Brian Hemphill
About Brian O. Hemphill
Brian O. Hemphill (age 55) is an independent director of John Wiley & Sons, Inc. (WLY) since 2022 and serves as Chair of the Governance Committee and a member of the Executive Committee. He is President of Old Dominion University (ODU) since 2021 and previously served as President of Radford University (2016–2021), bringing deep academic leadership relevant to Wiley’s core research and learning markets. The Board affirmed his independence under NYSE rules; in FY2025, no director attended fewer than 75% of Board and applicable Committee meetings. As Governance Chair, he acts as liaison between the Board Chair and independent directors.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Old Dominion University (ODU) | President (9th president) | 2021–present | Executive leadership of a major academic institution; service on various boards/commissions in role as President. |
| Radford University | President (7th president) | 2016–2021 | Led university operations and strategy. |
| University of Arkansas–Fayetteville | Senior role | Not disclosed | Earlier career leadership in higher education administration. |
| Northern Illinois University | Senior role | Not disclosed | Earlier career leadership in higher education administration. |
| West Virginia State University | Senior role | Not disclosed | Earlier career leadership in higher education administration. |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Jefferson Science Associates, LLC | Board member | Current | Governing body of a major research facility; provides R&D oversight perspective. |
| Preston Hollow Community Capital | Board member | Current | Finance company board; risk/finance oversight exposure. |
| Greater Norfolk Corporation | Board member | Current | Regional economic development body. |
| Hampton Roads Maritime Collaborative for Growth & Innovation | Board member | Current | Regional innovation and growth initiatives. |
| Hampton Roads Biomedical Research Consortium | Board member | Current | Biomedical research governance exposure. |
| Hampton Roads Chamber of Commerce | Board member | Current | Regional business community engagement. |
| ODU Boards (Educational Foundation; Research Foundation; Athletic Foundation; Real Estate) | Trustee/Board member | Current | Multiple fiduciary roles tied to university assets and research activities. |
| Sunbelt Conference | Board/Commission role | Current | Intercollegiate athletics governance exposure. |
| American Association of State Colleges and Universities (AASCU) | Former director | 2023 | National higher-ed association governance experience. |
| Carilion New River Valley Medical Center | Former director | 2021 | Healthcare governance exposure. |
| Genedge | Former director | 2022 | Manufacturing/engineering support entity governance. |
| Roanoke Higher Education Center | Former director | 2021 | Regional higher education collaboration. |
| Southwest Virginia Higher Education Center | Former director | 2021 | Regional higher education collaboration. |
| Lebron James Family Foundation I Promise Institute Bureau | Former director | 2023 | Education-focused philanthropic initiative. |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Governance Committee (Chair); Executive Committee (member). |
| Independence | Board determined Hemphill is independent; all members of Audit, Compensation, and Governance committees are independent. |
| Attendance | FY2025: Board held 6 meetings; committees held 22; no incumbent director attended fewer than 75% of applicable meetings; all directors attended 2024 Annual Meeting. |
| Executive sessions | Non-management executive sessions at each regularly scheduled Board meeting; independent-only executive sessions held periodically. |
| Liaison role | Governance Chair (Hemphill) serves as liaison between the Board Chair and independent directors. |
| Outside board service oversight | Governance Committee pre-approves directors joining other boards to avoid conflicts; reviews continued service after material occupational changes. |
| Controlled company posture | Although WLY qualifies as a “controlled company,” the Board chooses to abide by all NYSE governance rules. |
Fixed Compensation
| FY2025 Director Compensation (Hemphill) | Amount (USD) |
|---|---|
| Cash Fee | $96,250 |
| Chair Fee | $8,750 |
| Stock Awards (annual RSU grant fair value) | $130,000 |
| All Other Compensation (primarily dividend equivalents; matching gifts) | $13,558 |
| Total | $248,558 |
| FY2025 Non-Management Director Program Components | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly; no meeting fees. |
| Committee chair retainers | Audit: $30,000; Compensation: $20,000; Governance: $17,500 | Paid annually. |
| Non-chair committee member retainers | Audit: $15,000; Compensation: $10,000; Governance: $8,750 | Paid annually. |
| Annual equity award (restricted Class A common stock) | $130,000 | Shares based on NYSE close at the Annual Meeting date; vest earlier of next Annual Meeting, death/disability, or change-in-control. |
| Meeting fees | None | No fees for Board meeting attendance. |
| Deferred Compensation Plan | Available | Cash/equity deferrals into investment funds and/or deferred share units (DSUs). |
| Program changes in FY2025 | None | No changes made to director compensation program in FY2025. |
Note: Hemphill is listed as Governance Committee Chair; the standard chair retainer is $17,500, but his FY2025 chair fee shows $8,750 (consistent with non-chair Governance member retainer). This likely reflects timing/structural changes adopted in September 2024, but the proxy does not provide a specific explanation. Monitor for alignment in subsequent periods.
