TO OUR SHAREHOLDERS:

I am pleased to invite you to attend the 2021 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, September 30, 2021, at 10:00 A.M. EDT. We will be hosting our Annual Meeting online to provide a consistent experience to all our shareholders regardless of where they are located and to make it easier for our shareholders to attend. The Annual Meeting will be accessible online at www.virtualshareholdermeeting.com/JWA2021. Details of access to the webcast are provided in the Notice of Meeting. We are continuing to monitor the developments related to the impact of COVID-19 and currently do not anticipate allowing shareholders to attend the meeting in person at the Company’s headquarters. If we decide to modify the structure of our Annual Meeting, we will announce the decision to do so in advance, and participation details will be set forth in a press release filed with the U.S. Securities and Exchange Commission. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the Proxy Statement.

The Wiley Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be present, please vote your shares, either by signing, dating, and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or via the Internet using the instructions printed on the proxy card. This will ensure that your shares are represented at the meeting. Even if you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, by telephone, or via the Internet), or by voting online at the Annual Meeting.

Your vote is important to us, and we appreciate your investment in Wiley, our mission in research and education, and the customers we serve.

 

111 River Street, Hoboken, NJ 07030-5774, U.S.

T +1 201 748 6000

F +1 201 748 5800

www.wiley.com

 

Items to be Voted Upon

Record Date

Shareholders of record at the close of business on August 6, 2021 will be entitled to notice of, and to vote at, the Annual Meeting.

Proxy Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

JOANNA JIA

Hoboken, New Jersey

This Proxy Statement contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2022 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement and the 2021 Annual Report carefully before you vote.

Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:

Our Governance Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints and experiences to effectively oversee the Company’s long-term business strategy. The following table provides summary information about each director nominee. For more detailed information about our directors, please see “Election of Directors (Proxy Item No. 1)” beginning on page 5 of this Proxy Statement.

Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our 10 director nominees bring a diverse and well-rounded range of attributes, viewpoints and experiences, and represent an effective mix of deep company knowledge and fresh perspectives.

 

 

The Company’s Board has identified the following skill sets that are most important to the successful implementation of the Company’s long-range strategic plan: industry experience; strategic planning/business development/managerial experience; financial literacy or expertise; marketing experience; product development and management experience; general operations/manufacturing experience; international experience; information technology experience; government relations/regulatory agency experience; and management development and compensation experience. The Board also considers the manner in which each director nominee’s qualities (i) complement those of other Board members and (ii) contribute to the functioning of the Board as a whole, including with respect to diversity. Diversity includes business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below.

There are ten (10) nominees for election this year. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting.

Ten (10) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence, three (3) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors.

All of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in September 2020.

Jesse C. Wiley, Brian A. Napack and Deirdre P. Silver have agreed to represent shareholders submitting proper proxies by mail, via the Internet, or by telephone, and to vote for the election of the nominees listed herein, unless otherwise directed by the authority granted or withheld on the proxy cards, by telephone or via the Internet. Although the Board has no reason to believe that any of the persons named below as nominees will be unable or decline to serve, if any such person is unable or declines to serve, the persons named above may vote for another person at their discretion.

We believe the Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, skills, viewpoints and experiences. To promote thoughtful Board refreshment, we have:

Six of the 10 director nominees have joined since the beginning of 2014. The average age of our director nominees is 56.6 years. The average tenure of all our director nominees is 8.3 years.

The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in identifying and screening potential director nominees. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board.

The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

(1) The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; (2) A director should have the required expertise and experience, should have a proven record of professional success and leadership and should be able to offer advice and guidance to the Company; (3) A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; (4) A director should have the ability to work effectively with others; (5) The Board also considers diversity factors, such as business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics; (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 75^th birthday, unless an exception is approved by the Board.

Throughout the director selection and nomination process, the Governance Committee and the Board seek to achieve diversity within the Board with a broad array of viewpoints and perspectives that are representative of our global business. The Governance Committee adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, disability, and other personal characteristics or any other protected category under applicable law. This process is designed to provide that the Board includes members with diverse backgrounds, perspectives and experience, including appropriate financial and other expertise relevant to the business of the Company.

