Karen Madden
About Karen Madden
Dr. Karen N. Madden (age 56) is an independent director of John Wiley & Sons, Inc. (WLY) since 2025 and serves on the Audit Committee, where she is designated an “audit committee financial expert.” She is Senior Vice President and Chief Technology Officer at MilliporeSigma (Merck KGaA, Darmstadt, Germany) since 2022; previously, she was SVP & Chief Innovation Officer at PerkinElmer (2016–2022) and General Manager of Informatics (2014–2016). She also serves as U.S. Country Speaker for Merck KGaA and sits on the boards of the Analytical, Life Science & Diagnostics Association and the New England Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MilliporeSigma (Merck KGaA, Life Science) | Senior Vice President & Chief Technology Officer | 2022–present | Shapes Technology Roadmap, leads Life Science Innovation Board, member of Life Science Executive Team for >$9B business . |
| PerkinElmer | Senior Vice President & Chief Innovation Officer | 2016–2022 | Strategic innovation leadership across R&D . |
| PerkinElmer | General Manager, Informatics | 2014–2016 | Led informatics business; commercialization and IP processes . |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Analytical, Life Science & Diagnostics Association (ALDA) | Board member | Current . |
| New England Council | Board member | Current . |
| Merck KGaA, Darmstadt, Germany | U.S. Country Speaker | Current . |
Board Governance
- Committee assignments: Board of Directors and Audit Committee; Audit Committee members are independent and financially literate; Madden, McDaniel, and Singh are designated as “audit committee financial experts” .
- Independence: Board determined all directors except the CEO (Kissner) and Chair (Jesse C. Wiley) are independent under NYSE and SEC standards; all Audit, Compensation, and Governance Committee members are independent .
- Attendance and engagement: In FY2025, the Board held 6 meetings and committees held 22 meetings; no incumbent director attended fewer than 75% of applicable meetings; non-management directors met in executive session at each regularly scheduled Board meeting .
- Risk oversight: Audit Committee oversees major financial, compliance, and technology/information security risks including cybersecurity, data privacy, artificial intelligence, and related controls; holds regular executive sessions with internal audit and independent auditors .
Fixed Compensation
| FY2025 Director Compensation (USD) | Cash Fee | Chair Fee | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Karen N. Madden | $8,888 | — | $74,750 | $2,661 (includes $661 dividends; $2,000 matching gift) | $86,299 |
- Program structure (FY2025): Annual cash retainer $85,000; committee chair retainers—Audit $30,000; Compensation $20,000; Governance $17,500; non-chair committee member retainers—Audit $15,000; Compensation $10,000; Governance $8,750; ad hoc committee retainers—Chair $15,000, Member $7,500. Emphasis on equity; no meeting fees; benchmarking by independent consultant FW Cook .
- Deferrals: Dr. Madden elected to defer 100% of her cash compensation under the Directors’ Deferred Compensation Plan .
Performance Compensation
| Equity Award Mechanics | Detail |
|---|---|
| Annual director equity award | $130,000 in restricted Class A shares; number based on closing price on Annual Meeting day; 2,758 shares granted on Sept 28, 2024 to then-sitting non-management directors at $47.13; Mr. Wiley receives cash in lieu of equity . |
| Vesting conditions | Earlier of: day before next Annual Meeting; death or disability; or Change in Control (as defined in Omnibus Stock Plan) . |
| Deferral & dividends | Directors may defer equity awards as deferred share units (DSUs); dividends on DSUs credited as additional DSUs; payable at retirement per election (lump sum or up to ten annual installments) . |
| Options | No stock options granted to directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current boards | ALDA; New England Council . |
| Former public company boards (past 5 years) | None . |
| Compensation committee interlocks | None; FW Cook engaged; Committee determined no conflicts with consultant . |
Expertise & Qualifications
- Life science technology and corporate R&D leadership; strategic innovation expertise supporting Wiley’s scientific publishing and academic research initiatives .
- Audit Committee financial expertise designation; supports oversight of complex technology and AI-related risk domains within Audit Committee scope .
- Experience shaping technology roadmaps and commercialization processes; alignment with Wiley’s product development in research and knowledge dissemination .
Equity Ownership
| Measure | Value |
|---|---|
| Class A shares beneficially owned | — (less than 1%) as of record date July 31, 2025 . |
| DSUs under Deferred Plan (as of Jul 31, 2025) | 1,874 . |
| Outstanding deferred stock equivalents (as of Apr 30, 2025) | 1,890 . |
| Stock ownership guidelines | Non-management directors expected to hold stock interests ≥5x annual cash compensation; meet by end of 5-year accumulation period; as of Apr 30, 2025, all non-management directors have met guidelines or are within the initial five-year period (new directors) . |
| Pledging | Not disclosed; no director pledging referenced in cited sections . |
Governance Assessment
- Independence and financial oversight: Madden is an independent director and “audit committee financial expert,” strengthening audit oversight of financial reporting, internal controls, and technology/cyber/AI risks .
- Attendance and engagement: FY2025 Board and committee cadence was robust (6 Board; 22 committee meetings), and no incumbent director fell below the 75% attendance threshold; independent directors held executive sessions each regular meeting, indicating strong governance practices .
- Alignment via compensation mix: Emphasis on equity for directors; Madden deferred 100% of cash fees and received equity-based compensation (time-based vesting), aligning interests with shareholders; no options or meeting fees reduce risk of misaligned incentives .
- Ownership and guidelines: Madden’s DSU holdings reflect early-stage accumulation; policy requires ≥5x cash retainer within five years, and the company reports directors have met or are within accumulation window—appropriate for a 2025 appointee .
- Conflicts and related-party review: Company’s annual independence and related-party review found no relationships inconsistent with independence for non-management directors; Audit Committee pre-approves related-party transactions exceeding $120,000 per policy .
- RED FLAGS: None disclosed—no low attendance, no related-party transactions, no options repricing, and no director stock pledging reported in the cited sections; continued monitoring warranted given Madden’s external executive role (Merck KGaA), though no conflicts have been identified by the Board .