JOHN WILEY & SONS, INC.
For the period ended Apr 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Aug 13, 2026
WLYB$50.82-2.4%Stored close · as of Nov 3, 2026
Contents
Proxy Statement Summary
| Proxy Statement Summary | |
| Matters to be voted on at our 2026 Annual Meeting of ShareholdersShareholders of John Wiley & Sons, Inc. ("the Company" or "Wiley") will be asked to vote on the following matters at the Annual Meeting. 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. | This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement carefully before you vote. |
| Proposal | Description | Board’sRecommendation | Page |
|---|---|---|---|
| 1 | Election of 9 Director Nominees | FOReach Nominee | 9 |
| 2 | Ratification of the appointment by the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2027 (Ratification Proposal) | FOR | 49 |
| 3 | Approve, on an advisory basis, the compensation of our named executive officers (Say-On-Pay Proposal) | FOR | 51 |
Ways to Vote
Your vote is important
Please vote as promptly as possible by using any of the following methods, as applicable:
| Internet | Scan | Phone | |
|---|---|---|---|
| Locate the 16-digit control number included in your proxy card, voting instruction form or notice in order to access the website indicated. | Your proxy card, voting instruction form or notice may also include a QR code for voting by your mobile phone. | You may submit your proxy by touch-tone telephone by dialing the number indicated on your proxy card or voting instruction form. You will need the 16-digit control number shown on your proxy card or voting instruction form. | Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope provided. |
| 4 | FY26 PROXY STATEMENT |
Our Corporate Governance Practices
Wiley is committed to strong corporate governance practices that serve the best interests of our
shareholders and other key stakeholders. A majority independent Board, fully independent standing
Committees, and robust oversight policies provide the foundation for strategic and operational
accountability. The Board actively oversees strategy, executive succession, risk, financial controls,
compliance, culture, and corporate impact and sustainability, and regularly evaluates its own performance.
Our Key Governance Practices
| Independence | •Other than the Chair/CEO, all directors are independent•100% independent Audit, Compensation and Governance Committees•Regular executive sessions of non-management directors, of independent directors chaired by independent chairs•Director access to internal and external expert advisors•Separate Board Chair and CEO roles•Annual election of all Board directors•Appropriate director compensation aligned with shareholder interests |
|---|---|
| Best Practices | •Comprehensive Board succession outlook and planning process•Focus and commitment to actively seek out highly qualified candidates, including women and candidates with varied backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen•Annual Board and Committee self-evaluations; periodic individual director evaluations •Continual review of Board composition, considering skills, experience and attributes of existing directors, individually and as a group•Regular Board refreshment; balanced tenure mix•Comprehensive director orientation and ongoing director education program |
| Risk Management | •Active Board and committee oversight of strategy, risk management, Environmental, Social & Governance ("ESG"), and human capital•Board oversight of cybersecurity risks, policies, controls and procedures•Prohibit pledging, hedging, short sales, and derivative transactions of Company stock•Stringent clawback policy•No related party transactions |
| Accountability | •Global Code of Conduct; annual certification for all directors and colleagues•Strong director meeting attendance •Monitoring of outside board service•Comprehensive senior management succession planning•Rigorous stock ownership requirements•ECDC oversight of talent development, inclusion and belonging, and corporate culture•Periodic review of emergency and non-emergency CEO succession |
| FY26 PROXY STATEMENT | 5 |
Director Nominee Highlights
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.
| Name and Title · Director Since · Independent · Age | ||
|---|---|---|
| Matthew S. KissnerPresident & Chief Executive OfficerJohn Wiley & Sons, Inc. | 2023 | 72 |
| Jesse C. WileyBoard ChairJohn Wiley & Sons, Inc. | 2012 | 56 |
| Katya D. AndresenChief Digital and Analytics OfficerThe Cigna Group | 2025 | 58 |
| David C. DobsonChief Executive Officer and ChairmanEpiq Global | 2017 | 64 |
| Brian O. HemphillPresidentOld Dominion University | 2022 | 56 |
| Karen N. MaddenSr. Vice President and Chief Technology OfficerMilliporeSigma | 2025 | 57 |
| Raymond W. McDaniel, Jr.Former Non-Executive Chairman, President and Chief Executive OfficerMoody’s Corporation | 2005 | 68 |
| William J. PesceRetired President and Chief Executive OfficerJohn Wiley & Sons, Inc. | 1998 | 75 |
| Inder M. SinghChief Financial Officer and Chief Operating OfficerIonQ Quantum | 2021 | 67 |
| *Mr. Kissner served as a director from 2003 through 2019. He was appointed as a director again in October 2023 when he was appointed as interim CEO. | ||
78%
Independent
9 years
Average tenure
| 6 | FY26 PROXY STATEMENT |
Director Skills and Experience
Each of the Board's Director nominees possesses core competencies that contribute to their service on
the Board. In addition to those qualifications, our Director nominees collectively possess skill sets that are
directly relevant to the Company's business and strategic objectives. The following table displays the key
skill areas of each Director nominee that they have gained through a board seat or leadership roles.
