Form 4: John Wiley & Sons Director Brian O. Hemphill Acquires Phantom Stock Units

Director Brian O. Hemphill acquired 2,758 phantom stock units of John Wiley & Sons, Inc. as part of an annual director stock award.

Summary

• On September 26, 2024, Brian O. Hemphill, a director of John Wiley & Sons, Inc., acquired 2,758 phantom stock units.
• The acquisition was part of the annual director stock award issued under the company's 2022 Omnibus Stock and Long-Term Incentive Plan.
• The phantom stock units are deferred under the Director Deferred Compensation Plan.
• The price of the phantom stock units was $47.13.
• Following the transaction, Hemphill beneficially owns 10,261 phantom stock units.
• Hemphill has a power of attorney agreement in place with Deirdre Silver, Ashima Aggarwal, and Marjorie Pierre-Merritt to execute Forms 3, 4, and 5 on his behalf.

Sentiment

Score: 7

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

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.

Industry Context

This filing is a routine disclosure related to director compensation in the form of stock awards, which is a common practice among publicly traded companies to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Director compensation packages often include a mix of cash, stock options, and restricted stock units.
• The specifics of these packages vary widely based on company size, industry, and performance.
• Companies like Pearson, Cengage, and McGraw Hill also utilize equity-based compensation for their directors.
• The value and structure of these awards are typically benchmarked against peer companies to ensure competitiveness.

Stakeholder Impact

• The acquisition of phantom stock units by a director can be viewed positively by shareholders as it aligns the director's interests with the long-term performance of the company.
• Employees may see this as a standard part of executive compensation.

Key Dates