The director nomination processes call for the consideration of a range of types of diversity, including business experience, thought, age, ancestry, race, sex, gender, gender identity, gender expression, sexual identity, sexual orientation, and disability. In fact, diversity is one of the enumerated criteria that the Board has identified as critical in maintaining among its current and potential directors. Accordingly, the Governance Committee is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experience, to include in the pool from which Board nominees are chosen. The Board also annually assesses the diversity of its members as part of its assessment process.

 

We have an orientation program for all new directors with respect to their role as directors. This orientation program includes one-on-one meetings with senior management, meetings at the Company’s headquarters, extensive written materials to familiarize new directors with the Company’s business, financial performance, strategic plans, executive compensation program, and corporate governance policies and practices. Additional training by way of shadowing committee meetings and receiving additional committee-specific materials is also provided when a director assumes a role on a particular Board committee on which they will serve. In addition, directors receive Board and committee presentations, and communications from senior executives to help keep them appropriately apprised of key developments in the Company’s businesses and industries, as well as developments in corporate governance, so they can carry out their oversight responsibilities. The directors are also encouraged to visit the Company’s global offices and to attend Company sponsored events, which provide the directors with an opportunity to see and experience firsthand the execution and impact of the Company’s strategy and to engage with senior leaders and associates to deepen their understanding of the Company’s business and corporate culture. In addition, the Company pays for all reasonable expenses for any director who wishes to attend external director continuing education programs.

Pursuant to the Company’s Corporate Governance Principles and the Charters of each of the Board’s Committees, the Board and each of its Committees conduct a self-evaluation at least annually.

The Board also conducts annually a formal evaluation of the Board and its individual members, including the Chairman of the Board. In addition, informal evaluations are conducted after every meeting by the Chairman of the Board and the Chair of the Governance Committee so that directors have an opportunity to share perspectives, feedback and suggestions year-round, both in and outside of the Boardroom.

Our assessment processes enable directors to provide confidential feedback on topics including: meeting agenda and materials, the Board’s culture, quality of discussions, and relationships among directors, and the skills, characteristics, and perspectives to consider for future Board refreshment. In 2021, the Board will again engage a third-party facilitator to help administer the annual Board Evaluation in September. The objective of the annual evaluation is to ensure that the Board as a whole, its committees, and its individual directors are functioning at a high level and are providing the best value and performance for the Company’s stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board and individual directors. The information obtained from the annual evaluations is used to promote director development, direct future Board agendas and meeting structures, ensure good communication among the directors and management, and to review future board candidate qualifications. The Chair of the Governance Committee and the Chairman of the Board meet with each director in executive session to review the assessment results.

The Governance Committee will consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Chair of the Governance Committee to determine whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “2022 Shareholder Proposals and Director Nominations” on pages 63-64 of this Proxy Statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications, including with respect to diversity.

The following key corporate documents are available at www.wiley.com/en-us/corporategovernance: Corporate Governance Principles; the Global Code of Ethics; and the Charters of our Audit, Executive Compensation and Development, Governance, Digital Product and Technology, and Executive Committees of the Board.

The Company has adopted a global Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s website at https://www.wiley.com/en-us/corporategovernance. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website.

In 2021, the Company adopted the Vendor Code of Conduct (the “Vendor Code”) applicable to suppliers, service providers, contingent workers, agents, consultants, independent contractors, and business partners of the Company. The Vendor Code contains general requirements for vendors to do business with the Company, including responsibility and compliance with laws, protecting confidential information, adherence to equal employment practices, and demonstrating a commitment to responsible environmental stewardship and responsibility.

To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below, many of which have been in effect for more than a decade. The Board of Directors and management believe that these Principles, which are consistent with the requirements of the SEC and the NYSE, are in the best interests of the Company, its shareholders and other stakeholders, including employees, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance.

Pursuant to the NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders and stakeholders to abide by all of the NYSE listing rules.

The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole.

The Board appoints the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance.

