John Wiley & Sons (WLY) DEF 14ADefinitive proxy

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Dear Fellow Shareholders,

On behalf of the Wiley Board of Directors, I want to thank you for your continued confidence and investment in Wiley. Fiscal 2024 was a pivotal year for us. We intensified our focus on our core strengths in Research and Learning. We divested non-core businesses and underperforming assets. We streamlined the organization and right-sized our cost structure.

Under Matt Kissner’s leadership, we have made marked progress in executing and delivering on our financial commitments, driving momentum in our publishing and solutions core, and rallying around AI opportunities. We are poised to take the next step in our exciting journey as a knowledge company. I am energized and optimistic about our future, near and long-term.

One of our most important responsibilities as a Board is selecting the best leader for the Company. To do this, we established a CEO Succession Committee and process that resulted in the unanimous decision to appoint Matt as President and CEO. During a nine-month term as interim he made a significant impact. Matt is a proven leader aligned with our mission and culture, able to deliver strong results. All this makes him the right choice to lead Wiley into the future.

The Wiley that began in 1807 as a print shop in lower Manhattan has become one of the world’s leading sources of knowledge in science, technology, engineering, and business. Today, with value adding technology and tools, our lasting strength remains the development of high-quality knowledge and solutions that help institutions, corporations, and individuals apply that knowledge, making an impact in their fields and careers.

I am proud to be part of the Wiley community of colleagues and customers. What we do in research and learning is good for the world and as needed as ever. We contribute to significant scientific and economic progress enabling and magnifying the work and impact of knowledge seekers around the world. This mission energizes all of us – colleagues, authors, customers, partners, and shareholders.

I want to especially thank our colleagues across the globe for their tireless work and remarkable achievements this year. Your commitment to execution on behalf of customers with camaraderie and commitment is remarkable. Wiley is its people.

Thank you again for your continued trust and confidence as we work to deliver on our time-honored mission and our value creation plans.

To our Valued Shareholders,

Over the past year, we have become a stronger and more profitable Wiley. We moved decisively to simplify our portfolio and focus on our Research and Learning core while driving operating efficiency and publishing innovation. We executed at a consistently high level and met and exceeded our guidance and other stated objectives. We enter a new year with strong business momentum, meaningful margin expansion, and a renewed sense of optimism across the organization.

2024 marks our 217th year. Today’s Wiley enables the creation of new knowledge and its application in critical areas of the global knowledge economy - in science, learning and innovation. Our authoritative content, tools, and services are entrusted by the most admired institutions and companies in the world, prestigious societies, and Nobel Prize-winning authors. Millions of researchers and learners depend on Wiley for their personal and professional advancement. After 217 years, Wiley remains as relevant as ever.

Our culture has always been the heart of our success. To that end, I am grateful to our wonderful colleagues around the world. They rose to the occasion this year and drove a rapid recovery in our core, took advantage of artificial intelligence opportunities, and delivered on our value plan commitments.

I am grateful to our world-class Board of Directors. Over the past year, their independent perspectives and shared insights have been hugely beneficial to our Company and its success, and ultimately to our Shareholders.

We are fully confident in our direction of travel as we continue to execute on our value plans and move decisively on the publishing, solutions, optimization, and innovation opportunities in front of us. On behalf of the Wiley leadership team, I want to thank you for your continued support and confidence. We appreciate all of you.

Shareholders of record at the close of business on July 31, 2024, will be entitled to notice of, and to vote at, the Annual Meeting.

The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B shareholders are included. The matters listed in the Notice of Meeting are described in this Proxy Statement.

This Proxy Statement contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our 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 retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2025 in connection with our multiyear Global Restructuring Program and planned and completed dispositions; (xi) the possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions; (xii) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xiii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiv) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xv) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted Revenue,” "Free Cash Flow Less Product Development Spending" and results on a constant currency basis to assess underlying business performance and trends. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings.

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

Shareholders of John Wiley & Sons, Inc. ("the Company" or "Wiley") will be asked to vote on the following matters at the Annual Meeting of Shareholders. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly submit your proxy with your voting instructions. You may do this over the Internet, as well as by telephone or mail.

In the fiscal year ended April 30, 2024 (“fiscal year 2024”, "FY 2024" or "FY24"), we drove strong underlying momentum in our core and rallied around new artificial intelligence ("AI") opportunities while accelerating our value creation plans, including divesting non-core businesses and realizing significant cost savings. We delivered Adjusted Revenue in the higher end of our guidance range, exceeded our fiscal year 2024 Adjusted EBITDA and Adjusted EPS guidance, and executed an important Generative AI content rights project.

From a Generally Accepted Accounting Principles in the United States of America (“GAAP”) perspective, fiscal year 2024 was a transitional year for Wiley as we divested non-core businesses and right-sized the organization to become a higher performing and more profitable company. Structural changes and transition year dynamics were evident in the Company's GAAP results. The decline in GAAP Revenue was largely due to completed divestitures or declines in held for sale assets. The decline in GAAP Operating Income and GAAP earnings per share ("EPS") loss was largely due to a combination of multiple non-cash impairments related to divested assets, businesses held for sale and restructuring charges. The decline in Cash from Operations was due to lower cash earnings this year and higher restructuring payments.

Adjusted Revenue was down 1%, on a constant currency basis, mainly due to the Hindawi publishing disruption in Research Publishing and market conditions in Research Solutions offsetting growth in Learning. Adjusted Revenue on a segment basis, at constant currency, is illustrated as follows:

On a constant currency basis, Adjusted EBITDA declined 3% as compared with the prior year but exceeded guidance due to Learning out-performance and accelerated cost savings from its value creation plan. Adjusted EBITDA margin of 22.8% for fiscal year 2024 was modestly lower than prior year, but ahead of original expectations.

