William Pesce
About William J. Pesce
William J. Pesce, age 74, has served on Wiley’s Board since 1998 and is a former President and CEO of Wiley (1998–2011). He is currently an independent director serving on the Executive Compensation & Development Committee and the Governance Committee, with a background spanning executive leadership, strategy, M&A, investor relations, and active engagement with academia and early-stage technology-focused investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Wiley & Sons, Inc. | President & CEO (10th CEO) | 1998–2011 | Led global public company; strategy, FP&A, acquisitions, investor relations |
| NYU Stern School of Business | Board of Overseers | 17 years; until 2005 | Academic oversight; institutional engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William Paterson University | Board of Trustees | Current | Benefactor/advisor to Pesce Family Mentoring Institute |
| Pesce Family Ventures, LLC | Founder/Investor | Launched 2015 | Invests in early-stage, technology-enabled companies |
Board Governance
- Committee assignments and roles: Member, Executive Compensation & Development Committee (6 meetings in FY 2025; chair: Mari J. Baker; all members independent per SEC/NYSE) ; Member, Governance Committee (8 meetings in FY 2025; chair: Brian O. Hemphill; all members independent per NYSE) .
- Board attendance and engagement: The Board held 6 meetings in FY 2025; no incumbent director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. Non-management directors met in executive session at each regularly scheduled meeting, with periodic sessions of independent directors only .
- Independence: The Board affirmatively determined all directors other than the CEO (Matthew S. Kissner) and Chair (Jesse C. Wiley) are independent; committee memberships (Audit, Compensation, Governance) are entirely independent .
- Committee structure refresh: In September 2024, Board streamlined standing committees to Audit, Compensation, Governance; Executive Committee shifted to ad hoc; Digital Product and Technology Committee retired with responsibilities redistributed .
Fixed Compensation
| Name | Cash Fee ($) | Chair Fee ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| William J. Pesce (FY 2025) | 101,875 | 7,500 | 130,000 | 14,051 | 253,426 |
- Program terms: Non-management directors receive an annual cash retainer of $85,000; committee retainers are Audit chair $30,000/member $15,000; Compensation chair $20,000/member $10,000; Governance chair $17,500/member $8,750; ad hoc committee chair $15,000/member $7,500. Emphasis on equity, robust ownership guidelines; FW Cook provides peer benchmarking .
Performance Compensation
| Element | Grant Date | Shares/Units | Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|---|
| Restricted Class A Common Stock | Sep 28, 2024 | 2,758 | 130,000 | Vests on earliest of: day before next Annual Meeting; death/disability; Change in Control (Omnibus Stock Plan) | Does not defer cash or equity awards |
| Stock Options | — | — | — | No stock options granted to directors | — |
- Equity award pricing basis: Closing price $47.13 at grant; directors other than the Chair received the annual restricted stock award; Mr. Pesce did not defer shares (received restricted stock rather than deferred units) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Public Company? | Interlock/Conflict Notes |
|---|---|---|---|---|
| William Paterson University | Academic | Trustee | No | Academic oversight; no disclosed related-party transactions |
| Pesce Family Ventures, LLC | Private investment | Founder/Investor | No | Early-stage tech investments; related-party review policy in place; no material transactions in FY 2025 |
Expertise & Qualifications
- Executive leadership of a global public company; deep strategic planning, financial planning/analysis, acquisitions/partnerships, and investor relations experience .
- Active engagement with academia and exposure to innovative technology-enabled business models; investments in early-stage companies .
- Long-term understanding of Wiley’s markets and business; perspective on evolution as a global enterprise .
Equity Ownership
| Title of Class | Shares Beneficially Owned | Deferred Plan Equivalents | Percent of Class | Percent of Voting Power |
|---|---|---|---|---|
| Class A Common | 88,108 (includes 2,758 restricted shares vesting before Sept 25, 2025) | — | <1% | <1% |
- Deferred stock awards: None outstanding; Mr. Pesce does not defer receipt of cash retainer or annual restricted stock award .
- Ownership guidelines: Non-management directors expected to hold stock valued at ≥5x annual cash compensation; as of Apr 30, 2025, all non-management directors met or were within the five-year accumulation period .
Governance Assessment
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Independence and committee effectiveness: Pesce is an independent director on Compensation and Governance, both fully independent committees with defined oversight over executive pay, succession planning, ESG/governance, and director conflicts; committee workloads in FY 2025 were 6 and 8 meetings respectively, indicating active oversight .
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Attendance and engagement: Board had 6 meetings; all directors met minimum attendance expectations, with executive sessions at each meeting—supportive of board effectiveness and independent oversight .
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Compensation mix and alignment: FY 2025 total of $253,426 comprised of cash fees $109,375 and time-vested equity $130,000, plus $14,051 in other compensation (dividends/matching gifts); equity emphasis and guideline compliance support alignment. No director stock options; equity awards are time-based without performance conditions—a typical market practice for directors but offers limited pay-for-performance sensitivity .
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Ownership and control context: Pesce’s beneficial ownership is <1%; broader control resides with the Wiley family’s Class B holdings (>90% Class B, ~61–62% combined voting power across family holdings/entities), which is a structural governance consideration. Board asserts independence for all non-family/non-executive directors, and committees are independent, mitigating some control concerns .
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Related-party risk: Company’s policy requires Audit Committee review and disinterested director approval for related-person transactions; no material related-party transactions were entered into in FY 2025—reducing conflict risk .
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RED FLAGS
- None disclosed specific to Pesce: no material related-party transactions in FY 2025, no pledging/hedging disclosures flagged, and attendance thresholds met .
- Structural risk: Significant family control of voting power via Class B shares; ongoing importance of independent committee oversight and executive sessions to safeguard governance quality .