JOHN WILEY & SONS, INC., DEF 14A filed on 8/14/2025
Proxy Statement (definitive)
v3.25.2
Cover
 12 Months Ended
Apr. 30, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name JOHN WILEY & SONS, INC.
Entity Central Index Key 0000107140
v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Apr. 30, 2025
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
(a)
Summary
Compensation
Table Total for
PEO1,2,3($000)
(b)
Compensation
Actually Paid to
PEO1,2,3 ($000)
(c)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs1
(d)
Average
Compensation
Actually Paid
to Non-PEO
NEOs1,4,5
(e)
Value of Initial Fixed
$100 Investment
based on:4
Net Income
(GAAP)
($ Millions)7
(h)
Adjusted
Revenue
($ Millions)8
(i)
TSR ($)
(f)
Peer Group
TSR ($) (g)
PEO2
PEO3
PEO2
PEO3
2025
$5,548.3
$5,723.3
$2,150.5
$1,478.6
$137.1
$205.4
$84.2
$1,660
2024
$3,357.7
$4,495.6
$3,768.4
$1,482.8
$2,551.0
$2,882.3
$114.3
$173.8
-$200.3
$1,606
2023
$4,376.6
$1,792.2
$1,597.7
$858.2
$112.7
$140.1
$17.2
$2,080
2022
$4,948.2
$3,889.3
$2,726.6
$2,279.7
$143.7
$148.1
$148.3
$2,069
2021
$7,339.2
$10,720.7
$2,706.9
$3,481.8
$156.8
$166.6
$148.3
$1,914
        
Company Selected Measure Name Adjusted Revenue        
Named Executive Officers, Footnote Matthew S. Kissner and Brian A. Napack were our PEOs
during fiscal year 2024.  Mr. Napack was our PEO for fiscal years 2023, 2022 and 2021. The individuals comprising
the non-PEO NEOs for each year presented are listed below.
2025
2024
2023
2022
2021
Christopher F. Caridi
Christina Van Tassell
Christina Van Tassell
John A. Kritzmacher
John A. Kritzmacher
Christina Van Tassell
James J. Flynn II
Aref Matin
Christina Van Tassell
Todd R. Zipper
James J. Flynn II
Aref Matin
Todd R. Zipper
Aref Matin
Matthew S. Kissner
Aref Matin
Danielle McMahan
James J. Flynn II
Todd R. Zipper
Judy K. Verses
Danielle McMahan
Matthew H. Leavy
Deirdre P. Silver
2.Information reflected for fiscal year 2024 is for PEO Matthew S. Kissner, who was appointed as interim CEO during
fiscal year 2024.
3.Information reflected  for fiscal year 2024 is for PEO Brian A. Napack, who departed as CEO during fiscal year 2024.
        
Peer Group Issuers, Footnote TSR 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 Dow Jones Publishing Index used in the 10-K performance graph
pursuant to Item 201(e) of Regulation S-K, for the period from April 30, 2021, to April 30, 2025.  Cumulative total
return assumes $100 invested on April 30, 2020, and reinvestment of dividends throughout the period.
        
PEO Total Compensation Amount $ 5,548,300   $ 4,376,600 $ 4,948,200 $ 7,339,200
PEO Actually Paid Compensation Amount $ 5,723,300   1,792,200 3,889,300 10,720,700
Adjustment To PEO Compensation, Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the average
of the non-PEO NEOs as set forth in the table directly below. Equity values are calculated in accordance with FASB
ASC Topic 718.
        
Non-PEO NEO Average Total Compensation Amount $ 2,150,500 $ 2,551,000 1,597,700 2,726,600 2,706,900
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,478,600 2,882,300 858,200 2,279,700 3,481,800
Adjustment to Non-PEO NEO Compensation Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the average
of the non-PEO NEOs as set forth in the table directly below. Equity values are calculated in accordance with FASB
ASC Topic 718.
        