Adjusted EBITDA margins on a segment basis, at constant currency, is illustrated as follows:

Adjusted Operating Income was down 8%, at constant currency, compared to prior year largely due to revenue performance, but exceeded expectations due to Learning out-performance and accelerated cost savings.

Adjusted EPS decreased 19% primarily due to lower adjusted Operating Income, which was further impacted by higher interest, a higher Adjusted Effective Tax Rate, and higher pension expense. Adjusted EPS also exceeded the Company's full year guidance.

Finally, Free Cash Flow of $114 million was down by $59 million compared to the prior year. Results were due to lower cash provided by operating activities and higher restructuring and interest payments, partially offset by lower capital expenditures.

For reconciliation to the GAAP measures and defined terms, see the Company’s most recent Form 10-K on our Investor Relations website at https://investors.wiley.com/financials/sec-filings. For more information on the Company and its Q4 and fiscal year 2024 earnings performance and outlook, visit https://investors.wiley.com/financials/quarterly-results.

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

We believe each of the Board’s nominees meets the qualifications, skills and expertise established by the Board for continuing service on the Board, including the areas that are critical to the Company’s strategy and operations, and will continue to collectively serve in the best interests of the shareholders and Company.

There are ten (10) director 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. The Board has affirmatively determined that the director nominees, except Messrs. Kissner and Wiley, are independent under the applicable rules of the New York Stock Exchange ("NYSE"). Unless contrary instructions are indicated or a 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 on 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.

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. All of the nominees are currently directors of the Company. Jesse Wiley, Christina Van Tassell and Deirdre 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.

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 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. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key members of management and their professional growth and development plans. The Board also:

Our Board is comprised of diverse and engaged individuals with a wide range of relevant qualifications, skills and experiences, each of whom contribute to the overall effectiveness of our Board and committees. 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. Our Governance Committee is primarily responsible for maintaining a balanced and diverse Board through robust succession planning and refreshment processes.

In doing so, the Governance Committee takes into consideration the corporate strategy and the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director qualifications.

To promote thoughtful Board refreshment, we:

Three of the ten (10) current directors have joined the Board over the last five years. As of the date of this Proxy Statement, the average age of our directors is 62 years, and the average tenure is 11.3 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, including potential nominees recommended by current directors, retained search firms or shareholders. 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 of 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:

Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. During our fiscal year 2024, our Board held a total of 9 Board meetings and our committees held an aggregate of 37 meetings. In fiscal year 2024, 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 on such committee). All members of the Board attended the 2023 Annual Meeting of Shareholders.

The Board’s director independence guidelines, which are a part of its Corporate Governance Principles ("Governance Principles"), are consistent with the rules of the NYSE, and assist in determining director independence. For a director to be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company.

In accordance with these standards, the Board undertook its annual review of the independence of its Directors. During this review, the Board considered whether there are any relationships or related party transactions between each Director, any member of his or her immediate family or other affiliated entities and the Company. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

The Board follows a number of procedures to review related party transactions. We maintain a written policy governing related party transactions that requires Audit Committee approval of related party transactions exceeding $120,000. Each Board member answers a questionnaire designed to disclose conflicts and related party transactions. We also review our internal records for related party transactions. Based on a review of these standards and materials, none of our independent Directors had or has any relationship with us that meets this criteria.

As a result of its review, the Board affirmatively determined that the following Directors are independent as required by the NYSE listing standards. The Board is currently composed of ten (10) members. Mr. Kissner is the Company’s President and CEO. Mr. Wiley, the Chair of the Board, is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Mr. Kissner and Mr. Wiley, meet the independence guidelines the Board set forth in its Governance Principles. All members of the Audit, Compensation and Governance Committees are independent Directors under the NYSE listing standards and Securities and Exchange Commission ("SEC") rules. Two members of the Audit Committee are “audit committee financial experts” within the meaning of the applicable SEC regulations and all members meet the “financial literacy” standard of the NYSE. At each Committee meeting, members of each Board Committee have the opportunity to meet in executive session.

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 Chair of the Board shall be an independent member of the Board. The Board is currently led by Mr. Wiley, our non-executive Chair of the Board. Meetings of the Board are called to order and led by the Chair.

The Board believes separating the roles of Chair and CEO allows our CEO 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 Chair to lead the Board in its oversight and advisory roles. Our Chair is elected by the independent directors of the Board. Because of the many responsibilities of the Board and the significant amount of time and effort required by both the Chair and the CEO 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 Governance Committee is also led by an independent director, Ms. Baker. Ms. Baker serves as a liaison between the Chair and the independent directors and is available to consult with the Chair and the CEO about the concerns of the Board.

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

All new directors participate in our director orientation program over the course of their first year serving on our Board. New directors have a series of meetings, over time, with each member of the Board and with senior management representatives from the business and shared services areas, to review and discuss information about the Company, including the Company’s business, financial performance, strategic plans, executive compensation program, controls and corporate governance policies and practices. Based on input from our directors, we believe this gradual onboarding approach, coupled with additional committee-specific training and materials, provides new directors with a strong foundation in the Company’s businesses, connects new directors with other members of the Board and members of management with whom they will interact, and accelerates their effectiveness to engage fully in Board deliberations.