The Board plans for the succession of the CEO. Decisions regarding the CEO’s compensation are determined by the Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board in executive session. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:

Under the Company’s By-Laws, the Board has the authority to determine the appropriate number of directors to be elected so as to enable it to function effectively and efficiently. The Governance Committee makes recommendations to the Board concerning the appropriate size of the Board, as well as selection criteria for candidates. Each candidate is selected based on background, experience, expertise, and other relevant criteria, including other public and private company boards on which the candidate serves. In addition to the individual candidate’s background, experience and expertise, the manner in which each board member’s qualities complement those of others and contributes to the functioning of the Board as a whole are also taken into account. The Governance Committee nominates a candidate, and the Board votes on his or her candidacy. The shareholders vote annually for the entire slate of Directors.

Any nominee Director who receives a greater number of “withheld” votes from his or her election than “for” votes shall tender his or her resignation for consideration by the Governance Committee. The Governance Committee shall recommend to the Board the action to be taken with respect to such resignation.

Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. Between May 1, 2020 through April 30, 2021 (“fiscal year 2021”), our Board of Directors held 19 meetings and our Committees held an aggregate of 37 meetings. In fiscal year 2021, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served). Nine of the ten then serving directors attended the 2020 Annual Meeting of Shareholders. Mr. Dobson was unable to attend the 2020 Annual Meeting due to a personal conflict.

The Board is currently composed of ten (10) members. Brian A. Napack is the Company’s President & CEO. Jesse C. Wiley is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Brian A. Napack and Jesse C. Wiley, meet the independence guidelines the Board set forth in its Corporate Governance Principles.

The Board is responsible for establishing and maintaining the most effective leadership structure for the Company. To retain flexibility in carrying out this responsibility, the Board does not have a policy on whether the Chairman of the Board shall be an independent member of the Board. The Board of Directors is currently led by Jesse C. Wiley, our non-executive Chairman of the Board.

Meetings of the Board of Directors are called to order and led by the Chairman. Non-employee directors generally meet in executive session without management after each Board meeting. All members of the Board are elected annually.

The Board of Directors believes separating the roles of Chairman and Chief Executive Officer allows our Chief Executive Officer to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chairman to lead the Board of Directors in its oversight and advisory roles. Our Chairman was elected by the independent directors of the Board. Because of the many responsibilities of the Board of Directors and the significant amount of time and effort required by each of the Chairman and the Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Company’s Governance Committee is also led by an independent director, Ms. Mari J. Baker. Ms. Baker serves as a liaison between the Chairman and the independent directors and is available to consult with the Chairman and the CEO about the concerns of the Board.

For the foregoing reasons, the Board of Directors has determined that its current leadership structure is appropriate and in the best interests of the Company’s shareholders.

Non-Management Executive Sessions: The Board has regularly scheduled non-management executive sessions of non-management directors following each Board meeting. The Board has also scheduled executive sessions with only independent directors following the quarterly Board meetings at least once a year.

We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest and in which the amount involved exceeds or is expected to exceed $120,000 since the beginning of the Company’s last completed fiscal year. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships.

The Company’s Board of Directors has adopted a written policy that requires the Chief Executive Officer to review and approve any related party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions with respect to directors, director nominees, and the Chief Executive Officer. The CEO may elect to refer any related person transaction to the Audit Committee for its review, approval, or ratification if the CEO believes such action is appropriate. The vote of a majority of disinterested directors will be required for the approval or ratification of any related person transaction subject to review by the Audit Committee. Such transactions will only be approved after taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy.

Based on information available to us and provided to us by our Directors and executive officers, no such material transactions were entered into during fiscal year 2021.

The Board has established five standing committees: the Audit Committee, the Executive Compensation & Development Committee (“ECDC” or the “Compensation Committee”), the Governance Committee, the Executive Committee, and the Digital Product & Technology Committee. Each Committee conducts an annual self-evaluation of performance against its objectives and reviews compliance with the charter of the committee. The Board reviews and approves the committee charters annually.

