Mari Baker
About Mari J. Baker
Mari J. Baker, age 60, has served on Wiley’s Board since 2011 (13 years of service as of the 2025 proxy) and is an independent director. She chairs the Executive Compensation and Development Committee (ECDC) and serves on the Executive Committee, bringing multi-decade operating experience as CEO/COO in technology businesses and board governance expertise, including audit committee leadership externally. Wiley’s Board has affirmatively determined Ms. Baker is independent under NYSE rules, and directors maintained strong engagement in FY2025 with no incumbent director below the 75% attendance threshold.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| PlayFirst, Inc. | Chief Executive Officer | Not disclosed | Consumer tech/interactive entertainment leadership |
| Navigenics, Inc. | Chief Executive Officer | Not disclosed | Genomics/personalized medicine company leadership |
| Velti plc (Nasdaq: VELT) | Chief Operating Officer | Not disclosed | Mobile marketing/technology operations |
| BabyCenter, Inc. (a Johnson & Johnson company) | President | Not disclosed | Digital health/consumer engagement |
| Intuit, Inc. (Nasdaq: INTU) | SVP/General Manager | Not disclosed | Consumer/SMB software P&L leadership |
External Roles
| Organization | Role | Committees/Impact | Status |
|---|---|---|---|
| Blue Shield of California | Director | Chairs Audit Committee | Current |
| Stanford University | Board of Trustees | Trustee | Service referenced; timing not disclosed |
Board Governance
- Committee assignments: Chair, Executive Compensation & Development Committee; Member, Executive Committee. Not a member of Audit or Governance Committees as of the proxy.
- Attendance and engagement: FY2025 Board held 6 meetings; standing committees held 22 aggregate meetings (Audit 7; Compensation 6; Governance 8; Executive 1). No incumbent director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting.
- Independence and leadership: Board separation of Chair and CEO; Baker is independent. Independent directors (8 of 10) and independent committee chairs; regular executive sessions; governance best practices emphasized.
- Controlled company context: Wiley is a “controlled company” under NYSE rules but voluntarily adheres to all NYSE corporate governance standards.
Fixed Compensation
| Component | FY2025 Program Amount | Notes |
|---|---|---|
| Annual cash retainer (non-management directors) | $85,000 | Paid quarterly; no meeting fees |
| Committee chair retainers | Audit: $30,000; Compensation: $20,000; Governance: $17,500 | Ad hoc committee chair: $15,000 if active |
| Committee member retainers (non-chair) | Audit: $15,000; Compensation: $10,000; Governance: $8,750 | Ad hoc committee member: $7,500 if active |
| Mari J. Baker – FY2025 Director Compensation | Amount | Source/Notes |
|---|---|---|
| Cash Fee | $101,875 | Includes deferrals under Deferred Plan if elected |
| Chair Fee (Compensation Committee) | $17,500 | ECDC chair retainer |
| All Other Compensation | $51,717 | Includes cash value of accrued dividends ($50,917) and $800 matching gift |
| Total Cash + Other | $171,092 | Summation of above |
Performance Compensation
| Equity Component | FY2025 Grant/Value | Vesting / Terms |
|---|---|---|
| Annual restricted stock award (non-management directors) | $130,000 | Grant sized at closing price on Annual Meeting date; 2,758 shares were granted on Sept 28, 2024 to then-sitting independent directors (excl. Chair) |
| Vesting triggers | N/A | Vest on earliest of day before next Annual Meeting, death/disability, or Change in Control (as defined) |
| Options | N/A | No stock options granted to directors |
| Deferred Compensation participation | Yes | Directors may defer cash fees and/or annual stock into Deferred Plan |
Other Directorships & Interlocks
| Company/Entity | Relationship to Wiley | Potential Interlock/Conflict Considerations |
|---|---|---|
| Blue Shield of California | Unrelated health insurer | Governance Committee pre-approves outside boards; no related-party transactions disclosed in FY2025 |
| Stanford University | Academic institution | Outside service monitored by Governance Committee; no related-party exposure disclosed |
Expertise & Qualifications
- Executive leadership and corporate governance: Led multiple technology-focused companies; extensive board service across public/private/non-profit organizations.
- Compensation oversight: Chairs Wiley’s ECDC, overseeing CEO performance evaluation, executive compensation design, succession planning, and human capital management; supported by independent consultant FW Cook.
- Technology and operations: Senior roles at Intuit, Velti, BabyCenter; experience relevant to Wiley’s digital transformation and subscription models.
Equity Ownership
| Measure | Class A | Class B | Notes |
|---|---|---|---|
| Shares beneficially owned (as of July 31, 2025) | — | — | Per stock ownership table for officers/directors |
| Shares & share equivalents under Deferred Plan (as of July 31, 2025) | 37,866 | — | Deferred share units |
| Outstanding deferred stock equivalents (as of April 30, 2025) | 37,528 | — | Year-end DSUs |
| Director stock ownership guidelines | 5× annual cash compensation | N/A | Met by all non-management directors or within accumulation period as of Apr 30, 2025 |
- Hedging/pledging prohibited; limited trading windows; pre-clearance required.
Governance Assessment
- Committee leadership and independence: Baker’s role as ECDC Chair aligns with strong governance controls—independent committee, external consultant FW Cook with no conflicts, and robust oversight of succession, pay equity, and clawbacks (for executives).
- Pay-for-performance signal: Wiley’s FY2024 Say-on-Pay received over 99% approval, supporting the committee’s approach under Baker’s chairmanship.
- Engagement and oversight quality: High meeting cadence; independent executive sessions; strong attendance; clear risk oversight allocation across committees.
- Alignment and ownership: Annual equity retainer and DSU deferrals align director interests with shareholders; guidelines at 5× cash retainer with compliance on track.
- Conflicts and related-party: No related-person transactions in FY2025; Governance Committee pre-approves external boards; Insider Trading Policy bars hedging/pledging. RED FLAGS: None identified for Baker in FY2025 (no delinquent filings, no related-party transactions, no pledging).