The goal of the Director Education Program is to enhance director effectiveness by providing education on topics that are relevant to oversight in order to create long-term value and reflect shareholder and regulatory expectations that directors continually enhance their knowledge and skills. Wiley's Director Education approach provides training on a wide array of relevant topics, such as products and services, legal and regulatory developments, cybersecurity trends, and strategy. Education sessions and product demonstrations are offered consistently at both the Board and committee levels and include both internal and external presenters. During fiscal year 2024, the Board participated in several director education sessions at regularly scheduled or interim Board and committee meetings or sessions, providing a consistent, ongoing forum for broadening and deepening directors’ knowledge of relevant topics. 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 reasonable expenses for any director who wishes to attend external director continuing education programs.

The Board believes self-evaluations of the Board, its committees and individual directors are important elements of corporate governance. As such, the Board and each of its committees conduct a self-evaluation at least annually and individual director evaluations periodically.

In addition, informal evaluations are conducted after every quarterly meeting of the Board by the Chair of the Board and the Chair of the Governance Committee to give directors an opportunity to share perspectives, feedback and suggestions year-round, both in and outside of the boardroom.

As part of this process, tailored questionnaires for the Board and each committee are reviewed and approved by the Governance Committee prior to distribution. Following completion of the questionnaires, the Chair of the Board and Governance Committee, meet individually with each director to discuss a range of topics, including Board and committee composition, organization and effectiveness of meetings and communication, each director’s personal contribution to the Board and relevant committees and the sufficiency of the level of internal and external support provided to the Board and its committees. The results of the committee evaluations are shared with the Chairs of each committee on an anonymized basis. The Chair of the Governance Committee then provides the Governance Committee and Board a summary of responses to the questionnaires. Separately, each committee Chair additionally reviews the applicable committee self-evaluation results with members of the relevant committee.

Our assessment processes enable directors to provide confidential feedback on topics including: meeting agenda and materials, the Board’s culture, quality of discussions, engagement, skills and characteristics, participation in the strategic planning process, engagement with management, perspectives to consider for future Board refreshment, topics of focus in the coming year as well as director education topics. 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 providing the best value and performance for the Company’s stakeholders.

In 2024, the Board self-evaluation process was facilitated by a third party who conducted a series of interviews of each of our directors and members of our executive leadership team, with the intent to gather input on each director’s individual contributions, overall board culture, governance approach and framework, Board composition and succession planning, corporate priorities, risk and performance oversight, and relationships with and oversight of management. The third party reported its findings to the Governance Committee and the Board. The Chairs of the Board and Governance Committee also provided feedback to individual directors and members of management, where applicable.

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 assist the Board in identifying potential board members with diverse backgrounds, perspectives and experience, including financial, technology and other expertise relevant to the business of the Company.

Diversity is one of the enumerated criteria the Board has identified as critical in maintaining among its current and potential directors. The Board also annually assesses the diversity of its members as part of its assessment process.

The following key corporate documents are available at www.wiley.com/en-us/corporate-governance: Governance Principles; the Business Conduct and Ethics Policy; Code of Ethics Policy for Senior Financial Officers; and the Charters of our Audit, Executive Compensation and Development, Governance, Digital Product and Technology ("Technology"), and Executive Committees of the Board.

The Company has adopted a global Business Conduct and Ethics Policy that applies to the Board members, principal executive officer, principal financial officer, principal accounting officer, controller, as well as all other officers and colleagues of Company. The Company also maintains a Code of Ethics policy for its senior financial officers. 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.

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

Our Board has adopted Governance Principles to provide guidance to our Board and its committees on their respective roles, director qualifications and duties, Board and committee composition, organization and leadership. The Board and management believe that these Governance Principles, which are consistent with the requirements of the SEC, are in the best interests of the Company, its shareholders and other stakeholders, including colleagues, 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. Our Governance Committee reviews our Governance Principles annually to ensure they meet best practices in corporate governance.

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 rules, regardless of the exemptions available.

Our Audit Committee has adopted an Insider Trading Policy for colleagues and directors to promote compliance with federal and state securities laws. The policy prohibits colleagues and directors who are aware of material non-public information about the Company from: (i) trading in securities of the Company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. Our Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy (together with colleagues and directors, "Covered Persons"). We have established black-out periods to which Covered Persons are subject to. The Company may impose additional black-out periods from time to time as other types of material non-public information occur when material non-public events or disclosures are pending. Covered persons are permitted to trade in the Company’s securities only when there is no black-out period in effect and such trade has been pre-cleared by the appointed Company officer or their designee, or when a qualified 10b5-1 plan has been established in accordance with federal securities laws. No covered person has adopted or terminated a Rule 10b5-1 trading plan during the last fiscal quarter of the fiscal year to which this report relates.

Under the Insider Trading Policy, covered persons are prohibited from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future securities’ price. Our Insider Trading Policy also prevents directors and senior officers from pledging our securities as collateral for loans or holding our securities in a margin account.

The Insider Trading Policy is set forth in an exhibit to our Annual Report on Form 10-K for the fiscal year ended April 30, 2024.

The Compensation Committee approves all equity award grants to our named executive officers ("NEOs") on or before the grant date. The Compensation Committee's general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they approve equity awards for NEOs. Accordingly, annual equity awards are typically granted to our NEOs at the first Compensation Committee meeting of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the Compensation Committee has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, it does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs.