The following table indicates present Board and committee membership, and total meetings of the Board and its standing committees for fiscal year 2021:

The Compensation Committee has engaged FW Cook as its independent compensation consultant. FW Cook advises the Compensation Committee on competitive market practices and trends, provides proxy pay data for the Company’s peer compensation group, presents information and benchmarking regarding specific executive compensation matters, reviews management proposals, and provides recommendations regarding CEO pay. The Compensation Committee reviewed its relationship with FW Cook, considered FW Cook’s independence and the existence of potential conflicts of interest, and determined that the engagement of FW Cook did not raise any conflict of interest or other issues that would adversely impact FW Cook’s independence.

No member of the Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

 

The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, 2016 to April 30, 2021. The Company has elected to use the Russell 2000 Index and the S&P 400 Midcap index as its broad equity market indices because it is currently included in these indices. Cumulative total return assumes $100 invested on April 30, 2016 and reinvestment of dividends throughout the period.

Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “2022 Shareholder Proposals and Director Nominations” on pages 63-64 of this Proxy Statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications.

Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes.

The Company has an Enterprise Risk Management program which delineates responsibility to the Board and its committees. The Company’s Board of Directors administers its risk oversight function directly and through its Audit Committee, Governance Committee, Compensation Committee, and Digital Product & Technology Committee. The Company’s senior management engages with and reports to Board of Directors and the relevant Committees on a regular basis to address high-priority risks. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate. The Board members also dedicate a portion of their meetings to reviewing and discussing the Company’s significant risks topics in greater detail.

In fiscal year 2021, our Board held 19 meetings and our Committees held 37 meetings in the aggregate. In addition, our CEO held video conference update calls with the Board regarding key developments relating to the Company's responses to the COVID-19 pandemic effects on our businesses and strategy.

The Company believes that the Board’s leadership structure supports the risk oversight function of the Board by providing for open communication between the Board and management such that all directors are involved in the risk oversight.

Audit Committee: The Audit Committee has oversight responsibility of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Audit Committee also assists the Board in fulfilling its oversight responsibilities regarding the Company’s policies and processes with respect to risk assessment and risk management, including overseeing the Company’s assessment and reporting of material risks and any significant non-financial risk exposures and reviewing reports from management on material risk

topics. The Audit Committee reviews with management, and the Digital Product and Technology Committee as appropriate, the security of and risks related to cybersecurity and the Company’s information technology systems and procedures, continuity of operations, and reliability of internal controls. The Audit Committee also receives regular updates from management, including the General Counsel, on litigation risk.

Governance Committee. The Governance Committee has oversight responsibility over the Company’s governance structure and other corporate governance matters, including Board and director performance, director succession planning, and the review of the Company’s Corporate Governance Principles.

Executive Compensation & Development Committee: The Compensation Committee has oversight responsibility for the management of risk relating to the Company’s annual and long-term compensation program. The Committee aims to ensure that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking. The Compensation Committee also reviews, with assistance from the Executive Committee, executive development and succession plans for the CEO and other Senior Officer positions.

Digital Product and Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, internal IT and back office systems, including cybersecurity and the Company’s information technology system and procedures. The Committee receives regular updates from management on risks in these areas, including data and enterprise security.

The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will drive Company performance and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Compensation Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company.

The following is a description of both Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques.

The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary/special items excluded in the evaluation of performance, as permitted by the 2014 Executive Annual Incentive Plan and the 2014 Key Employee Stock Plan (i.e., the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may apply discretion if they believe the level of compensation is not commensurate with performance.

The following compensation policies and practices serve to reduce the likelihood of excessive risk taking:

We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 37.

We view our people as one of our most significant assets and investments towards achieving our mission of unlocking human potential. The success of our strategies depends on our ability to attract, develop, reward and retain a diverse population of talented, qualified and highly-skilled colleagues at all levels of our organization and across our global workforce. The Board as a whole, and through its Compensation Committee, provides oversight over our human capital management framework, which includes programs, policies and initiatives that promote diversity, equity and inclusion; talent acquisition; ongoing employee learning and development; competitive compensation and benefits; safety and health; and an emphasis on employee satisfaction and engagement.

During the recent COVID-19 pandemic, it became even more critical to safeguard and promote our employees’ well-being. The Company acted quickly and with purpose to support its people by providing resources to seamlessly transition to a remote work environment, successfully activating business continuity plans across functions and offices, and taking key actions to protect the health, safety, and well-being of colleagues around the world. The Company invests in the enrichment of culture, engagement, and learning for its colleagues by providing interactive development programs, skill development courses, and multi-language resources for self-learning.

