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

John Wiley & Sons Director Katherine Dunn Andresen reported the acquisition of 777 phantom stock units as part of an annual director stock award, deferred under the company's compensation plan.

Summary

• Katherine Dunn Andresen, a Director of John Wiley & Sons, Inc., acquired 777 phantom stock units.
• The transaction occurred on June 27, 2025.
• These units were a pro-rated annual director stock award issued pursuant to the John Wiley & Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan.
• The units are deferred under the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors.
• Each phantom stock unit represents one share of John Wiley & Sons, Inc. Class A Common stock, with an underlying value of $45.13 per share at the time of the award.
• The shares will settle upon separation of service from the Board, with distribution elected as a lump sum or in ratable installments over a period not to exceed 10 years.
• Following this transaction, Katherine Dunn Andresen beneficially owns 777 phantom stock units directly.
• The filing of this Form 4 was late due to a delay in obtaining EDGAR Codes for the reporting person from the SEC.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction itself is a routine director compensation event, aligning interests. The only negative is the late filing, but the reason provided (EDGAR codes) suggests an administrative issue rather than a substantive problem.

Positives

• The acquisition of phantom stock units aligns the director's interests with long-term shareholder value, as the units settle in Class A Common stock upon separation of service.
• The award is part of a structured and established compensation plan (2022 Omnibus Stock and Long-Term Incentive Plan), indicating a standard practice for director remuneration.

Negatives

• The filing itself was late due to administrative delays in obtaining EDGAR Codes for the reporting person from the SEC.

Risks

• The ultimate value of the phantom stock units to the director is tied to the future performance of John Wiley & Sons, Inc. Class A Common stock, meaning their value could fluctuate.

Future Outlook

The phantom stock units are designed to settle upon the director's separation of service from the Board, with distribution options over a period not exceeding 10 years, indicating a long-term incentive structure for director retention and alignment.

Management Comments

• No direct management comments are provided in this Form 4 filing, which is typical for this type of regulatory disclosure.

Industry Context

This Form 4 filing reflects a routine director compensation event within the publishing and education services industry. Stock-based compensation, including phantom stock units, is a common practice across industries to align director and executive interests with shareholder value, particularly in established companies like John Wiley & Sons.

Comparison to Industry Standards

• The use of phantom stock units for director compensation is a common practice in publicly traded companies, aligning director incentives with long-term stock performance without immediate share issuance.
• The deferral of compensation until separation of service is also a standard corporate governance practice, often used for tax efficiency and retention purposes.
• The specific value of the award (777 units at $45.13) would need to be compared against peer companies in the publishing and education services sector to assess its competitiveness, but the filing does not provide such comparative data.

Corporate Governance

Stakeholder Impact

• Shareholders: The award aligns the director's interests with shareholder value, as the phantom units convert to common stock, tying her compensation to the company's stock performance.

Next Steps

• The phantom stock units will settle upon Katherine Dunn Andresen's separation of service from the Board, with distribution according to her election (lump sum or installments over up to 10 years).

Key Dates

Keywords

John Wiley & Sons, WLY, WLYB, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Stock Award, Deferred Compensation, Corporate Governance