In fiscal year 2024, the Compensation Committee adopted an Executive Compensation Clawback Policy. The policy applies to current and former executive officers of the Company, including the NEOs. The policy is intended to comply with the applicable listing standards of the NYSE and Rule 10D-1 of the SEC. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its executive officers, with certain limited exceptions permitted under the NYSE listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. We have also retained our discretionary clawback requirements, which cover certain Company-wide annual incentive plan participants and all equity award recipients, and apply to the extent not superseded by the mandatory clawback requirements. Under the annual incentive plan and equity incentive plan, the Company will seek to recover, as it deems appropriate and to the extent permitted by law, any excess bonus, incentive payment, or equity award from a covered participant in the event of a financial restatement (covering a broader population than our mandated policy), or may require clawback and/or forfeiture of total payment or award amounts from any participant who engaged in fraud or misconduct that contributed to the Company’s requirement to restate its financials, in each case in accordance with the provisions of the plans. The Executive Compensation Clawback Policy is set forth in an exhibit to our Annual Report on Form 10-K for the fiscal year ended April 30, 2024.

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 has adopted a written policy that requires the General Counsel and CEO to review any related party transactions with respect to senior officers of the Company and submit any recommendations for approval to the Audit Committee to review and consider for approval. 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 (i) whether the transaction will be undertaken in the ordinary course of business of the Company, (ii) whether the transaction was initiated by the Company or the related party; (iii) whether the transaction is proposed to be entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; (iv) the purpose of, and the potential benefits to the Company of the transaction; (v) the approximate dollar value of the transaction, particularly as it relates to the related party; (vi) the level of interest of the related party in the transaction; and (vii) whether such a transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy. Based on information available to us, no such material transactions were entered into during fiscal year 2024.

Our fiscal year 2024 began on May 1, 2023, and ended on April 30, 2024. As part of our broader Board refreshment practices, we review our committee memberships annually following last year’s Annual Meeting of Shareholders. Directors joining new committees participate in an orientation program, with particular focus on committee membership, to create a seamless transition. The following table indicates the Board and committee membership as of the date of this Proxy Statement, and total meetings of the Board and its standing committees for fiscal year 2024:

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 colleagues 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. 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.

On October 10, 2023, the Company announced the departure of the Company's then President and CEO, Brian A. Napack, and the appointment of Matthew S. Kissner as interim President and Chief Executive Officer. Mr. Kissner was also appointed a director of the Board on October 30, 2023. Following the transition, the Board formed a CEO Succession Committee, chaired by Mr. McDaniel and included Ms. Baker and Messrs. Bell and Wiley as members. The CEO Succession Committee was tasked to engage in the search for the Company's President and CEO by considering internal and external candidates. The CEO Succession Committee responsibilities included:

The CEO Succession Committee was provided the authority to select, retain and obtain the advice and consultation of a succession partner, as necessary, to assist with the execution of the Committee’s duties and responsibilities at the expense of the Company. The CEO Succession Committee set the compensation and had oversight responsibility over the work of the succession partner.

As a direct result of this formal process, on July 10, 2024, the Company announced the appointment of Matthew S. Kissner as the Company’s President and CEO, effective July 8, 2024.

The Company has established an Enterprise Risk Management program. Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with those efforts. The Company believes that the Board’s leadership structure further 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.

The Board administers its risk oversight function directly as well as through its Audit, Governance, Compensation, and Technology Committees. The Company’s senior management engages with and reports to the Board and the relevant committees on a regular basis to address material 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 also dedicates a portion of its meetings to reviewing and discussing the Company’s significant risks topics in greater detail.

The Audit Committee reviews with management, and the Technology Committee, as appropriate, the Company’s information security programs, including cybersecurity. The Audit Committee also receives regular updates from management, including the General Counsel, on litigation risk.

In addition, the Corporate Audit Department continually monitors the risk profile of the Company, and annually presents to the Audit Committee a risk assessment (refreshed quarterly) that is based on the strategic priorities of our senior leaders, which results in an enterprise-wide key risk map to assist the Board in its oversight of critical risks. These exercises inform the preparation of a risk-based audit plan to cover and address the effectiveness of control activities in critical areas.

The Audit Committee also holds separate regular executive sessions with internal audit and the independent auditors.

The Board recognizes the importance of our ESG initiatives and the need to provide effective oversight of those initiatives. The Board has oversight responsibility for all areas not specifically delegated to one of its committees. In concert with its committees, the Board also oversees material risks and opportunities related to our strategic plans, including ESG as part of the Company's enterprise strategy. The following are the specific committee responsibilities relating to ESG:

Our global information security and global privacy program are combined. Both programs are led by the Chief Information Security and Data Privacy Officer and are under one reporting structure as we believe there is clear articulation across the two domains.

The Company’s cybersecurity and privacy program is led by our Chief Information Security Officer and Data Protection Officer. We believe cybersecurity is the responsibility of every team member. We take measures to enhance our cybersecurity program to ensure that it reflects developing risks in this space, including independent program assessments, penetration testing and scanning of our systems for vulnerabilities. The following are the components of our cybersecurity risk management program, including but not limited to:

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 the 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 thresholds and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on the behaviors it is seeking 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 or special items excluded in the evaluation of performance, as permitted by the 2022 Omnibus Stock Plan and Long-Term Incentive Plan (i.e., the shareholder plans). Such information assists the Compensation Committee to 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:

Each non-management director is compensated for service on the Board of Directors. The Governance Committee and the Board review the director compensation program annually. As part of the annual review, management engages FW Cook to conduct a director compensation analysis. FW Cook provides director compensation data for the Company’s peer group used to benchmark director compensation.

The Audit Committee chair receives an additional annual retainer of $30,000, the Compensation Committee chair receives an additional annual retainer of $20,000, and committee chairs of the Governance, Technology, and Executive Committees each receive an additional annual retainer of $15,000. The CEO Succession Committee chair received an annual retainer of $10,000. As Chair 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 Chair. The cash retainers are paid in quarterly installments and prorated for partial years of service.

