Raymond McDaniel Jr.
About Raymond W. McDaniel, Jr.
Raymond W. McDaniel, Jr. (age 67) is an independent director of John Wiley & Sons, Inc. (WLY) since 2005, serving as Chair of the Executive Committee and member of the Audit Committee; he is designated an “audit committee financial expert” by the Board . He is the former CEO and Chair of Moody’s Corporation and brings deep experience in regulated financial services, international expansion, and board governance; FY2025 attendance across the Board and committees was strong, with no incumbent director below 75% and all directors attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moody’s Corporation (NYSE: MCO) | Chief Executive Officer; previously President & COO | CEO 2005–2020; senior leadership prior | Led international expansion and product launches in a highly regulated environment |
| Moody’s Corporation (NYSE: MCO) | Chair of the Board (non-executive chair 2021–2023; Chair 2005–2012); Director | Director 2003–2023 | Oversaw governance in regulated financial services; board leadership experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Raymond James Financial (NYSE: RJF) | Director | Current | Public company board service |
| Muhlenberg College | Trustee | Current | Non-profit academic governance role |
Board Governance
- Independence: Board determined all directors except Mr. Kissner (CEO) and Mr. Wiley (Chair) are independent; committees (Audit, Compensation, Governance) are 100% independent .
- Committee assignments: Executive Committee (Chair); Audit Committee (member). FY2025 meetings: Audit 7; Executive 1 (ad hoc) .
- Audit expertise: McDaniel and Singh designated “audit committee financial experts”; all Audit members financially literate .
- Attendance and engagement: FY2025 Board held 6 meetings; committees 22 total; no incumbent director <75% attendance; non-management directors held executive sessions each regular meeting .
- Leadership structure: Separate Chair (Jesse C. Wiley) and CEO roles; independent-led executive sessions; Governance Chair liaises with independent directors .
- Related-party transactions: None material in FY2025 .
- Insider trading policy: Prohibits hedging and pledging; pre-clearance required; blackout windows enforced; allows 10b5-1 only per policy .
Fixed Compensation (Director FY2025)
| Component | Amount (USD) | Details |
|---|---|---|
| Annual cash fee | $107,500 | Standard director retainer and committee member fees, paid quarterly; McDaniel deferred 100% of cash compensation under the Deferred Plan |
| Chair fee | $23,750 | Executive Committee chair (ad hoc) and other chair/membership retainers as applicable |
| All other compensation | $88,286 | Dividends accrued on deferred share units and matching gifts ($10,000) under Matching Gift Program |
| Total cash-related and other | $219,536 | Sum of cash fee, chair fee, other comp |
Program structure (FY2025): 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 chair $15,000; ad hoc committee member $7,500 . No meeting fees; expenses reimbursed; FW Cook benchmarks director pay annually .
Performance Compensation (Director Equity)
| Grant | Grant Date | Type | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director award | Sep 28, 2024 | Restricted Class A Common Stock | 2,758 shares | $130,000 | Earlier of (i) day before next annual meeting, (ii) death/disability, or (iii) change in control; most directors defer into deferred share units |
Notes:
- Director equity is time-based (no performance metrics); no stock options granted to directors .
- McDaniel elected to defer 100% of his cash compensation; directors may defer cash and stock into investment funds and/or deferred share units; dividends accrue in-kind on deferred share units .
Other Directorships & Interlocks
| Company | Relationship to WLY | Potential Interlock/Conflict |
|---|---|---|
| Raymond James Financial (NYSE: RJF) | Unrelated financial services firm | No WLY-related related-party transactions disclosed FY2025 |
| Moody’s Corporation (NYSE: MCO) | Former director (to 2023) and former CEO | Historical role; no current WLY transactions disclosed |
| Muhlenberg College | Non-profit trustee | No WLY transactions disclosed |
Expertise & Qualifications
- Financial services leadership in regulated environments; international expansion; product launches .
- Audit committee financial expertise; risk oversight; technology and AI risk oversight at Audit Committee level .
- Strategic governance, executive leadership, and global risk management .
Equity Ownership
| Measure | As-of Date | Amount | Notes |
|---|---|---|---|
| Outstanding deferred stock equivalents | Apr 30, 2025 | 57,324 units | Reported under “Outstanding Deferred Stock Awards” table; no stock options outstanding |
| Form 4 – post-transaction phantom stock units | Oct 23, 2025 | 61,703 units | Award of 587 phantom stock units; URL: https://www.sec.gov/Archives/edgar/data/107140/000010714025000189/0000107140-25-000189-index.htm |
| Form 4 – annual grant aligned with Annual Meeting | Sep 25, 2025 | 61,116 units post | Award of 3,275 phantom stock units; URL: https://www.sec.gov/Archives/edgar/data/107140/000010714025000161/0000107140-25-000161-index.htm |
| Earlier Form 4 updates (illustrative) | Jan 10, 2025 | 56,865 units post | Award of 472 phantom stock units; URL: https://www.sec.gov/Archives/edgar/data/107140/000010714025000010/0000107140-25-000010-index.htm |
Stock ownership guidelines: Non-management directors must hold stock interests valued at ≥5x annual cash compensation; as of Apr 30, 2025, all non-management directors met guidelines or were within the initial five-year accumulation period . Pledging/hedging: Prohibited by Insider Trading Policy; limited trading windows and pre-clearance required .
Governance Assessment
- Alignment and independence: McDaniel is independent, chairs the Executive Committee, and serves on the Audit Committee with “financial expert” designation—strengthening board effectiveness in oversight of financial reporting, risk, and AI/cybersecurity .
- Engagement: Strong overall attendance across Board/committees; non-management executive sessions each regular Board meeting signal robust independent oversight .
- Compensation structure: Standard, market-benchmarked director pay with emphasis on equity; deferral elections and ownership guidelines support long-term alignment; no meeting fees; clawback policy is robust for executives and broader equity recipients; directors have no performance-based pay .
- Conflicts and red flags: No related-party transactions in FY2025; hedging/pledging prohibited; no director stock option repricing; committee independence and consultant independence affirmed (FW Cook) .
- Shareholder signals: Say-on-Pay received over 99% approval, indicating broad investor support for compensation governance and oversight framework .
Insider Trades (Form 4 Summary – Phantom Stock Units)
Director Compensation Detail (FY2025 – McDaniel)
| Component | Amount (USD) |
|---|---|
| Cash Fee | $107,500 |
| Chair Fee | $23,750 |
| Stock Awards | $130,000 |
| All Other Compensation (incl. dividends and $10,000 matching gift) | $88,286 |
| Total | $349,536 |
Notes on Committee Structure and Oversight
- Committee framework restructured in FY2025: Digital Product & Technology Committee retired; Executive Committee operates ad hoc; oversight redistributed among Audit, Compensation, Governance, and full Board—enhancing time for emerging tech education and product strategy .
- Audit Committee scope includes ESG reporting controls, cybersecurity, data privacy, and AI risk monitoring—quarterly updates and annual education sessions held; external expert perspectives incorporated .
References
- Director biography, roles, independence, committee assignments:
- Attendance and executive sessions:
- Director compensation program and FY2025 table:
- Deferred stock equivalents and ownership guidelines:
- Insider trading policy:
- Related-party transactions:
- Compensation consultant independence:
- Say-on-Pay approval:
- SEC Form 4 transaction details: URLs embedded above (see “Insider Trades” and “Equity Ownership” tables).