The Board as a whole, and through its Committees, oversees the Company’s strategy regarding corporate social responsibility. We believe in sharing information to create a stronger, better informed, and more compassionate society. We are committed to advancing and achieving the UN Sustainable Development Goals (SDGs). In support of this effort, we have made formal commitments to the following UN initiatives: UN Global Compact (UNGC), SDG Publishers Compact, and the UN LGBTI Standards of Conduct. We are also creating and promoting equity through access to information and insights, and empowering communities through open research. We address education equity in multiple ways—through our products and initiatives, scholarships and awards.

The Company values environmental sustainability. We encourage action and involvement for the environment across our businesses and our supply chain. We have been carbon neutral since 2020. Our Global Operations Carbon Footprint is third-party certified 100% Carbon Neutral across all of Scope 1 and 2, and part of Scope 3 (business travel and distribution of product). Wherever possible, our offices are powered by renewable energy. Through green tariffs and certified energy attribute certificates (EACs), all of our offices were powered by renewable energy in 2020.

The Company only uses environmentally and business-friendly papers—set out in our global Paper Selection and Use Policy. Through our printers, we partner with forest product companies that uphold the highest environmental standards (set out by the Forest Stewardship Council, Sustainable Forestry Initiative and Programme For the Endorsement of Forest Certification). This includes demonstrating and documenting efficient use and conservation of raw materials; minimization of waste; conservation of natural systems; clean production; community and human well-being; and credible reporting and verification.

The Board also provides oversight over the Company’s robust DE&I strategy. The Company’s DE&I strategy has four key focus areas: Data-Driven Insights, Team Development, Inclusive Talent Processes, and Business Innovation. We stand for diversity in all forms, equity throughout our policies and processes, and an inclusive culture where people feel like they can be themselves. The Company has established Employee Resource Groups supporting its diverse culture and leveraged a series of education and trainings on fostering an inclusive mindset. The Company has also signed the CEO Action for Diversity and Inclusion, a commitment to sustained, concrete action to advance diversity and inclusive thinking, behavior, and business practices in the workplace. This past year, we proudly received a 100% score on the Human Rights Campaign 2021 Corporate Equality Index (CEI), the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ workplace equality. We are also a recipient of the 2021 DivHERsity Champions Award.

Additional information about our corporate social responsibility efforts is available on our website at https://www.wiley.com/en-us/corporatecitizenship.

Shareholders and other persons interested in communicating with any Director, any committee of the Board or the Board as a whole may do so by submitting such communication in writing and sending it by mail to the attention of the appropriate party or to the attention of our Chairman of the Board, 111 River Street, Mail Stop 6-NE-42, Hoboken, New Jersey 07030-5774 or by email to tellthedirectors@wiley.com.

The Company’s Corporate Law Department reviews all communications sent to the Board and forwards such communications as appropriate. Directors may at any time discuss the Board communications received by the Company. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with the procedures established by the Audit Committee with respect to such matters. Certain items that are unrelated to the duties and responsibilities of the Board or its committees (such

as business solicitation or advertisements; junk mail or mass mailings; resumes or other job-related inquiries; unsolicited ideas or business proposals; and material that is determined to be illegal or otherwise inappropriate) will not be forwarded.

 

In fiscal year 2021, our non-employee directors received an annual cash retainer of $100,000. Committee chairs of the Audit and Compensation Committees receive an additional annual retainer of $20,000, and Committee chairs of the Governance, Digital Product and Technology, and Executive Committees each receive an additional annual retainer of $15,000. As Chairman of the Board, Mr. Wiley receives an annual cash retainer of $360,000, consisting of $210,000 for Director compensation, plus an incremental cash retainer of $150,000 for his role as Chairman.

No fees are paid for attendance at meetings. No non-employee director receives any other cash compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. Directors who are employees do not receive additional compensation for Board service.