No fees are paid for attendance at meetings. Non-management directors do not receive any other cash compensation from the Company, except for reimbursement of expenses incurred in relation to service on the Board. Directors who are colleagues do not receive additional compensation for Board service.

Under the 2022 Omnibus Stock Plan and Long-Term Incentive Plan adopted on September 29, 2022 (the "Omnibus Stock Plan"), each of our non-management independent directors received an annual award of restricted Class A Common Stock equal to $120,000, 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 NYSE on the day of the Company's Annual Meeting. Such restricted shares granted vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-management director’s death or disability (as determined by the Governance Committee), or (iii) a Change in Control (as defined in the Omnibus Stock Plan). Eight directors receive stock compensation and, except for Mr. Pesce, defer the receipt of the shares and receive them as deferred share units under the Deferred Plan for Directors, as defined in the following paragraph. Mr. Wiley’s compensation for service on the Board is provided 100% in the form of cash in lieu of stock due to his shareholdings as a member of the Wiley Family. No options have been granted to directors.

The Company established a Deferred Compensation Plan for Directors’ 2005 & After Compensation, as amended through September 20, 2022 (the “Deferred Plan”). Non-management directors are eligible to participate and may defer all or a portion of their annual cash retainer fees in investment funds and/or Class A Common Stock. They may also defer their annual stock award.

In fiscal year 2024, seven of our directors participated in the Deferred Plan. Each participant may designate his or her preference for the manner in which the deferred cash in their Director Fee Account will be invested from among the investment funds made available for such designation from time to time. 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 15th of each year following the retirement.

Directors are eligible to participate in the Company's matching gift program to give back to the community and support important causes. The Company matches 100% of charitable donations to qualified entities up to a maximum of $10,000 per year for each director.

Our directors, including non-management directors, can only transact in Company securities during approved trading windows after satisfying mandatory pre-clearance requirements.

The Board has established guidelines for the amounts of our common stock that our non-management members of the Board should beneficially own. Under those guidelines, directors are expected to hold stock interests valued at no less than five times that directors' 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. Directors are expected to meet the requirements by the end of an initial five-year accumulation period and to maintain such an ownership level thereafter. The five-year period is measured from the date the individual is first elected as a member of the Board. As of April 30, 2024, each of our non-management directors have met the guidelines or are within the initial five-year accumulation period for meeting such guidelines.

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 Chair of the Board, John Wiley & Sons, Inc., 111 River Street, Hoboken, New Jersey 07030-5774 or by email to non-managementdirectors@wiley.com. Persons with complaints or concerns about accounting, internal controls or auditing matters may contact the Audit Committee at: non-managementdirectors@wiley.com.

The Company’s Corporate Secretary 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.

Throughout our 217-year history, we have helped drive societal progress by ensuring widespread access to the world’s latest thinking and acting as a trusted partner to our authors, customers, colleagues, and the broader research and learning communities we serve. We embrace sustainability as a strategic imperative and are committed to environmental responsibility, social inclusion, and ethical practices. As a signatory of the United Nations ("UN") Global Compact and UN Social Development Goals ("SDG") Publishers Compact, we advance knowledge in support of all seventeen SDGs through our publishing activities and have prioritized three (3) SDGs: 4: Quality Education, 10: Reduced Inequalities, and 13: Climate Action, where we believe we can make the most impact.

We are committed to reducing our impact on the planet. With a focus on climate action, we continue to drive a reduction in our greenhouse gas emissions compared with our FY20 baseline year. This progress is consistent with our Science Based Targets initiative-validated commitment to achieve carbon net zero by 2040. We now also report our GHG emissions and climate strategy annually.

Our environmental action—which spans our facilities and fleet, energy consumption, and partnerships across our value chain—is guided by our Environmental Policy, as well as a dedicated Paper Policy, upholding high environmental standards for ourselves and our supply chain as set by the Forest Stewardship Council, Sustainable Forestry Initiative, and Programme for the Endorsement of Forest Certification. We work to integrate environmental considerations throughout our operations, and benefit from a growing network of colleagues connecting environmental action to our business optimization programs, production and delivery, supply chain management, reporting, publishing and product strategy, and customer engagement.

We continuously work to ensure increased transparency of our environmental action and overall ESG efforts. In FY24, we responded to CDP Climate & Forests, the S&P Global’s Corporate Sustainability Assessment, the UN Global Compact Communication on Progress, Ecovadis, and, in December 2023, released our first Taskforce on Climate-related Financial Disclosure report.

Through our products and solutions, we work to increase the world’s understanding of environmental and climate science. We publish over 130 journals related to climate science and the environment, partner with over 60 of the world’s leading scientific and scholarly societies in these disciplines, and, throughout calendar year 2023, published over 25,000 scientific articles addressing topics related to environmental-focused UN SDGs.

Fostering an environment where research and learning content and solutions are created, shared, and accessed inclusively and equitably is central to our mission. We actively promote authorship from diverse communities, invest in business models that enable widespread access to content, partner with industry groups and nonprofit organizations to champion inclusion, and work to build a company culture where everyone can feel like they belong. Our DEI strategy is focused on four strategic pillars that reflect our near-term priorities—fostering an inclusive community, enhancing our foundation, understanding our people, and creating impact through our business.

Our colleague community is one of our greatest strengths. Our success depends on our ability to continue to develop, attract, reward, and retain a diverse population of highly motivated and talented individuals at all levels of our organization. We invest in our colleagues’ development, providing opportunities to participate in learning activities, courses, and programs. We prioritize colleagues’ well-being through our benefits and our focus on creating connections in-person and virtually. We build conditions and opportunities for internal talent mobility, working to provide colleagues with a home at Wiley whatever the vision for their own careers.

