Form 4: John Wiley & Sons Director George Bell Reports Acquisition of Phantom Stock Units

Director George Bell reports acquisition of phantom stock units through director deferred compensation plan.

Summary

• On September 26, 2024, George Bell, a director of John Wiley & Sons, Inc., acquired phantom stock units.
• These acquisitions are related to the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors and the 2022 Omnibus Stock and Long-Term Incentive Plan.
• Bell acquired 358 phantom stock units through quarterly deferral of cash retainer at a price of $47.13.
• Additionally, Bell acquired 2,758 phantom stock units through an annual director stock award, also at a price of $47.13.
• Following these transactions, Bell beneficially owns 35,464 phantom stock units.
• The phantom stock units are convertible to Class A Common stock on a one-for-one basis upon separation of service from the Board.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The director is increasing their stake in the company, which is generally a good sign. The transactions are part of a pre-existing compensation plan, so they are not unexpected.

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 allows directors to accumulate company stock, potentially incentivizing them to act in the best interests of 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 upon separation of service from the Board.

Industry Context

Director compensation packages often include stock-based awards to align management interests with shareholder value. Deferred compensation plans are a common tool for directors to manage their tax liabilities and accumulate company stock over time.

Comparison to Industry Standards

• Stock-based compensation for directors is a common practice among publicly traded companies.
• Companies like Pearson, Cengage, and McGraw Hill also utilize stock awards and deferred compensation plans for their board members.
• The specific amount and terms of these plans vary depending on the company's size, performance, and compensation philosophy.

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 company's performance.

Key Dates