Form 4: Wiley Director Dobson Receives Annual Stock Award

John Wiley & Sons, Inc. Director David C. Dobson was granted 3,275 phantom stock units as part of his annual compensation.

Summary

• Director David C. Dobson received an annual stock award of 3,275 phantom stock units on September 25, 2025.
• Each phantom stock unit was valued at $39.69 at the time of the transaction.
• The award was issued pursuant to the John Wiley and Sons, Inc. 2022 Omnibus Stock and Long-Term Incentive Plan and deferred under the Director Deferred Compensation Plan.
• Following this transaction, Mr. Dobson beneficially owns a total of 30,477 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 Mr. Dobson's separation of service from the Board in 100% John Wiley & Sons, Inc. Class A Common stock.
• Distribution of the deferred compensation will occur in accordance with Mr. Dobson's election, either as a lump sum or in ratable installments over a period not exceeding 10 years.

Sentiment

Score: 7

Explanation: The filing reports a routine and expected director equity award, which is a positive aspect of corporate governance aligning director and shareholder interests. It indicates normal business operations without any negative implications.

Positives

• The equity award aligns the director's financial interests with long-term shareholder value.
• The use of a deferred compensation plan provides a structured and tax-efficient method for director remuneration and retention.

Future Outlook

The phantom stock units are subject to future vesting conditions, including 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 the distribution of deferred compensation in a lump sum or ratable installments over a period not exceeding 10 years, based on the director's prior election.

Industry Context

Director compensation through equity awards, such as phantom stock units, is a common and established practice across various industries, including publishing and education services. This method is widely used by publicly traded companies to align the interests of their non-employee board members with the long-term performance and shareholder value of the company, aiding in the attraction and retention of qualified directors.

Comparison to Industry Standards

• The use of phantom stock units for director compensation is a standard practice, comparable to compensation structures at other publicly traded companies in the publishing and education sectors, such as Pearson plc or Scholastic Corporation, which also employ equity-based incentives.
• Vesting conditions tied to tenure, death/disability, or a change of control are typical for such awards, reflecting common corporate governance practices for non-employee directors in the U.S. market.
• The deferral mechanism under a Director Deferred Compensation Plan is also a prevalent feature, offering directors flexibility in managing tax implications and retirement planning, consistent with industry best practices.

Corporate Governance

Related Party Transactions

• The award of phantom stock units to Director David C. Dobson constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• **Shareholders**: The equity award aligns the director's interests with those of shareholders, potentially encouraging decisions that enhance long-term company value.
• **Director (David C. Dobson)**: Receives a significant portion of compensation in equity, directly linking personal financial outcomes to the company's performance and stock price.

Next Steps

• The phantom stock units will vest based on the earliest of the specified conditions (day before next Annual Meeting, director's death/disability, or change in control).
• Shares will settle upon David C. Dobson's separation of service from the Board.
• Distribution of deferred compensation will occur according to Mr. Dobson's pre-elected method (lump sum or installments).

Key Dates

Recommendation

This Form 4 reports a routine annual equity award to a director, which is a standard compensation practice and does not provide new material information regarding the company's operational or financial performance. It is not a catalyst for significant share price movement, therefore, a 'hold' recommendation is appropriate as it does not warrant altering an existing investment thesis.

Keywords

John Wiley & Sons, WLY, WLYB, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Award, David C. Dobson