We have 10 active, volunteer-led Employee Resource Groups ("ERGs") amplifying our DEI priorities through learning, community engagement, allyship, and advocacy.

We continue to invest in building and promoting inclusive products. Our Trade books program, for example, has doubled the number of diverse authors over the past three years. Similarly, in our Research publishing program, our Research DEI Statement, which is available at https://onlinelibrary.wiley.com/publishing-policies, shares our approach to advancing diversity, equity, and inclusion through our editorial and publication process. We also continue to develop and promote DEI internally with the hire of two new managers. RISE (Research in Support of Equity) online collections, which spotlight research on DEI topics, advance research that has community impact and support citation diversity.

Our corporate philanthropic actions are also anchored in inclusion in research and learning. Wiley has committed to a $250,000 sponsorship to be administered over the course of 5 years to the Greenlight Fund, a national nonprofit with a local focus that partners with communities to create opportunities for inclusive prosperity. Wiley is a proud supporter of The Generations Fund, which is an endowment aimed at providing sustainable funding for Society of Scholarly Publishing's (SSP) key programs, including Fellowship, Mentoring, and Diversity, Equity, Inclusion, and Accessibility initiatives. The goal of the fund is to secure the future of scholarly communications by supporting an inclusive next generation of professionals in the field.

Our commitment to integrity in publishing is the cornerstone of our operations, ensuring trust with stakeholders by working in a way consistent with our values and responsible practices. Our Best Practice Guidelines on Research Integrity and Publishing Ethics, established in 2006 and regularly updated, set the standard for editorial processes across a broad audience, including researchers, societies, librarians, funders, corporations, publishers, and journalists. The latest revision addresses the ethical use of AI, emphasizing productivity and innovation while maintaining safety and ethics.

Our Editor Code of Conduct, introduced in 2024, complements these guidelines, detailing editors’ roles in peer review and editorial strategy. Wiley confronts the industry-wide challenge of research integrity, acknowledging pressures on researchers that may lead to unethical practices like paper mills and peer review rings. In response to increasingly sophisticated integrity threats, Wiley continues to enhance our integrity screening and assurance capabilities.

Technological advancements are integral to Wiley’s strategy, and, in March 2024, we launched a pilot featuring six tools to detect compromised research, including paper mill similarity detection, problematic phrase recognition, unusual publication behavior detection, researcher identity verification, Generative-AI generated content detection, and journal scope checker. Participation in initiatives like the STM Integrity Hub and United2Act, and membership in the Committee on Publication Ethics (COPE), reflect Wiley’s dedication to industry-wide research integrity.

Overall, our approach to ensuring integrity in publishing relies on the continuous evolution of guidelines, effective use of technology and a growing opportunity to leverage responsible artificial intelligence, and collaborative efforts to address challenges in the publishing industry. We remain proactive and committed to safeguarding the integrity of scholarly communication.

For additional details on our ESG initiatives, please refer to our forthcoming FY24 ESG Report, Advancing Sustainability Through Knowledge. This comprehensive report, scheduled for release in August 2024, will provide in-depth insights into our sustainability efforts, community engagement, and corporate responsibility.

Please note that the information contained on or accessible through our website, including the FY24 ESG Report and any EEO-1 reports, is not incorporated by reference into this Proxy Statement or any of our other filings with the SEC or considered to be part of this document.

The Audit Committee operates under a written charter adopted by the Board that outlines its responsibilities and its practices. You can view the charter on the Company’s website: https://www.wiley.com/en-us/corporate-governance. The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board changes to the charter to reflect the evolving role of the Audit Committee.

The Audit Committee is responsible for oversight relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements compliance with legal and regulatory requirements; the independent auditors’ qualifications and independence; the performance of the Company’s internal audit function and the independent auditors; and the Company’s ethical compliance programs. The Audit Committee consists of three members who, in the judgment of the Board, are independent and financially literate, as those terms are defined by the SEC and the listing standards of the NYSE. The Board has determined that Mr. McDaniel and Mr. Singh of the Audit Committee satisfy the financial expertise requirements and have the requisite experience to be designated “audit committee financial experts” as defined by the rules of the SEC.

Management has the primary responsibility for:

The Audit Committee is responsible for the oversight of these processes. In this fiduciary capacity, the Audit 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, 2024.

Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with US generally accepted accounting principles. The Audit 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 ("PCAOB") 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 the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP's ("PwC"), independence from the Company, including the PCAOB, pertaining to the independent auditor's communication with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors their independence.

The Audit Committee also considers whether providing non-audit services is compatible with maintaining the auditor’s independence.

Based upon the review and discussions referred to above, the Audit 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, 2024, as filed with the SEC.

The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2023, on January 30, 2023, the Audit Committee selected and appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024, and dismissed KPMG, LLP ("KPMG") as the Company's independent registered public accounting firm.

The Audit Committee evaluates, at least annually, the independent auditor’s qualifications, performance and independence. The Audit Committee believes that the engagement of PwC as the Company’s independent registered public accounting firm for fiscal year ended April 30, 2025, is in the best interest of the Company and its shareholders, and the Board recommends that shareholders ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for fiscal year 2025.

As the Audit Committee has responsibility for the appointment of our independent registered public accounting firm, your ratification of the appointment of PwC is not required. However, the Audit Committee will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Representatives of PwC are expected to be present at the virtual 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:

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 ended April 30, 2025, 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 following table summarizes the aggregate fees for professional audit services and other services rendered to the Company by PwC for the fiscal year ended April 30, 2024, and KPMG for the fiscal year ended April 30, 2023.

