by other companies in the publishing and education industry.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders by aligning the director's interests with the company's long-term performance.
• The employees are indirectly impacted as the director's incentives are tied to the overall success of the company.

Key Dates