Performance Compensation
| Award type | Performance contingent? | Vesting/terms |
|---|---|---|
| Annual director RSU grant | No | Time-based vesting per Omnibus Stock Plan; earliest of next Annual Meeting, death/disability, or change-in-control. |
| Stock options | Not granted to directors | None outstanding. |
| Cash bonus | Not applicable for directors | Directors receive retainers; no performance cash bonus disclosed. |
Other Directorships & Interlocks
- Independence affirmed; no related party transactions were entered into during FY2025 under SEC thresholds.
- Governance Committee pre-approves outside board service to mitigate conflicts; Board monitors outside service levels.
- Insider Trading Policy prohibits hedging and pledging; mandatory pre-clearance and limited trading windows apply.
Expertise & Qualifications
- Hemphill brings extensive executive leadership in academia with direct insight into university and research institution needs, funding dynamics, and digital transformation challenges in education—aligned with Wiley’s core customers.
- Board skills matrix identifies directors’ competencies in governance, risk management, technology, talent strategy, and R&D leadership across the Board slate; Hemphill’s profile is positioned as academic/R&D leadership and governance-oriented.
Equity Ownership
| Ownership metric | Value |
|---|---|
| Outstanding deferred stock equivalents (DSUs) as of Apr 30, 2025 | 10,505 units |
| Annual restricted stock award (granted Sep 28, 2024; 2,758 shares at $47.13) | $130,000 fair value; 2,758 shares |
| Stock options outstanding | 0 |
| Dividend equivalents accrued (FY2025) | $13,558 |
| Director stock ownership guidelines | 5× annual cash compensation; 5-year accumulation period from first election; all non-management directors met or are within accumulation period as of Apr 30, 2025. |
| Hedging/pledging policy | Prohibited; limited trading windows with pre-clearance; blackout periods apply. |
| Deferral program participation | Directors may defer cash and/or stock awards into investment funds and/or DSUs; dividends paid as additional DSUs. |
Governance Assessment
- Committee leadership: Hemphill chairs Governance (8 meetings in FY2025) and serves on the Executive Committee, positioning him at the center of board refreshment, succession, ESG oversight, director compensation, and board effectiveness assessments—material to investor confidence in governance quality.
- Independence and process controls: WLY follows full NYSE governance standards despite controlled company status; stringent clawback policies for executives, robust director ownership guidelines, and prohibitions on hedging/pledging reduce misalignment risk.
- Attendance and engagement: No director fell below the 75% attendance threshold; Board and committees conduct annual self-evaluations with periodic third-party facilitation, and regular executive sessions of non-management and independent directors.
- Compensation alignment: Director pay emphasizes equity via annual RSU grants; no meeting fees; FW Cook benchmarks director pay against peers; no FY2025 program changes.
- RED FLAGS / points to monitor: Compensation table shows Hemphill’s FY2025 chair fee at $8,750 despite Governance chair retainer policy of $17,500—likely timing/structure effects from September 2024 committee realignment; monitor disclosure in future periods for consistency.
- Shareholder sentiment: Say‑on‑pay for NEOs received over 99% approval at the prior annual meeting, signaling broad investor support for compensation governance.