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

Consistent with its charter and applicable SEC rules, the Audit Committee approves all fees paid to, and all services performed by, our independent registered public accounting firm. The Audit Committee has adopted a policy of pre-approving all audit and non-audit services performed by the independent auditors. Pursuant to this policy, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the independent registered public accounting firm during the year. In addition, pursuant to authority delegated by the Audit Committee, the Audit Committee Chair may approve engagements that are outside the scope of the services and fees approved by the Audit Committee, which are later presented to the Audit Committee. For each category of proposed service, the independent registered public accounting firm is required to confirm that the provision of such services does not impair its independence. The Audit Committee approved all services provided by KPMG and PwC.

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 Board values and encourages constructive input from our shareholders regarding the Company’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of our shareholders. 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.

In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2023 annual meeting of shareholders, a majority of shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency.

Compensation for our Named Executive Officers in fiscal year 2024 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in fiscal year 2024 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 2024 compensation packages reflect these guiding principles.

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

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

At our Annual Meeting last year, our shareholders again expressed substantial support for our executive compensation program, with our Say-on-Pay proposal receiving over 98% approval. The Executive Compensation and Development 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.

Our goal in this Compensation Discussion and Analysis (“CD&A”) is to provide an understanding of our executive compensation program and explain how and why the Compensation Committee arrived at the specific compensation decisions involving the NEOs for fiscal year (or "FY") 2024. In a year of transformation, annual incentive funding for Wiley's ongoing businesses is slightly above the target level for the executive officers and all broad-based incentive participants, reflecting focus and optimization efforts. Long-term incentives payable this year are below target, reflecting challenges from prior years in the performance period. Our leadership team is driving to position Wiley as a market leader in Research and Learning, delivering greater impact and unlocking more value for all our stakeholders.

The table below reflects some compensation highlights from fiscal year 2024, including a summary of our pay mix, performance outcomes and pay delivery, and changes made to our long-term and annual incentive programs.

The Compensation 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 charts below depict the mix of annualized target pay for our CEO, our Former CEO, and the other NEOs for the 2024 performance year, including annualized base salaries, target cash and equity incentive award opportunities, and premium stock options granted for fiscal year 2024.

The Compensation Committee is primarily responsible for administering the Company’s executive compensation program. The Compensation Committee reviews and approves all elements of the executive compensation program that cover the NEOs. In fulfilling its responsibilities, the Compensation Committee is assisted by its independent compensation consultant, FW Cook, and takes into account recommendations from the CEO. The primary roles of each party are summarized below.

The Compensation Committee relies on various sources of compensation information to ascertain the competitive market for our executive officers, including the NEOs.

To assess the competitiveness of our executive compensation program, we review compensation data from our peer group’s proxy materials as well as external survey data. As part of this process, we measure target pay levels within each compensation component and in the aggregate. We also review the mix of our fixed versus variable compensation. This information is then presented to the Compensation Committee for its review and use.

Generally, differences in the levels of total direct compensation among the NEOs are primarily driven by differences in the competitive market pay ranges reflecting scope of responsibilities, an established track record of performance in current and prior roles, and considerations of internal equity.

The Compensation Committee utilizes a peer group to evaluate whether executive officer pay levels are aligned with Company performance on a relative basis. The Compensation Committee primarily identifies companies that are of comparable size (based on revenue and market capitalization) and are within the same general industry. Following are the peer companies for fiscal year 2024, which were used to review and set compensation for the NEOs.

Houghton-Mifflin Harcourt and Meredith Corp. were removed from the prior year list of peer companies due to acquisitions. Wolters Kluwer was added.

For setting fiscal year 2024 target compensation, 2022 aged external survey data was used, leveraging data cuts relevant to the Company’s and business unit’s revenue size, as applicable. In benchmarking compensation levels against the survey data, the Compensation Committee considers only aggregated survey data for each compensation component. Third-party surveys used were the technology cut of Equilar's Executive Compensation Survey and Willis Towers Watson’s General Industry Survey.

Competitive base salaries allow the Company to attract and retain executive talent. The Compensation Committee annually reviews the salaries of our NEOs, but annual salary increases are not automatic or guaranteed. Base salaries are adjusted as necessary (and considering the Company’s salary increase budget) to ensure appropriate pay positioning relative to market.

We provide annual cash incentives to our NEOs under the Executive Annual Incentive Plan (“EAIP”). Fiscal year 2024 target incentive percentages for the NEOs remained unchanged from prior year. Awards granted under the EAIP are designed to drive Company, business and personal performance for the fiscal year. The design of our EAIP aligns with our broad-based annual incentive program.

Annual incentives are funded at the Company level and awarded based on personal performance. The graphic below illustrates how the plan operates.

Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The fiscal year 2024 performance metrics, which make up the Company funding of the annual incentive awards are Company adjusted revenue and adjusted operating income, equally weighted. The businesses held for sale or sold during the fiscal year were excluded from the incentive calculation. For the NEOs and other Executive Leadership Team members, a third metric including Business Transformation Objectives was used with a weight of 20% of the annual incentive.

Funding for adjusted revenue and the Business Transformation Objectives may range between 50% and 150% of target. For fiscal year 2024, in a rebuild year, the funding range for adjusted operating income was moderated to 25% for threshold performance up to a maximum of 125%, with minimum funding of 25% if the Company achieves 95% of its adjusted operating income target. The personal performance modifier ranged from 0% up to 200%.

As noted previously, Fiscal Year 2024 was a transition year for Wiley as the Company divested non-core businesses, restructured and realigned the organization, and recorded multiple non-cash impairments. The Fiscal Year 2024 incentives reflect this activity. Adjusted revenue and adjusted operating income targets exclude the businesses held for sale or sold during the fiscal year, so they are comparatively lower than prior year targets and actual results.

