Katya Andresen
About Katya Andresen
Katya D. Andresen (age 57) was appointed as an independent director of John Wiley & Sons, Inc. in June 2025; committee assignments were pending Board action in September 2025 at the time of the proxy filing . She brings 25+ years of experience in digital transformation, AI, data monetization, and enterprise-wide digital strategy, and has served as Chief Digital and Analytics Officer at The Cigna Group since 2021 . The Board affirmed that all directors except the CEO (Matthew Kissner) and Board Chair (Jesse Wiley) are independent under NYSE rules, covering Ms. Andresen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cigna Group | Chief Digital and Analytics Officer | 2021–present | Leads enterprise digital transformation, AI-powered solutions, and data monetization at a global health services company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morrison Center for Marketing and Analytics (UCLA Anderson School of Management) | Board member | Not disclosed | Academic center governance; analytics and marketing oversight |
| Forsyth Health | Board member | Not disclosed | Health sector governance; mission-driven organizational oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined all directors except Kissner and Wiley are independent) |
| Committee Assignments | None as of August 14, 2025; assignment(s) to be decided in September 2025 |
| Attendance (FY2025) | Board held 6 meetings; committees held 22 in aggregate; no incumbent director attended <75% of applicable meetings. Note: Ms. Andresen joined post-FY2025 (June 2025) |
| Executive Sessions | Non-management director executive sessions at each regularly scheduled Board meeting; periodic independent-only sessions |
| Governance Structure | Separate Chair (Jesse C. Wiley) and CEO roles; controlled company that voluntarily follows full NYSE governance standards; robust risk oversight by Audit, Compensation, and Governance committees – |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-management directors) | $85,000 | Paid quarterly; prorated for partial years |
| Committee Chair Retainers | Audit $30,000; Compensation $20,000; Governance $17,500 | Paid annually |
| Committee Member Retainers (non-chair) | Audit $15,000; Compensation $10,000; Governance $8,750 | Paid annually |
| Ad hoc Committee Retainers | Chair $15,000; Member $7,500 | If active during the quarter |
| FY2025 Director Compensation (Ms. Andresen) | — | Joined June 2025; did not receive FY2025 compensation; eligible for pro-rated equity and cash commencing June 2025 |
Performance Compensation
| Element | Grant Value | Vesting | Triggers |
|---|---|---|---|
| Annual restricted stock award (non-management independent directors) | $130,000 | Vests on earliest of: day before next Annual Meeting; death/disability; Change in Control | Granted based on NYSE closing price on Annual Meeting date; most directors defer into DSUs; no stock options granted to directors |
Director equity is time-based (no performance metrics apply to director compensation). Deferred Director Plan allows deferral of cash/equity; DSUs accrue dividend equivalents; payout at retirement per elected schedule .
Other Directorships & Interlocks
| Type | Entity | Public/Private | Notes |
|---|---|---|---|
| Academic/non-profit board | Morrison Center for Marketing and Analytics (UCLA Anderson) | Non-profit/academic | Board role; analytics/marketing governance |
| Health organization board | Forsyth Health | Non-profit/health | Board role; governance in health sector |
| Public company boards | None disclosed | — | No public company directorships listed in prior five years |
Expertise & Qualifications
- Artificial intelligence leadership; data monetization; enterprise digital strategy; senior executive roles in Fortune 500 firms driving technology-enabled business models .
- Identified Board skills include technology, digital marketing/e-commerce, digital product management, innovation/transformation, sales/go-to-market, talent strategy, corporate governance, and risk management (Board skills matrix) –.
- Wiley-published author; active advisor to venture capital firms on AI .
Equity Ownership
| As of July 31, 2025 | Class A Shares Beneficially Owned | DSUs/Share Equivalents (Deferred Plan) | Percent of Class | Percent of Voting Power |
|---|---|---|---|---|
| Katya D. Andresen | — | 784 | — | — |
- Outstanding deferred stock awards as of April 30, 2025: none (joined June 2025; entitled to pro-rated equity award beginning June 2025) .
- Non-management director stock ownership guideline: hold stock interests equal to at least 5× annual cash compensation within five years of Board election; Ms. Andresen is within initial five-year accumulation period .
Governance Assessment
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Signals supporting investor confidence:
- Independence and refreshment: Board confirmed independence of all non-management directors; Ms. Andresen appointed June 2025; committee assignments scheduled promptly post-appointment .
- Strong director ownership alignment: Annual $130,000 restricted stock grant; robust 5× cash retainer ownership guideline with five-year compliance window; pre-clearance trading windows; hedging and pledging prohibited .
- Risk and tech oversight: Audit Committee oversees cybersecurity, data privacy, and AI utilization risks with quarterly updates; director education on cybersecurity and AI; governance documents publicly available – –.
- Compensation governance: Independent Compensation Committee with FW Cook as independent consultant; no meeting fees; emphasis on equity; say-on-pay received over 99% approval in prior year, indicating broad shareholder support for pay practices .
-
Conflict checks and red flags:
- Related-party transactions: None entered into in FY2025; governance policy mandates Audit Committee review and approval of any related party transactions; Governance Committee pre-approves outside board service to avoid conflicts .
- Pledging/hedging: Prohibited for directors under Insider Trading Policy; black-out periods and pre-clearance required; reduces misalignment risk .
- Controlled company risk mitigated: Despite controlled status, Board elects to follow full NYSE governance standards, supporting minority shareholder protections .
- Attendance and engagement: FY2025 Board/committee attendance strong; Ms. Andresen joined post-FY2025; Board orientation and ongoing director education enhance effectiveness .
Overall, Ms. Andresen’s AI and digital transformation expertise aligns with Wiley’s strategic priorities in responsible AI and digital publishing. Independence, ownership alignment, and rigorous governance controls reduce conflict risk; no red flags are disclosed related to related-party transactions, pledging, hedging, or director compensation practices .