Jesse Wiley

About Jesse Wiley

Jesse C. Wiley, age 55, is a seventh-generation member of the Wiley family and has served as a director of John Wiley & Sons, Inc. since 2012; he was elected non‑executive Chair of the Board in 2019 . Prior to becoming Chair, he was a Wiley employee starting in 2003, with roles spanning corporate M&A and strategy, international business development (including China), digital/new business initiatives, product development, and Research division business development with academic and professional societies . He is not an independent director; the Board has affirmatively determined that all directors except President & CEO Matthew S. Kissner and Mr. Wiley are independent under NYSE rules .

Past Roles

External Roles

Board Governance

• Independence and structure: Mr. Wiley is not independent; he serves as non‑executive Chair. The Board separates Chair and CEO roles and conducts executive sessions of non‑management and of independent directors; the Governance Committee Chair (independent) serves as liaison to the Chair and CEO .
• Committees: Member, Executive Committee (ad hoc; chaired by an independent director). Executive Committee convened once in FY2025; Audit, Compensation, and Governance Committees are 100% independent .
• Attendance: FY2025—Board held 6 meetings; committees held 22 in aggregate; no incumbent director attended fewer than 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
• Controlled company: Wiley is a “controlled company” under NYSE rules but elects to abide by all NYSE governance standards despite available exemptions .
• Related‑party transactions: Company policy requires Audit Committee approval of related‑person transactions; none meeting disclosure thresholds were entered into in FY2025 .

Fixed Compensation

Notes:

• No meeting fees are paid; emphasis on equity alignment for independent directors; benchmarking conducted by FW Cook .
• “All Other Compensation” for Mr. Wiley reflects $250 under the Company’s matching gift program in FY2025 .

Performance Compensation

• Directors do not receive performance‑conditioned compensation (no PSUs/options for directors). Independent directors receive time‑based stock grants; Mr. Wiley receives cash in lieu of equity, and no options are granted to directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep institutional and operating knowledge from 20+ years across Wiley businesses: research publishing, digital platforms, product development, corporate strategy, society partnerships, and international expansion (including China) .
• Governance continuity as seventh‑generation family representative with extensive stakeholder engagement across academia and professional societies .
• Board oversight experience as non‑executive Chair within a structure featuring fully independent key committees and regular executive sessions .

Equity Ownership

Notes:

• The “Stock Ownership of Certain Beneficial Owners” table attributes to Mr. Wiley 8,150,101 Class B and 462,338 Class A shares with 61.63% combined voting power; the filing notes complex family holdings and duplicative reporting across family entities (e.g., E.P. Hamilton Trusts LLC) that can cause overlapping percentages .
• Company policy prohibits directors and officers from hedging or pledging Wiley securities, and imposes trading blackouts and pre‑clearance; no pledging allowed under the Insider Trading Policy .
• Non‑management directors are expected to hold stock valued at ≥5x the annual cash retainer; as of April 30, 2025, all non‑management directors have met the guideline or remain within the five‑year accumulation period .

Governance Assessment

• Strengths impacting investor confidence

  • Independent oversight anchored in fully independent Audit, Compensation, and Governance Committees; regular executive sessions; independent Governance Chair liaison role .
  • No related‑party transactions disclosed in FY2025; robust related‑party review policy; broad clawback policies for executives; prohibitions on hedging/pledging for directors and officers .
  • Director compensation program emphasizes equity alignment for independent directors; significant personal ownership guidelines; for Mr. Wiley, very substantial beneficial ownership creates strong “skin in the game” .

• Concentration risks and potential red flags

  • Dual‑class control: Mr. Wiley is reported as beneficially owning 92.95% of Class B and 61.63% of combined voting power; the company is a “controlled company,” and Mr. Wiley is not independent while serving as Chair—heightening control and succession/governance risk perceptions despite adherence to NYSE standards .
  • Cash‑in‑lieu of director equity: unlike independent directors who receive equity, Mr. Wiley receives cash in lieu given family holdings—alignment derives from pre‑existing ownership rather than ongoing equity grants .
  • Section 16(a) administrative note: a Form 5 for Mr. Wiley was filed late (May 20, 2025) due to an administrative oversight related to his September 6, 2023 appointment as an additional manager of E.P. Hamilton Trusts LLC for estate planning purposes; the proxy reports otherwise timely compliance for FY2025 .

• Engagement and effectiveness indicators

  • FY2025 attendance thresholds satisfied across the Board; all directors attended the 2024 Annual Meeting; ongoing director education and annual Board/committee self‑evaluations with periodic third‑party facilitation .
  • Governance Committee annually sets and evaluates the Chair’s objectives and manages Chair succession planning, providing structured oversight of Mr. Wiley’s Chair role .

• Contextual shareholder signaling

  • Say‑on‑pay (management) received over 99% approval in the prior year, signaling broad support for compensation governance, which indirectly reflects on Board oversight under Mr. Wiley’s Chairmanship .

Director Compensation Detail (FY2025)

Committee Assignments (Current)

Policy and Controls Snapshot

• Controlled company that opts into full NYSE governance requirements; independent key committees; strong insider trading, hedging/pledging prohibitions; clawback policies covering cash incentives and performance equity for executives; director stock ownership guidelines .

Overall implication: Mr. Wiley’s very large beneficial voting stake and non‑independent Chair status concentrate control—an inherent governance risk offset by fully independent key committees, strong governance processes, and transparent related‑party oversight. His significant long‑term ownership aligns economic interests with shareholders, though the dual‑class structure and family control warrant ongoing monitoring by investors, particularly on succession, capital allocation, and related‑party safeguards .