Form 4: John Wiley & Sons Director Receives Stock Award

John Wiley & Sons Director Mari Jean Baker was granted 3,275 phantom stock units as part of her annual compensation, deferred under a compensation plan.

Summary

• Mari Jean Baker, a Director of John Wiley & Sons, Inc., acquired 3,275 phantom stock units on September 25, 2025.
• These units were issued as an annual director stock award pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan.
• The award is deferred under the Director Deferred Compensation Plan.
• Each phantom stock unit is equivalent to one share of Class A Common Stock, with a reported price of $39.69 per unit.
• Following this transaction, Mari Jean Baker beneficially owns a total of 41,142 derivative securities (phantom stock units).
• The units will vest on the earliest of the day before the next Annual Meeting, the director's death or disability, or a change in control event.
• Shares will settle upon separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.
• Distribution of deferred compensation will be in accordance with the director's election, either as a lump sum or in ratable installments over a period not exceeding 10 years.

Sentiment

Score: 7

Explanation: A routine director compensation award, indicating stable corporate governance and alignment of director interests with shareholders. No significant positive or negative market implications beyond standard operations.

Positives

• Indicates ongoing compensation for a director, aligning their interests with shareholders through equity ownership.
• The award is part of a structured and pre-approved compensation plan (2022 Omnibus Stock and Long-Term Incentive Plan), reflecting established corporate governance.
• The deferred compensation plan provides flexibility for the director regarding the timing of their compensation distribution.

Future Outlook

The phantom stock units will vest on the earliest of the day before the next Annual Meeting, the director's death or disability, or a change in control event. Settlement will occur upon separation of service from the Board, with distribution of deferred compensation in a lump sum or ratable installments over a period not exceeding 10 years, as per the director's election.

Industry Context

This is a standard director compensation practice, common across publicly traded companies, designed to align director incentives with long-term shareholder value through equity awards. It does not reflect broader industry trends or competitive positioning directly, but rather the company's established compensation framework.

Comparison to Industry Standards

• The granting of phantom stock units as part of director compensation is a common practice in publicly traded companies, including those in the publishing and education technology sectors like John Wiley & Sons.
• This method aligns director interests with shareholder value and is comparable to equity compensation structures seen at peers such as Pearson plc or McGraw Hill Education, though specific award sizes and vesting terms vary by company and individual director roles.

Corporate Governance

Stakeholder Impact

• Shareholders: Aligns the director's long-term interests with shareholder value through equity-based compensation.
• Director (Mari Jean Baker): Receives equity compensation, deferred for future distribution, providing a stake in the company's performance.

Next Steps

• The phantom stock units will vest based on specified conditions (the day before the next Annual Meeting, director's death/disability, or a change in control event).
• Settlement of shares will occur upon Mari Jean Baker's separation of service from the Board.

Key Dates

Recommendation

This Form 4 filing details a routine director equity award and does not contain information that would fundamentally alter the investment thesis for John Wiley & Sons. It reflects standard corporate governance and compensation practices, aligning director interests with long-term shareholder value. As such, it does not warrant a change in an existing 'hold' recommendation.

Keywords

John Wiley & Sons, WLY, WLYB, Mari Jean Baker, Director Compensation, Phantom Stock Units, SEC Form 4, Insider Transaction, Equity Award, Deferred Compensation