Annual incentives were funded at 107% of target, reflecting achievement of adjusted revenue at 99% of target, adjusted operating income above the outstanding performance level, and aggregate achievement of the Business Transformation Objectives at 107% of target. Percentage funded for each metric is calculated based on a continuum of performance between threshold and outstanding, multiplied by the weighting of that metric.

The Compensation Committee evaluates personal performance based on the individual’s contribution to Wiley's strategic business objective of delivering high-impact knowledge and knowledge solutions that help the world tackle its most important challenges. For fiscal year 2024, these objectives included:

In addition, we are continuing to focus on ESG progress, including:

For fiscal year 2024, we granted our NEOs (except the Former CEO) a mix of 60% PSUs and 40% RSUs under the ELTIP. 100% of the Former CEO's long-term incentive for fiscal year 2024 was planned to be delivered as PSUs, but his separation date occurred before the fiscal year 2024 PSUs were granted. Grant values for fiscal year 2024 were converted to RSUs using a ten-day average closing stock price as of June 23, 2023, and target PSUs using a ten-day average closing stock price as of November 2, 2023. PSUs reward the achievement of critical operating performance objectives that we believe will translate to strong shareholder returns over the long-term. Our RSUs support retention and the value of both the PSUs and RSUs are dependent on the market value of our common stock.

Our PSU design for fiscal year 2024 returned to a more market driven approach of setting cumulative financial targets for revenue and adjusted EBITDA at the beginning of the three-year cycle, following three cycles that used annual financial goals. The PSUs granted to the NEOs for this cycle (the “FY24-26 PSUs”) are reflected in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards as of April 30, 2024, our fiscal year end.

As noted previously, for the past three cycles, annual goals were used, reflecting challenges in setting long-term performance goals in volatile markets. For the FY22-24 and FY23-25 cycles, financial targets for adjusted revenue and adjusted EBITDA, equally weighted, are set at the beginning of each year in the cycle, with a payout in June 2024 for the FY22-24 cycle, and June 2025 for the FY23-25 cycle, based on the average achievement of the financial goals for the three years of each cycle, as illustrated below.

As required by SEC disclosure rules, the PSUs granted to the NEOs for the FY22-24 and FY23-25 cycles (the “FY24 PSUs for the FY22-24 Cycle” and the “FY24 PSUs for the FY23-25 Cycle”) shown later in the Proxy Statement in the Summary Compensation Table, the Grants of Plan-Based Awards, and the Outstanding Equity Awards at fiscal year end, reflect one-third of the full award value for those cycles. For the FY22-24 cycle, the other thirds were granted in fiscal years 2022 and 2023, when annual financial targets were set for those years. For the FY23-25 cycle, one-third was granted in fiscal year 2023 and the remaining third of the original award will be granted in fiscal year 2025, once annual financial targets are set for that year. For each NEO, the full values of the PSUs for the FY22-24 and FY23-25 cycles, and individual target numbers of shares by year of the cycle are shown in the following tables.

As noted previously, fiscal year 2024 was a transition year for Wiley as the Company divested non-core businesses, restructured and realigned the organization, and recorded multiple non-cash impairments. The fiscal year 2024 incentives reflect this activity. Adjusted revenue and adjusted EBITDA targets exclude the businesses held for sale or sold during the fiscal year, so they are comparatively lower than prior year targets and actual results.

Based on achievement of adjusted revenue at 99% of target, and adjusted EBITDA between the target and outstanding levels, on a payout continuum between 0-200%, achievement for year two of the FY23-25 PSU cycle and year three of the FY22-24 PSU cycle was 121%. Percentage earned for each metric is calculated based on a continuum of performance between threshold and outstanding, multiplied by the weighting of that metric. As noted previously, adjusted revenue and adjusted EBITDA targets exclude the businesses held for sale or sold during the fiscal year, so are lower than prior year targets and actual results.

Based on annual performance against financial goals for each year of the FY22-24 cycle (with financial performance for fiscal years 2022 and 2023 reflected in the 2022 and 2023 Proxy Statements, respectively), PSUs were earned at 91% for fiscal year 2022, 43% for fiscal year 2023 and 121% for fiscal year 2024, or 85% in aggregate, as reflected in the table below. Given the decline in our common stock price over the performance period, realized payout value for leaders was approximately 56% of the target grant value.

RSUs, representing 40% of our NEOs’ long-term incentive value under the ELTIP, vest 25% per year on April 30th, beginning one year after grant. Unvested RSUs are forfeited upon a termination of employment except in cases of death, permanent disability, or upon a Change in Control of the Company if the award is not assumed or replaced by the acquiring entity, where RSUs immediately vest.

To reward and retain leaders for the significant effort involved in executing our value creation plan, including asset divestitures, restructuring and optimization to support the more focused strategy and improve efficiency, the Compensation Committee approved a grant of 20,000 Premium Stock Options for each of the NEOs, representing a one-time award beyond their fiscal year 2024 stock grants under the ELTIP. The options were granted at a strike price of $35, more than 10% above the closing stock price on the date of grant, have a ten-year term and vest 10%/20%/30%/40% over four years, on April 30, 2024, through 2027. Unvested options are forfeited upon a termination of employment except in cases of death, permanent disability, or upon a Change in Control of the Company if the award is not assumed or replaced by the acquiring entity, where options immediately vest. Vested options may be exercised for up to 90 days following a no-fault termination and are immediately cancelled upon termination for cause.