As previously announced in the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2020, the Board unanimously agreed to reduce the cash-based portion of the independent non-employee directors’ annual retainer by 30%, accompanied by an equivalent percentage reduction in the compensation of the Chairman of the Board, for a period of six months. These reductions are reflected in the Director Compensation Table for fiscal year 2021.

Pursuant to the 2018 Director Stock Plan, as amended on March 20, 2019, each of our then non-employee independent directors, other than the Chairman, received an annual award of restricted Class A Common Stock equal to $110,000, with the amount of shares granted based on the stock price of John Wiley & Sons, Inc. Class A Common Stock at the close of the New York Stock Exchange on September 24, 2020. Such restricted shares granted will vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability (as determined by the Governance Committee), or (iii) a Change in Control (as defined in the 2014 Key Employee Stock Plan). All of our Directors who receive stock compensation, except for Mr. Pesce, defer their receipt of the shares and receive them as deferred share units under the Deferred Compensation Plan for Directors as described in the following paragraph.

The Company established a Deferred Compensation Plan for Directors (the “Deferred Plan”), Amended and Restated as of January 1, 2009, and further amended on September 27, 2018. Non-employee directors are eligible to participate and may defer all or a portion of their annual cash retainer fees in the form of cash and/or Class A Common Stock. They may also defer their annual stock award.

In fiscal year 2021, seven of our non-employee directors participated in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. Two of our current Directors defer receipt of their cash retainer in an interest bearing account at the Company. Retainers deferred in the

form of deferred share units receive dividends in the form of additional deferred share units based on the closing price of the Class A Common Stock on the distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, either in a lump sum or in the form of annual installments disbursed on January 15^th of each year following the retirement.

Our active directors are eligible to participate in the Company’s Matching Gift Program. The Company will match on a one-to-one basis up to a maximum contribution of $15,000 per fiscal year, with no organization limit.

Our directors (including non-employee directors) can only transact in Company securities during approved trading windows after satisfying mandatory pre-clearance requirements

Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the Director is entitled for Board service, which can be met by accumulating annual stock grants during their term of Board service.

The table below indicates the total compensation received by each non-employee director during fiscal year 2021. Employee directors, which in fiscal year 2021 included Brian A. Napack, our President and CEO, do not receive any compensation for their service as a director. Mr. Napack’s employee compensation for fiscal year 2021 is shown in the Summary Compensation Table on page 48.

The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal year 2022. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the Company’s shareholders because we believe it is a matter of good corporate practice.

The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.

Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting:

“RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2022 be, and it hereby is, ratified.”

In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2022 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of independent public accountants.

The following is the report of the Audit Committee of the Company with respect to the Company’s audited financial statements for the fiscal year ended April 30, 2021.

Total aggregate fees billed by KPMG LLP (“KPMG”) for professional services in connection with the audit and review of the Company’s Consolidated Financial Statements, and statutory audits of the Company’s international subsidiaries were $2,200,000 and $2,438,000 in fiscal years 2021 and 2020, respectively.

The aggregate fees billed for audit related services, including employee benefit plan audits, and agreed-upon procedures in the U.K. were $17,000 and $39,000 in fiscal years 2021 and 2020, respectively.

The aggregate fees billed for services rendered by KPMG tax personnel, except those services specifically related to the audit of the financial statements, were $300,000 and $530,000 in fiscal years 2021 and 2020, respectively. Such services include tax planning, tax return reviews, advice related to acquisitions, tax compliance and compliance services for expatriate employees.

The aggregate non-audit fees were $0 for both fiscal years 2021 and 2020.

The Audit Committee has advised the Company that in its opinion the services rendered by KPMG LLP are compatible with maintaining their independence.

The Audit Committee is responsible for oversight of the Company’s accounting, auditing and financial reporting process on behalf of the Board of Directors. The Committee currently consists of three members who, in the judgment of the Board of Directors, are independent and financially literate, as those terms are defined by the SEC and the listing standards of the NYSE. The Board of Directors has determined that all the members of the Committee satisfy the financial expertise requirements and the Chair of the Committee, Mr. McDaniel, and Ms. Baker have the requisite experience to be designated as an “audit committee financial expert” as that term is defined by the rules of the SEC and the NYSE.

