David Dobson
About David C. Dobson
David C. Dobson (age 63) has served as an independent director of John Wiley & Sons, Inc. (WLY) since 2017. He is a technology-focused operator and board leader with 30+ years of experience, currently CEO and a director of Epiq (since 2019); prior roles include CEO of Digital River (2013–2018; Vice Chair until 2019), EVP & Group Executive at CA Technologies (2010–2012), and President of Pitney Bowes Management Services (2009–2010) . The Board has determined he is independent (all directors except the CEO and the non-executive Chair are independent) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Epiq | Chief Executive Officer; Director | 2019–Present | Leads global legal/business services; technology transformation credentials |
| Digital River | Chief Executive Officer; Vice Chair of the Board | CEO 2013–2018; Vice Chair until 2019 | Platform and services transformation leadership |
| CA Technologies | EVP & Group Executive, Global Lines of Business | 2010–2012 | Senior P&L and product leadership |
| Pitney Bowes Management Services (PBMS) | President | 2009–2010 | Operations leadership in business services |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Epiq | Director | Current (since 2019) | CEO/director of global legal and business services firm |
| Versapay | Director | Former (2020) | Former public-company directorship within last five years |
Board Governance
- Current WLY committee assignments: Executive Compensation & Development Committee (member); Governance Committee (member) .
- Committee activity FY2025: Compensation Committee met 6x; Governance Committee met 8x, indicating substantive oversight load .
- Independence and structure: WLY is a controlled company but voluntarily complies with NYSE rules; 8 of 10 directors are independent; all Compensation and Governance Committee members are independent .
- Attendance: No incumbent director attended fewer than 75% of Board and applicable committee meetings in FY2025; all directors attended the 2024 AGM .
- Board refresh/tech oversight: Digital Product & Technology Committee retired in Sept 2024 with responsibilities redistributed to standing committees and the full Board, increasing focus capacity for technology oversight .
Fixed Compensation
| Component (FY2025) | Dobson Amount | Notes |
|---|---|---|
| Annual cash retainer | Included in “Cash Fee” | Non-management directors receive $85,000 annual cash retainer |
| Committee retainers | Included in “Cash Fee” | Non-chair members: Compensation $10,000; Governance $8,750 |
| Cash Fee (reported) | $101,875 | Actual cash fees earned/paid (subject to deferral election) |
| Chair Fee | — | Not a chair |
| All Other Compensation | $36,305 | Cash value of dividends on deferred stock/units and matching gifts where applicable (Dobson: dividends) |
| Total (cash + other) | $138,180 | Sum of Cash Fee + All Other Compensation |
| Director equity (grant-date value) | $130,000 | Annual restricted stock award equal to $130,000 for independent directors |
| Total FY2025 Director Comp | $268,180 | Reported total for Dobson |
| Deferral election | 100% of cash deferred | Elected to defer 100% of cash comp under Director Deferred Plan |
Program design notes:
- No meeting fees; emphasis on equity; benchmarking via independent consultant FW Cook; robust director ownership guidelines .
- Retainers paid quarterly; Chair of the Board receives cash in lieu of equity (family member), other directors receive equity .
Performance Compensation
| Vehicle | Grant/Terms | Metric Linkage | Vesting / Other |
|---|---|---|---|
| Restricted Class A Stock (or DSUs if deferred) | FY2025 annual award valued at $130,000; on Sept 28, 2024 each then-sitting non-management director (excl. Chair) received 2,758 shares at $47.13 | None (time-based) | Vests at earliest of the day before next Annual Meeting, death/disability, or Change in Control; directors may defer awards as DSUs; dividend equivalents accrue in deferred accounts |
| Stock Options | None | N/A | No options are granted to directors |
No performance metrics (e.g., revenue/EBITDA/TSR) apply to director pay; equity is time-based to align long-term interests .
Other Directorships & Interlocks
- Current public company or notable boards: Epiq (CEO/director). Former: Versapay (2020) .
- Interlocks/conflicts: Governance Committee pre-approves outside board service and reviews potential conflicts; no related-party transactions were entered into in FY2025 per policy review .
Expertise & Qualifications
- Skill matrix indicates Dobson brings experience across Technology, Accounting/Finance, Leadership, M&A, Risk Management, Digital go-to-market/marketing, and Innovation/Transformation—aligned with Wiley’s digital and platform strategy .
- Board summary reinforces strong mix of independence, skills, and tenure; average age 62.4, average tenure 8.7 years .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | — | No direct holdings reported as of July 31, 2025 |
| Deferred stock equivalents (DSUs) | 27,201 | Outstanding deferred stock equivalents at FY-end |
| Percent of Class A | <1% | Less than 1% |
| Pledged shares | None permitted | Hedging and pledging prohibited by policy |
| Director ownership guideline | 5x annual cash compensation | Expected within 5 years of Board start; all non-management directors have met or are within accumulation period as of Apr 30, 2025 |
Governance Assessment
-
Strengths for investor confidence
- Independence: Dobson is independent and serves on two key governance committees (Compensation and Governance), both composed entirely of independent directors—supports objective pay, risk, and board composition oversight .
- Alignment: Receives equity-based compensation ($130k RSUs/DSUs), elected to defer 100% of cash fees, and holds 27,201 deferred stock equivalents; director ownership guideline is stringent (5x cash retainer); company prohibits hedging/pledging—strong alignment architecture .
- Engagement: No director fell below 75% attendance; committees were active (Comp 6x; Gov 8x) .
- Shareholder sentiment: 2025 Say‑on‑Pay approved (For 12,410,965; Against 143,821; Abstain 94,980; broker non-votes 284,012). Dobson re‑elected by Class B shareholders (For 8,482,818; Withheld 62,803) .
- Risk oversight: Board updated its committee structure to concentrate technology oversight within standing committees and the full Board; complements Dobson’s tech-transformation background .
-
Potential risks / monitoring items
- Controlled company structure (family control of Class B) may influence governance dynamics, though the Board elects to comply with NYSE independence standards; continue to monitor independence-in-fact and board refresh pace .
- Direct share ownership: Dobson appears to hold exposure primarily via deferred units rather than direct Class A holdings; still economically aligned but without current voting of deferred units—monitor continued accumulation toward guideline, which the company indicates is on track or met .
-
Red flags
- None observed: No related‑party transactions disclosed in FY2025; hedging/pledging prohibited; no option repricing; robust clawback and compliance environment (for executives), and strong attendance .