Form 4: Wiley Director Acquires 3,275 Phantom Stock Units

John Wiley & Sons Director Katherine Dunn Andresen acquired 3,275 phantom stock units valued at $39.69 each, increasing her beneficial ownership.

Summary

• Director Katherine Dunn Andresen acquired 3,275 phantom stock units on September 25, 2025.
• The phantom stock units were issued as an annual director stock award under the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan.
• The award was deferred under the Director Deferred Compensation Plan.
• Each phantom stock unit was valued at $39.69.
• Following this transaction, Katherine Dunn Andresen beneficially owns 4,059 derivative securities.
• The units will vest on the earliest of the day before the next Annual Meeting, the director's death/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 occur 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: 6

Explanation: The filing reports a routine director compensation event, which is neutral in terms of immediate impact but slightly positive as it reinforces director alignment with shareholder interests.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of shareholders, as the value of the award is tied to the company's stock performance.
• This transaction is part of a structured compensation plan, indicating stable corporate governance practices for director remuneration.

Future Outlook

The phantom stock units are subject to vesting conditions, including the day before the next Annual Meeting, the director's death/disability, or a change in control event. Settlement will occur upon separation from the Board, with distribution elected as a lump sum or installments over up to 10 years.

Industry Context

The issuance of phantom stock units as part of an annual director award is a common practice in publicly traded companies to compensate non-employee directors and align their long-term interests with those of shareholders. This is a standard mechanism for director equity compensation.

Comparison to Industry Standards

• The use of phantom stock units is a common equity compensation vehicle for directors, similar to practices at many peer companies in the publishing and information services sector.
• Vesting conditions tied to tenure or specific corporate events (like change in control) are standard in director compensation plans across various industries.
• The option for deferred compensation and settlement upon separation from service is a typical feature of director deferred compensation plans, comparable to those offered by companies like Pearson plc or RELX Group.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Katherine Dunn Andresen from John Wiley & Sons, Inc. constitutes a related party transaction, executed under the company's established director compensation plans.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with shareholder value through equity ownership, potentially encouraging decisions that benefit long-term stock performance.
• Employees: No direct impact mentioned, but the Omnibus Stock and Long-Term Incentive Plan may also cover employee awards, indicating a broader compensation strategy.

Next Steps

• The phantom stock units will vest upon the earliest of the day before the next Annual Meeting, the director's death/disability, or a change in control event.
• Settlement of the shares will occur upon Katherine Dunn Andresen's separation of service from the Board.
• Distribution of deferred compensation will follow the director's elected schedule (lump sum or installments over up to 10 years).

Key Dates

Recommendation

This Form 4 filing reports a routine annual stock award to a director, which is a standard compensation practice and does not provide new information warranting a change in investment recommendation. It reflects ongoing director alignment with shareholder interests, which is generally positive but not a catalyst for a change in investment thesis.

Keywords

John Wiley & Sons, WLY, WLYB, Katherine Dunn Andresen, Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Award, Stock Plan