Management has the primary responsibility for:

The Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Committee has held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results for the fiscal year ended April 30, 2021. Management has represented to the Committee that the Company’s financial statements were prepared in accordance with generally accepted US accounting principles. The Committee has discussed with the independent auditors significant accounting principles and judgments applied by

management in preparing the financial statements as well as alternative treatments. The Audit Committee discussed with the independent auditors the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees).

The Audit Committee has had discussions with, and received regular status reports from, the independent auditors and the Vice President of Internal Audit regarding the overall scope and plans for their audits of the Company, including their scope and plans over management’s assessment of the effectiveness of internal control over financial reporting. The independent auditors provided the Audit Committee with written disclosures and the letter required by applicable professional and regulatory standards relating to KPMG’s independence from the Company, including the Public Company Accounting Oversight Board pertaining to the independent accountant’s communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence.

The Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence. The Audit Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. The Audit Committee may delegate authority to one or more of its members to grant pre-approvals of audit and non-audit services, provided that the pre-approvals are presented to the Audit Committee for ratification at its next scheduled meeting.

Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at: tellthedirectors@wiley.com.

Based upon the review and discussions referred to above, the Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2021, as filed with the Securities and Exchange Commission.

Audit Committee

Raymond W. McDaniel, Jr. (Chair), Mari J. Baker, and George Bell

We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables, narrative discussion, and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.

Compensation for our Named Executive Officers in fiscal year 2021 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in fiscal year 2021 and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward strong performance and limit rewards for performance below targets. Our fiscal year 2021 compensation packages reflect these guiding principles.

The discussion set forth in the Compensation Discussion and Analysis on pages 37 to 56 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy.

A vote “FOR” approval will be a vote in favor of the following resolution:

The Board of Directors recommends a vote “For” approval, on an advisory basis, of the compensation of John Wiley & Sons, Inc.’s Named Executive Officers as disclosed in this Proxy Statement.

Our compensation program, which is well aligned with our shareholders’ interests, provides highly competitive total packages that attract, motivate and reward transformative leaders based on their individual qualifications.

At our Annual Meeting last year, our shareholders again expressed substantial support for our executive compensation program, with our Say-on-Pay proposal receiving ˜98% approval. The Committee believes the strong shareholder support signals approval of the current pay-for-performance approach, the incremental changes we have made to ensure our compensation programs support our business strategy, and the sound governance practices in place at Wiley.

Fiscal year 2021 began on May 1, 2020, in the earlier stages of the global pandemic. In addition to addressing the impact of COVID-19 on our fiscal year 2020 performance; we considered the best approach for setting fiscal year 2021 financial targets during a period of market volatility and economic uncertainty.

Our goal in this Compensation Discussion and Analysis (“CD&A”) is to provide an understanding of our executive compensation program, explain how and why the Committee arrived at the specific compensation decisions involving the named executives (“NEOs”) for fiscal year 2021, and the COVID-19-related actions we took to ensure our programs were fair to both our shareholders and our executives.

George Bell

This CD&A describes the compensation of the following NEOs:

Wiley delivered solid operating performance in fiscal year 2021, driven by consistent growth strategies and favorable market dynamics in open research and career-connected education.

 

Research Publishing and Platforms saw constant currency revenue and adjusted EBITDA growth of 5% and 6%, respectively, reflecting strong growth in open access, increased publishing efficiency, and COVID-related savings.

Education Services saw constant currency revenue and adjusted EBITDA growth of 21% and +$31 million, respectively, reflecting strong online enrollment growth and efficiency gains.

Academic and Professional Learning saw constant currency revenue decline of 2% and adjusted EBITDA growth of 4%, with double-digit growth from digital content and courseware offset by COVID-driven bookstore closures and suspension of in-person training. Adjusted EBITDA performance was driven by COVID-related savings and business optimization gains.

We made several changes to our compensation program in 2021, both reflective of the impact of the global pandemic, and to ensure continued alignment with our shareholders and market practice.

The Committee oversees the executive compensation program and evaluates the program against competitive practices, legal and regulatory developments and corporate governance trends. The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards – and those we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

The Committee has incorporated the following market-leading governance features into our program.