Compensation Actually Paid vs. Total Shareholder Return Relationship between CAP and TSR.
The graph below illustrates the relationship between our TSR and the Dow Jones Publishing Index TSR, as well as
the relationship between CAP and our TSR for the PEO and the average of the non-PEO NEOs for the applicable
reporting year.
3701
        
Compensation Actually Paid vs. Net Income Relationship between CAP and GAAP Net Income.
The graph below illustrates the relationship between CAP and Net Income for the PEO and the average of the
non-PEO NEOs for the applicable reporting year.
3906
        
Compensation Actually Paid vs. Company Selected Measure Relationship between CAP and Adjusted Revenue.
The graph below illustrates the relationship between CAP and Adjusted Revenue for the PEO and the average of
the non-PEO NEOs  for the applicable reporting year.
4119
        
Total Shareholder Return Vs Peer Group Relationship between CAP and TSR.
The graph below illustrates the relationship between our TSR and the Dow Jones Publishing Index TSR, as well as
the relationship between CAP and our TSR for the PEO and the average of the non-PEO NEOs for the applicable
reporting year.
3701
        
Tabular List, Table Adjusted Revenue
■Adjusted Operating Income
■Adjusted EBITDA
        
Total Shareholder Return Amount $ 137.1 114.3 112.7 143.7 156.8
Peer Group Total Shareholder Return Amount 205.4 173.8 140.1 148.1 166.6
Net Income (Loss) $ 84,200,000 $ (200,300,000) $ 17,200,000 $ 148,300,000 $ 148,300,000
Company Selected Measure Amount 1,660,000,000 1,606,000,000 2,080,000,000 2,069,000,000 1,914,000,000
PEO Name Matthew S. Kissner        
Additional 402(v) Disclosure The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of
Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and
other non-PEO NEOs.  These amounts reflect the Summary Compensation Table Total with certain adjustments as
described in footnote 5 below.
5.GAAP Net Income in Fiscal Year 2025:  The Company completed the planned divestitures of non-core businesses,
and incurred restructuring charges.  Our GAAP results for FY25 reflect this activity.  In FY25, the Company recorded
net losses on the sale of businesses, assets, and impairment charges totaling $23 million, and restructuring charges
totaling $26 million. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Revenue        
Non-GAAP Measure Description Our Company-selected measure is Adjusted Revenue, included as a financial measure in both our annual incentive
plan and our long-term incentive plan.  Revenue is adjusted to exclude the effects of foreign exchange and
contributions from acquisitions made during the year in accordance with the adjustment mechanics approved at
the beginning of the performance period.  For fiscal year 2024 and 2025, Adjusted Revenue excludes businesses
held for sale or sold during the fiscal year. 		       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Matthew S. Kissner [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 3,357,700      
PEO Actually Paid Compensation Amount $ 5,723,300 3,768,400      
Brian A. Napack [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   4,495,600      
PEO Actually Paid Compensation Amount   1,482,800      
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,171,300)   $ (2,688,500) $ (2,271,400) $ (4,039,400)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,670,000   1,340,600 1,608,300 4,891,700
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 333,100   (1,168,800) (656,500) 1,692,700
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 296,700   296,900 316,500 479,700
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 46,600   (364,600) (55,800) 356,700
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0   0 0 0
PEO | Matthew S. Kissner [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (1,821,800)      
PEO | Matthew S. Kissner [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   2,104,000      
PEO | Matthew S. Kissner [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Matthew S. Kissner [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   188,100      
PEO | Matthew S. Kissner [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (59,600)      
PEO | Matthew S. Kissner [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Brian A. Napack [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (2,113,200)      
PEO | Brian A. Napack [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   1,345,700      
PEO | Brian A. Napack [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (10,200)      
PEO | Brian A. Napack [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Brian A. Napack [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (253,500)      
PEO | Brian A. Napack [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (1,981,700)      
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,172,400) (1,392,300) (755,900) (1,138,000) (1,144,600)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 623,500 1,671,500 376,900 745,500 1,376,500
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 158,500 (1,300) (347,200) (135,200) (135,200)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 55,500 109,800 83,500 182,100 145,900
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 55,100 (56,300) (96,900) 9,900 69,700
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (392,100) $ 0 $ 0 $ (111,100) $ 0
v3.25.2
Award Timing Disclosure
 12 Months Ended
Apr. 30, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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.
Award Timing Method Accordingly, annual equity awards are typically granted to our NEOs at the first Compensation Committee meeting of the fiscal year.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
 12 Months Ended
Apr. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true