Indicates a top skill as identified by the Director nominee.
| Kissner | Wiley | Andresen | Dobson | Hemphill | Madden | McDaniel | Pesce | Singh |
| Public Company Areas of Experience | ||||||||
|---|---|---|---|---|---|---|---|---|
| Accounting/Finance Experience managing a company’s financial health, including budgeting, forecasting, accounting and/or financial reporting, leveraging technology to improve a company’s financial systems and controls, the ability to prepare and understand fundamental financial statements, and/or serving as an audit committee member of a publicly traded company. | ||||||||
| Corporate Governance Service on the boards and board committees of other public companies or large private companies, including an understanding of corporate governance practices and trends, insights into board management, relations between the board, the CEO, and senior management, applicable regulations, institutional investors, and succession planning or an executive position responsible for board relations. | ||||||||
| Leadership/C-Suite Executive leadership and management experience leading an organization or business unit, engaging directly with stakeholders, including customers, employees and investors, developing culture, driving change and operating in complex environments such as medium to large corporations or organizations. | ||||||||
| Talent, Culture and Organizational Impact Oversight responsibility or experience leading or overseeing an HR function, including leadership development, CEO succession, talent development and retention, inclusion and belonging, compensation plans, performance management, the future of work and culture development. | ||||||||
| Mergers and Acquisitions Oversight responsibility or experience in a leadership role directly involved in mergers, acquisitions, divestitures, and partnerships, including due diligence, integration and divestment. | ||||||||
| Strategic Development Oversight responsibility or experience leading and/or actively participating in the development and execution of strategic plans including managing and mitigating risks through enterprise risk management implementation, operationalizing and monitoring KPI’s and leading indicators, and steering organizations through periods of significant strategic change, including adapting long-term plans in response to shifting market conditions, competitive disruption, and evolving stakeholder expectations. | ||||||||
| Technology Oversight responsibility or experience developing/implementing technology solutions and systems, managing the development of software products and data services, SaaS, and/or analytics, including use of Artificial Intelligence ("AI"), and/or a strong understanding of emerging technologies and trends, and/or overseeing cybersecurity programs, including threat detection, data protection, and regulatory compliance. | ||||||||
| FY26 PROXY STATEMENT | 7 |
| Kissner | Wiley | Andresen | Dobson | Hemphill | Madden | McDaniel | Pesce | Singh |
| Strategic Areas of Experience | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sales and Go-To-Market Oversight responsibility or experience leading customer-facing teams including sales, business partner and development, developing pipelines and relationships that build brand value, leading market development strategies and plans, expanding sales in existing and new markets, customer service and account management, including B2C and B2B. | ||||||||
| Digital Marketing/E-Commerce Oversight responsibility or experience in a leadership role with responsibility for marketing, including the latest digital tools and channels, customer experience and data, user experience, and/or eCommerce, including B2C and B2B. | ||||||||
| Digital Product Management Oversight responsibility or experience in a leadership role with responsibility for digital product management, innovating customer centric software platforms and digital experiences, especially in information services, life sciences, or media industries that leverage customer and content data, including IP rights and management. | ||||||||
| Data & Information Services and Analytics Oversight responsibility or experience in a leadership role with responsibility for building, scaling, and/or designing new business and economic models, including platform, ecosystem, data-as-a-service, or subscription-based models, and/or monetizing data assets, including the use of analytics, AI/ML, and data infrastructure to generate customer and market insights, drive decision-making, and create competitive advantages. | ||||||||
| International Experience Oversight responsibility or experience leading a division/business unit of a multinational corporation in countries such as China, India and Western Europe. | ||||||||
| Innovation/Transformation Oversight responsibility or significant experience leading strategic transformation or managing change and disruption by driving innovation in an organization needing to evolve with customers, leveraging new tools and technologies, like GenAI, and new business models. | ||||||||
| Academic or Corporate R&D Leadership Oversight responsibility or senior leadership of an academic, government or research funded institution, or a corporate R&D unit or company, or experience leading research, development and innovation initiatives, including R&D investment, intellectual property, and commercialization. Senior management or leadership of an R1 institution, ideally active in STEM fields. | ||||||||
In FY2026, the Board added Data and Information Services and Analytics as a new skill area in its annual assessment, reflecting Wiley's expanding data monetization, AI/ML, and platform business strategy. This skill encompasses experience building subscription-based and data-as-a-service models, monetizing data assets, and leveraging AI and analytics for competitive advantage - capabilities central to Wiley's corporate market growth.
| 8 | FY26 PROXY STATEMENT |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.