JOHN WILEY AND SONS INC CLASS A (WLY)
Sector: Communication
2026 Annual Meeting Analysis
JOHN WILEY AND SONS INC CLASS A · Meeting: September 24, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 9 Director Nominees
Joined the board in 2025, well within the 24-month exemption window; no overboarding, attendance, or independence concerns identified; brings relevant AI and digital transformation expertise aligned with Wiley's strategy.
No overboarding, attendance, or independence concerns; WLY's 3-year return of +61.4% versus the peer group median does not trigger the underperformance threshold (actual gap is +10.3pp in WLY's favor, well inside the 65pp trigger for strong-positive TSR); brings relevant technology and global leadership experience.
No overboarding, attendance, or independence concerns; TSR trigger does not apply (WLY outperforms peer median by 10.3pp over 3 years, far below the 65pp threshold); brings valuable academic and research institution leadership perspective.
CEO-director re-appointed in October 2023 (approximately 2.5 years ago); TSR trigger does not apply given WLY's strong positive 3-year return and peer outperformance of +10.3pp; no overboarding concerns as he holds no outside public board seats.
Joined the board in 2025, well within the 24-month exemption window; no overboarding, attendance, or independence concerns; brings life science technology and R&D leadership expertise relevant to Wiley's scientific publishing business.
Long-tenured director (since 2005); however, WLY's 3-year TSR of +61.4% is strongly positive and the company outperforms the peer group median by +10.3pp, which is far below the 65pp underperformance threshold required to trigger a No vote; no overboarding or attendance concerns.
Very long-tenured director (since 1998); TSR trigger does not apply because WLY outperforms the peer median by +10.3pp over 3 years, well within the 65pp threshold for strong-positive TSR; no overboarding or attendance concerns noted, though the board has waived its own age-75 retirement guideline to retain him.
No overboarding, attendance, or independence concerns; audit committee financial expertise confirmed; TSR trigger does not apply; brings strong CFO and technology-sector finance experience relevant to Wiley's strategic transformation.
Non-independent director serving as Board Chair by virtue of family ownership; TSR trigger does not apply (peer outperformance of +10.3pp, far below 65pp threshold); no overboarding concerns; familial relationship to the company is longstanding, disclosed, and consistent with WLY's controlled-company dual-class structure, which shareholders are aware of.
All nine director nominees receive a FOR vote. WLY's 3-year price return of +61.4% is strongly positive and the company outperforms its compensation peer group median by +10.3pp over three years — far below the 65pp underperformance threshold required under the policy for a strong-positive TSR environment. No director is overboarded, attendance is satisfactory (no director fell below 75% in FY2026), audit committee members have confirmed financial expertise, and no independence violations are present on audit or compensation committees. Two directors (Andresen, Madden) joined in 2025 and are exempt from the TSR trigger. The board discloses a comprehensive skills matrix.
Say on Pay
✓ FORCEO
Matthew S. Kissner
Total Comp
$5,548
Prior Support
98%%
The prior year Say on Pay vote received over 98% shareholder support, indicating very strong approval of the pay program. The company reports that 77% of NEO target total pay is variable or performance-based, well above the 50-60% threshold required by policy, meaning pay is heavily tied to outcomes rather than guaranteed. Annual incentive payouts for FY2026 were funded at 82% of target — below-target payouts reflecting genuine revenue shortfall — and long-term performance awards paid out at 110% of target reflecting strong multi-year profit performance, demonstrating that the incentive structure is working as intended and aligning pay with shareholder experience. The company maintains a robust clawback policy covering all executive officers, and WLY's 3-year stock return of +61.4% is well above peer median, providing a positive pay-for-performance backdrop.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,583,045
Non-Audit Fees
$521,097
Non-audit fees (tax fees of $494,825 plus other fees of $26,272, totaling $521,097) represent approximately 20% of audit fees of $2,583,045, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm fully appropriate for a $2.6B public company. Auditor tenure is not disclosed in the proxy, so no tenure trigger can be applied; the policy requires confirmed data to fire that rule. No material financial restatements are disclosed.
Overall Assessment
The 2026 Wiley annual meeting ballot contains three standard proposals: director elections, auditor ratification, and Say on Pay. All three receive a FOR determination — the director slate passes the TSR screen cleanly given WLY's strong 3-year outperformance of its peer group, PwC's non-audit fee ratio is well within acceptable limits, and the executive compensation program demonstrates genuine pay-for-performance alignment supported by 98% prior-year shareholder approval.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing