UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCWashington, D.C. 20549
SCHEDULE 14A
(Rule14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the Securities
Securities Exchange Act of 1934
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| Preliminary Proxy Statement | ||||||
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☒ | Definitive Proxy Statement | ||||||
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☐ | Soliciting Material Pursuant to |
John Wiley & Sons, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
JOHN WILEY & SONS, INC. | ||||||
(Name of Registrant as Specified in its Charter) | ||||||
(Name of Person(s) Filing Proxy Statement if other than the Registrant) |
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Matthew S. Kissner | |
Chairman of the Board | |
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August |
To our Shareholders:ToOur Shareholders:
We cordially invite you to attend the 20142016 Annual Meeting of Shareholders of John Wiley & Sons, Inc., to be held on Thursday, September 18, 201422, 2016, at 9:308:00 A.M., EDT. This year, we are hosting our Annual Meeting online to make it easier for our shareholders to attend. The Annual Meeting will be simulcast online at www.virtualshareholdermeeting.com/JWA2016. Details of access to the webcast are provided in the Notice of Meeting. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B Shareholdersshareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the attached Proxy Statement.
The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be personally present, please vote your shares, either by signing, dating, and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or by voting onvia the Internet using the instructions printed on the proxy card. This will assureensure that your shares are represented at the meeting. Even thoughif you execute this proxy, vote by telephone, or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Corporate Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, telephonicallyby telephone, or via the Internet), or by voting in person or online at the Annual Meeting. If you attend the meeting, you will be able to vote in person if you wish to do so, even if you have previously returned your proxy card, voted by telephone, or voted via the Internet.Internet prior to the Annual Meeting.
Your vote is important to us, and we appreciate your prompt attention to this matter.
Sincerely, | |
Chairman of the Board | |
111 River Street, Hoboken, NJ 07030-5774, U.S.
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www.wiley.com
www.wiley.com
Joanna Jia | |
Corporate Secretary | |
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NoticeNotice of Annual Meeting Annual Meeting of Shareholders Shareholders
to be held September 18, 2014 September 22, 2016
To our Shareholders:ToOur Shareholders:
TheThis year, the Annual Meeting of Shareholders of John Wiley & Sons, Inc. will be held online at www.virtualshareholdermeeting.com/JWA2016. For shareholders who wish to attend the meeting in person, accommodations will be available at the Company’s headquarters, 111 River Street, Hoboken, New Jersey,Jersey. The Annual Meeting will be held on Thursday, September 18, 201422, 2016 at 9:308:00 A.M., EDT, for the following purposes:
1. To elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class;
2. To ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2015;2017;
3. To hold an advisory vote on executive compensation; and
4. To approve the 2014 Directors Stock Plan;
5. To approve the 2014 Executive Annual Incentive Plan;
6. To approve the 2014 Key Employee Stock Plan; and
7. To transact such other business as may properly come before the meeting or any adjournments thereof.
Shareholders of record at the close of business on July 22, 201429, 2016 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
Please vote by proxy in one of these ways:
Use the toll-free telephone number shown on your proxy card or voting instructions form (if you receive proxy materials from a broker or bank); |
Visit the Internet website at www.proxyvote.com; or |
Sign, date and promptly return your proxy card in the postage-prepaid envelope provided. |
By Order of the | ||
JoannaJia | ||
Corporate Secretary | ||
August 12, 2016 | ||
Hoboken, New Jersey |
August 8, 2014
Hoboken, New Jersey
Your vote is important to us. Whether or not you plan to be present at the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returning the proxy card, voting via the Internet or by telephone does not affect your right to vote in person or online, if you attend the Annual Meeting.
111 River Street, Hoboken, NJ 07030-5774, U.S.
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www.wiley.com
www.wiley.com
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of John Wiley & Sons, Inc. (the “Company” or “Wiley”) of proxies to be used at the Annual Meeting of Shareholders to be held on September 22, 2016 at the time and place set forth in the accompanying Notice of Meeting and at any and all adjournments thereof. This Proxy Statement and accompanying forms of proxy relating to each class of Common Stock, together with the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2016 (“Fiscal 2016”), are first being sent or given to shareholders on August 12, 2016.
The executive offices of the Company are at 111 River Street, Hoboken, New Jersey 07030-5774.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be held on September 22, 2016
This year we are again using the “Notice and Access” system adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to the delivery of proxy materials over the Internet. As a result, we mailed you a notice about the Internet availability of the proxy materials instead of paper copies. Shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy of the materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the Notice of Meeting. We believe that the Notice and Access rules will allow us to use Internet technology that many shareholders prefer, assure more prompt delivery of the proxy materials, lower our cost of printing and delivering the proxy materials, and minimize the environmental impact of printing paper copies.
The Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.
Table ofContents
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Table of Contents
VOTING SECURITIES, RECORD DATE, PRINCIPAL HOLDERS
At the close of business on July 29, 2016, there were 48,424,638 shares of Class A Common Stock, par value $1.00 per share (the “Class A Stock”), and 9,197,827 shares of Class B Common Stock, par value $1.00 per share (the “Class B Stock”), issued and outstanding and entitled to vote. Only shareholders of record at the close of business on July 29, 2016 are entitled to vote at the Annual Meeting of Shareholders on the matters that come before the Annual Meeting.
The holders of Class A Stock, voting as a class, are entitled to elect four (4) directors, and the holders of Class B Stock, voting as a class, are entitled to elect seven (7) directors. Each outstanding share of Class A Stock and Class B Stock is entitled to one vote for each Class A or Class B director, respectively. The presence in person or by proxy of a majority of the outstanding shares of Class A Stock or Class B Stock entitled to vote for directors designated as Class A or Class B directors, as the case may be, will constitute a quorum for the purpose of voting to elect that class of directors. All elections shall be determined by a plurality of the class of shares voting thereon. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee will not be counted toward such nominee’s achievement of a plurality.
The holders of the Class A Stock and Class B Stock vote together as a single class on all other business that properly comes before the Annual Meeting, with each outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote and each outstanding share of Class B Stock entitled to one vote.
Proposals 2 and 3 require approval by a majority of votes cast at the Annual Meeting. Abstentions and broker non-votes are not counted in determining the votes cast for “non-routine” proposals, but do have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated.
If you are a beneficial shareholder and your broker holds your shares in its name, the broker is permitted to vote your shares on proposal 2 even if the broker does not receive voting instructions from you as the proposal is considered a “routine.”
The following table and footnotes set forth, at the close of business on July 29, 2016, information concerning each person of record, or known to the Company to own beneficially, or who might be deemed to own, 5% or more of its outstanding shares of Class A Stock or Class B Stock. The percentage of ownership is calculated based on 48,424,638 outstanding shares of Class A Stock and 9,197,827 outstanding shares of Class B Stock on July 29, 2016. The table below was prepared from the records of the Company and from information furnished to it. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described above.
Security Ownership of Certain Beneficial Owners
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Name and Address | Title Of Class | Amount And Nature Of Beneficial Ownership | Percent Of Class | Percentage Of Voting Power |
E.P. Hamilton Trusts, LLC(1) | A | 462,338 | 0.95% | 0.33% |
965 Mission Street | B | 8,125,536 | 88.34% | 57.87% |
San Francisco, CA | ||||
Deborah E. Wiley(2)(3)(4)(5) | A | 1,253,976 | 2.59% | 0.89% |
111 River Street | B | 60,260 | 0.66% | 0.43% |
Hoboken, NJ | ||||
Peter Booth Wiley(2)(3)(4)(5) | A | 1,227,738 | 2.54% | 0.87% |
111 River Street | B | 18,642 | 0.20% | 0.13% |
Hoboken, NJ |
Name and Address | Title Of Class | Amount And Nature Of Beneficial Ownership | Percent Of Class | Percentage Of Voting Power |
Bradford Wiley II(2)(3)(4)(5) | A | 948,692 | 1.96% | 0.68% |
111 River Street | ||||
Hoboken, NJ | ||||
Franklin Advisory Services LLC(6) | A | 4,986,078 | 10.30% | 3.55% |
55 Challenger Road 5th floor | ||||
Ridgefield Park, NJ 07660-2107 | ||||
The Vanguard Group, Inc.(6) | A | 3,844,326 | 7.94% | 2.74% |
100 Vanguard Boulevard V 26 | ||||
Malvern, PA 19355-2331 | ||||
SSgA Funds Management, Inc.(6) | A | 3,075,210 | 6.35% | 2.19% |
State Street Financial Center | ||||
1 Lincoln Street | ||||
Boston, MA 02111-2901 | ||||
BlackRock Fund Advisors(6) | A | 3,011,031 | 6.22% | 2.14% |
400 Howard Street | ||||
San Francisco, CA 94105-2618 |
Name and Address | Class of Stock | Common Stock Owned Beneficially | Percent of Class | Percent of Total Voting Power | |||||||||||
E.P. Hamilton Trusts, LLC(1) | A | 462,338 | 1 | % | .03 | % | |||||||||
965 Mission Street | B | 8,125,536 | 86 | % | 56 | % | |||||||||
San Francisco, CA | |||||||||||||||
Deborah E. Wiley(2)(3)(4)(5) | A | 1,253,976 | 2.6 | % | 1 | % | |||||||||
111 River Street | B | 60,260 | 0.6 | % | 0.6 | % | |||||||||
Hoboken, NJ | |||||||||||||||
Peter Booth Wiley(2)(3)(5) | A | 1,227,578 | 2 | % | 0.8 | % | |||||||||
111 River Street | B | 18,642 | .01 | % | .01 | % | |||||||||
Hoboken, NJ | |||||||||||||||
Bradford Wiley II(2)(3)(6) | A | 1,046,952 | 2.1 | % | 0.7 | % | |||||||||
111 River Street | B | 105,643 | 1.0 | % | 0.7 | % | |||||||||
Hoboken, NJ | |||||||||||||||
Pioneer Investment Management, Inc.(7) | A | 3,480,020 | 7.4 | % | 2.4 | % | |||||||||
60 State Street | |||||||||||||||
Boston, MA | |||||||||||||||
Investment Manager |
Name and Address | Class of Stock | Common Stock Owned Beneficially | Percent of Class | Percent of Total Voting Power | |||||||||||
Franklin Advisory(7) | A | 4,107,817 | 8.2 | % | 2.7 | % | |||||||||
One Parker Plaza | |||||||||||||||
Fort Lee, NJ 07024 | |||||||||||||||
Capital Research and Management Co.(7) | A | 3,520,683 | 7.1 | % | 2.4 | % | |||||||||
333 South Hope Street | |||||||||||||||
55th Floor | |||||||||||||||
Los Angeles, CA 90071 | |||||||||||||||
The Vanguard Group, Inc.(7) | A | 2,879,607 | 5.7 | % | 1.8 | % | |||||||||
455 Devon Park Drive | |||||||||||||||
Wayne, PA 19087-1815 | |||||||||||||||
BlackRock Fund Advisors(7) | A | 2,502,868 | 5 | % | 1.6 | % | |||||||||
40 East 52nd Street, 2nd Floor | |||||||||||||||
New York, NY, USA 10022 |
(1) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as members of the E.P. Hamilton Trusts, LLC established for the purpose of investing in, owning and managing securities of John Wiley & Sons, Inc., share investment and voting power. Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley as members of the E.P. Hamilton Trusts LLC, share voting and investment power with respect to 462,338 shares of Class A Stock and 8,125,536 shares of Class B Stock. |
(2) | ||
Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as co-trustees, share voting and investment power with respect to 55,072 shares of Class A Stock and 36,720 shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of this table, each is shown as the owner of one-third of such shares. |
Includes 540 shares of Class A Stock and 8,160 shares of Class B Stock of which Deborah E. Wiley is custodian for minor children. |
Includes 400,000 shares of indirectly owned Class A Common Stock representing a membership interest in WG6 |
(5) | Bradford Wiley II, Deborah E. Wiley and Peter Booth Wiley, as general partners of a limited partnership, share voting and investment power with respect to 301,645 shares of Class A Stock. For purposes of this table, each is shown as the owner of one-third of such shares. |
(6) | ||
Based on filings with the Securities and Exchange Commission, including filings as March 30, 2016 pursuant to Rule 13f-1 of the Securities Exchange Act of 1934, and other information deemed reliable by the Company. |
PROPOSALS ON WHICH YOU MAY VOTE
Proposal 1. Election of Directors’ Nominees for the Board of Directors
Process for Identifying and Evaluating Nominees for Director
The Board annually recommends the slate of director nominees for election by the shareholders at the Annual Meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified individuals to stand for election, regardless of whether the current directors, a search firm or shareholders recommend the potential nominee. The Governance Committee has the authority to independently engage the services of a third-party search firm or other consultant to assist in
identifying and screening potential director nominees, and has engaged a third-party search firm to do so. The full Board reviews and has final approval on all potential director nominees being recommended to the shareholders for election to the Board.
The Board and the Governance Committee consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:
(1) The Board seeks qualified individuals who, taken together, represent the required diversity of skills, backgrounds and experience for the Board taken as a whole; (2) A director should have the required expertise and experience, should have a proven record of professional success and leadership and should be able to offer advice and guidance to the Company; (3) A director should possess the highest personal and professional ethics, integrity and values; must be inquisitive and objective and have the ability to exercise practical and sound business judgment; (4) A director should have the ability to work effectively with others; (5) Assuming that a potential director nominee possesses the required skills, background and experience, the Board also considers ethnic and gender diversity (it should be noted that of the eleven director nominees standing for election, three are female and two are minorities); (6) A majority of directors should be independent; and (7) A director retires from the Board at the annual meeting following his or her 70th birthday, unless an exception is approved by the Board.
The Company’s Board has identified the following skill sets that are most important to the successful implementation of the Company’s long-range strategic plan: industry experience; strategic planning/business development/managerial experience; financial literacy or expertise; marketing experience; general operations/manufacturing experience; international experience; information technology experience; government relations/regulatory agency experience; and management development and compensation experience. Information about each director nominee’s specific experience, qualifications and skills can be found in the biographical information below.
There are eleven (11) nominees for election this year. Detailed information on each nominee is provided on pages 6 to 9. Except when the Board fills a vacancy occurring during the year preceding the next Annual Meeting of Shareholders, all directors are elected annually and serve a one-year term until the next Annual Meeting.
Eleven (11) directors are to be elected to hold office until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. Unless contrary instructions are indicated or the proxy is previously revoked, it is the intention of management to vote proxies received for the election of the persons named below as directors. Directors of each class are elected by a plurality of votes cast by that class. If you do not wish your shares to be voted for particular nominees, please so indicate in the space provided on the proxy card, or follow the directions given by the telephone voting service or the Internet voting site. The holders of Class A Stock are entitled to elect 30% of the entire Board and if 30% of the authorized number of directors is not a whole number, the holders of Class A Stock are entitled to elect the nearest higher whole number of directors that is at least 30% of such membership. As a consequence, four (4) directors will be elected by the holders of Class A Stock. The holders of Class B Stock are entitled to elect seven (7) directors.
All of the nominees are currently directors of the Company and were elected to their present terms of office at the Annual Meeting of Shareholders held in October 2015, except Laurie A. Leshin who was elected to the Board effective November 16, 2015 to fill the vacancy created by the resignation of Jean-Lou Chameau and William Pence who was elected to the Board effective May 1, 2016 to fill the vacancy created by the resignation of Linda Katehi. Except as otherwise indicated below, all of the nominees have been engaged in their present principal occupations or in executive capacities with the same employers for more than the past five years. The Company’s By-Laws provide for mandatory retirement of directors at age 70, but gives the Board discretion to nominate for election a candidate who, by reason of having attained age 70, would otherwise not be qualified to serve if the Board deems that special circumstances justify such action. Messrs. Peter Booth Wiley and Eduardo Menascé reached age 73 and 71, respectively as of the 2016 Annual Meeting of Shareholders and each have tendered their resignations to the Board and will not be standing for reelection at the Annual Meeting.
William Pence, joined the Wiley board on May 1, 2016 and is Global Chief Technology Officer at AOL. In this role he leads all aspects of AOL’s global technology strategy, platform development and external technology partnerships, as well as plays a key leadership role in the overall strategy and direction of AOL. He also leads the newly established Area 51, focused on synchronizing innovation efforts across AOL’s venture investments, incubators, university relations, and internal R&D. He is an accomplished leader in the digital technology industry with over Before joining AOL, Mr. Pence served as Executive Vice President and Chief Technology Officer of WebMD from 2007 to 2014 as well as Chief Operating Officer of WebMD from 2012 to 2014. At WebMD, he led many cross-company initiatives that drove innovative new products, improved operational efficiencies and user experiences for consumers and advertiser partners. He also drove technology and corporate operations improvement through automation, cloud technology and data management systems. Mr. Pence was instrumental in mobile product efforts across WebMD’s properties as well as the company’s global expansion. Prior to WebMD, Mr. Pence served as Chief Technology Officer and Senior Vice President at Napster from 2003 to 2007. From 2001 to 2003, he served as Senior Vice President and Chief Technology Officer of Pressplay, a Universal Music Group/Sony Music Entertainment joint venture, and from 2000 to 2001 he served as Senior Vice President and Chief Technology Officer of Universal Music Group. Previously, Mr. Pence spent more than a decade at IBM. Age 53. Mr. Pence’s qualifications for service on the Company’s board include: (i) 25 years of experience in developing and bringing innovative technology based products to market and (ii) operating experience as |
Kalpana Raina, a director since 2009, is Managing Partner of 252 Solutions, LLC, an advisory firm, since 2007. Previously, Ms. Raina was a senior executive with The Bank of New York Mellon Corp. She joined the bank in 1988 and held a variety of leadership positions Ms. Raina’s qualifications for service on the Company’s Board |
Directors to be Elected by Class B Shareholders and Their Qualifications |
Mark J. Allinwas appointed the Company’s 12th President and Chief Executive Officer on June 1, 2015 and was simultaneously appointed to the Board. Mr. Allin joined Wiley with the acquisition of Capstone Publishing in 2000 (which he co-founded), after holding numerous senior positions at Blackwell Publishing, Simon & Schuster, and Pearson. In 2003, he became Vice President and Managing Director, Wiley Asia, before being promoted to Executive Vice President, Professional Development, in 2010 and then Chief Operating Officer in 2015. Mr. Allin’s publishing career has spanned three decades and began after studying at Anglia Ruskin University in the United Kingdom and working as a teacher in Zimbabwe. Age 55. Mr. Allin’s qualifications for service on the Company’s Board include: (i) 30 years of publishing experience; (ii) 13 years of service as a senior executive at the Company; (iii) extensive international publishing experience with the Company and previous employers; and (iv) significant experience in businesses in pursuit of the Company’s strategic goals including leading acquisitions and developing new markets in Asia. | ||
Matthew S. Kissner was elected Chairman of the Board of Directors of John Wiley & Sons, Inc., in October 2015, having served as a director of the company since Mr. Kissner’s extensive leadership experience includes several senior positions with Pitney Bowes, where he led a number of businesses, as well as leadership roles with Bankers Trust, Citibank, and Morgan Stanley. He has also been a private equity operating partner focusing on business, financial, and healthcare services. Mr. Kissner is an alumnus of New York University, where he obtained an MBA and a BS in Education, both with honors. | ||
Mari J. Baker, a director since 2011, has held a number of executive officer positions in public and private companies primarily in technology fields, including roles as CEO of PlayFirst, Inc. and Navigenics, Inc., COO of Velti, plc (NASDAQ:VELT), President of BabyCenter, Inc., a Johnson and Johnson company (NYSE: JNJ), and SVP/General Manager at Intuit, Inc. (NASDAQ: INTU). She has been involved in the venture capital community, including serving as executive-in-residence at Kleiner Perkins Caulfield and Byers; in the higher education community, as a Trustee of Stanford University as well as an Advisor to the Clayman Institute at Stanford; and in the executive leadership community, through her service as an officer in Young Presidents Organization. Age | ||
Raymond W. McDaniel, Jr., a director since 2005, has been Chief Executive Officer of Moody’s Corporation since April 2005. From 2005 – April 2012 he also served as Chairman of Moody’s Corporation. In April 2012 he was named President of Moody’s Corporation in addition to Chief Executive Officer. He previously served as Chief Operating Officer of Moody’s Corporation from January 2004; President of Moody’s Corporation from October 2004; and President of Moody’s Investors Service since 2001. In prior assignments with Moody’s, he served as Senior Managing Director for Global Ratings & Research; Managing Director for International; and Director of Moody’s Europe, based in London. He has been a member of Moody’s Corporation Board of Directors since 2003. In 2015 Mr. Mr. McDaniel’s qualifications for service on the Company’s Board include: (i) |
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65. Mr. Pesce’s qualifications for service on the Company’s Board of Directors include: (i) over three decades of experience in publishing; (ii) 13 years as President and Chief Executive Officer, a period in which the Company recorded double-digit compound annual growth in revenue, EPS and the Company’s stock price, while being named to several “best companies” lists; and |
William B. Plummer, a director since 2003, has been Executive Vice President and Chief Financial Officer of United Rentals, Inc. since December 2008. Previously he was Executive Vice President and Chief Financial Officer of Dow Jones & Company, Inc. from September 2006 to December 2007. Prior to that he was Vice President & Treasurer of Alcoa, Inc. since 2000. Before joining Alcoa, he was with Mead Corporation as President, Gilbert Paper Division during 2000; Vice President, Corporate Strategy and Planning from 1998 to 2000; and Treasurer from 1997 to 1998. Prior to joining Mead, he held a number of increasingly responsible positions with the General Electric Company, most recently as Vice President, Equity Capital Group, General Electric Capital Corporation from 1995 to 1997. Mr. Plummer Mr. Plummer’s qualifications for service on the Company’s Board | ||
Jesse Wiley, a director since 2012, has been an employee Mr. Wiley’s qualifications for service on the Company’s Board include experience in many functions of the Company’s businesses, including marketing and editorial and working at the forefront of digital publishing and learning, developing new products and business | ||
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Fiscal 2012 | Fiscal 2013 | Fiscal 2014 | Average | ||||||||||||||||
(a) | Performance/ Restricted Shares | 272,000 | 296,000 | 348,000 | |||||||||||||||
(b) | Stock Options | 411,000 | 394,000 | 322,000 | |||||||||||||||
(c) | Total Shares Granted | 683,000 | 690,000 | 670,000 | |||||||||||||||
(d) | Weighted-Average Common Shares Outstanding (Basic) | 60,184,000 | 59,447,000 | 58,635,000 | |||||||||||||||
(e) | Share Usage (c)/(d) | 1.13 | % | 1.16 | % | 1.14 | % | 1.14 | % |
The Board |
Proposal 2. Ratification of KPMG as Independent Accounting Firm
The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. On June 23, 2016, the Audit Committee appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal year 2017. Although the Company is not required to do so, we are submitting the selection of KPMG for ratification by the shareholders because we believe it is a matter of good corporate practice.
The Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire to do so, and such representatives are expected to be available to respond to appropriate questions.
Unless contrary instructions are noted thereon, the proxies will be voted in favor of the following resolution, which will be submitted at the Annual Meeting:
“RESOLVED, that the appointment by the Audit Committee of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2017 be, and it hereby is, ratified.”
In the event that the foregoing proposal is defeated, the adverse vote will be considered by the Audit Committee in its selection of auditors for the following year. However, because of the difficulty and expense of making any substitution of auditors so long after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ending April 30, 2017 will be permitted to stand unless the Audit Committee finds other good reason for making a change. If the proposal is adopted, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the fiscal year if it believes that such a change would be in the best interests of the Company and its shareholders.
The Board of Directors recommends that you vote “FOR” the ratification of the appointment of independent public accountants.
Proposal 3. Advisory Vote on Executive Compensation
We are requesting that shareholders indicate their approval of our Named Executive Officers’ compensation, as described in the compensation tables and Compensation Discussion and Analysis set forth in this Proxy Statement. This proposal, known as a “say-on-pay” proposal, allows shareholders the opportunity to express their views on these matters. The “say on pay” vote is an advisory vote, which is therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the views of our shareholders are important to the Company, and will be given careful consideration by the Company, the Compensation Committee and the Board of Directors.
Compensation for our Named Executive Officers in Fiscal 2016 was consistent with the principles of our compensation philosophy and reflects our financial performance, the cumulative return to shareholders in Fiscal 2016 and the overall stability and achievements of the executive team. Our compensation philosophy is designed to (i) align the Company’s goals with shareholder interests; (ii) attract and retain world-class talent; (iii) pay competitively compared with our peer group and the marketplace; and (iv) reward superior performance and limit rewards for performance below targets. Our Fiscal 2016 compensation packages reflect these guiding principles.
The discussion set forth in the Compensation Discussion and Analysis on pages 24 to 54 of this Proxy Statement provides a complete discussion of our compensation programs and policies, including design, implementation, oversight, administration, ongoing review and risk assessment of our programs and policies. Our Compensation Committee and Board of Directors believe that our compensation programs and policies are designed and carried out to allow us to achieve our business goals and reflect the guiding principles of our compensation philosophy.
A vote “FOR” approval will be a vote in favor of the following resolution:
“RESOLVED, that the shareholders of John Wiley & Sons, Inc. hereby approve on an advisory basis the compensation of the Company’s Named Executive Officers, as described in the compensation tables, narrative discussion and Compensation Discussion and Analysis, set forth in this Proxy Statement.”
The Board Of Directors Recommends A Vote “For” Approval, On An Advisory Basis, Of The Compensation Of John Wiley & Sons, Inc.’s Named Executive Officers As Disclosed In This Proxy Statement.
GOVERNANCE OF THE COMPANY AND BOARD STRUCTURE
The Company’s Board of Directors is elected annually by the shareholders to provide oversight so that the long-term interests of the shareholders are served. The Company’s business is conducted by its employees under the direction of the CEO and with the oversight of the Board.
Board of Directors and Corporate Governance
Director Independence
The Board is currently composed of thirteen (13) members. Messrs. Peter Booth Wiley and Eduardo Menascé have each tendered their resignations to the Board and will not be standing for reelection at the Annual Meeting. Jesse Wiley is a member of the Wiley family. The Board has affirmatively determined that all of our directors, except Mark Allin and Jesse Wiley meet the independence guidelines the Board sets forth in its Corporate Governance Principles which are published on our web site at http://www.wiley.com/WileyCDA/Section/id-301708.html.
Board Leadership Structure
The Board of Directors is currently led by Matthew S. Kissner, our independent Non-Executive Chairman. Mark Allin, our President and Chief Executive Officer is also a member of the Board of Directors.
Meetings of the Board of Directors are called to order and led by the Chairman. All members of the Board are elected annually.
The Board of Directors believes separating the roles of Chairman and Chief Executive Officer allows our Chief Executive Officer to focus on developing and implementing the Company’s strategic business plans and managing the Company’s day-to-day business operations and allows our Chairman to lead the Board of Directors in its oversight and advisory roles. Because of the many responsibilities of the Board of Directors and the significant amount of time and effort required by each of the Chairman and Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Board of Directors also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability.
For the foregoing reasons, the Board of Directors has determined that its leadership structure is appropriate and in the best interests of the Company’s shareholders.
Other Governance Practices
Non-Management Executive Sessions:The Board has regularly scheduled non-management executive sessions of non-management directors following each Board meeting.
Orientation and Continuing Education: The Company’s new directors are required to attend orientation sessions. The Company also conducts ongoing training or continuing director education for its Board members and is supportive of, and reimburses its directors for, attending director education programs.
Annual Meeting:The Company does not have a policy that requires the attendance of all directors at the Annual Meetings, but it has been a long-standing practice for directors to attend. In October 2015, all directors standing for election attended the Annual Meeting.
Annual Evaluation:The Board annually conducts a self-evaluation of the Board and itsindividual members, including the Chairman of the Board.
During Fiscal 2016, the Board engaged a third party facilitator to help administer the annual Board Evaluation. The objective of the annual evaluation is to ensure that the Board is functioning at a high level and is providing the best value and performance for the Company’s stakeholders, management and employees. The Board’s Governance Committee is responsible for the design and administration of the annual Board evaluation process and uses a variety of methods to produce an evaluation of the full Board, Board committees and individual directors. The information obtained from the annual evaluations is used to direct future Board agendas, ensure good communication with management and to review future board candidate qualifications.
Code of Ethics. The Company has adopted a Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of the Company. The Company also maintains a Code of Ethics policy for its Senior Financial Officers. The Code of Ethics is posted on the Company’s website at www.wiley.com/WileyCDA/Section/id-301715.html. The Company intends to satisfy the disclosure requirements regarding any amendments to, or waivers from, a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on its website.
Committees of the Board of Directors and Certain Other Information Concerning the Board
Committee Structure
The Board has established four standing committees: the Audit Committee, the Executive Compensation & Development Committee, the Governance Committee, and the Executive Committee. During 2016, the Board formed the Technology Committee and appointed Jesse Wiley as Committee Chairman. Each Committee conducts an annual self-evaluation of performance and reviews compliance with the current charter of the committee. The Board reviews and approves the committee charters annually. Copies of the committee charters can be found on our website at www.wiley.com.
The following table indicates Board membership and total meetings of the Board and its standing committees in Fiscal 2016:
Name | Board | Audit | Compensation | Executive | Governance | Technology |
Mark J. Allin | X | X | ||||
Mari Jean Baker | X | C* | X | |||
George Bell | X | X | C* | |||
Matthew S. Kissner | C* | |||||
Raymond W. McDaniel, Jr. | X | X | X | |||
Eduardo Menascé** | X | X | ||||
Laurie A. Leshin | X | X | ||||
William Pence | X | X | ||||
William J. Pesce | X | C* | X | |||
William B. Plummer | X | X | X | |||
Kalpana Raina | X | C* | ||||
Jesse Wiley | X | X | C* | |||
Peter Booth Wiley ** | X | X | ||||
Fiscal 2016 Meetings | 11 | 6 | 6 | 7 | 6 | 2 |
Name | Board | Audit | Compensation | Executive | Governance | |||||||||||||||||
Mari Jean Baker | X | X | X | |||||||||||||||||||
Linda P.B. Katehi | X | X | ||||||||||||||||||||
Matthew S. Kissner | X | X* | ||||||||||||||||||||
Raymond W. McDaniel, Jr. | X | X* | ||||||||||||||||||||
Eduardo Menascé | X | X* | X* | |||||||||||||||||||
William J. Pesce | X | X | X | |||||||||||||||||||
William B. Plummer | X | X | X | |||||||||||||||||||
Kalpana Raina | X | X | ||||||||||||||||||||
Stephen M. Smith | X | X | X | |||||||||||||||||||
Jesse Wiley | X | X | ||||||||||||||||||||
Peter Booth Wiley | X* | |||||||||||||||||||||
FY2014 Meetings | 9 | 6 | 5 | 1 | 4 |
Note: Mr. Pesce was appointed Chair of the Executive Committee on October 1, 2015. Mr. Jesse Wiley has been the Chair of the Technology meeting since November 1, 2015. Mr. Pence joined the Technology Committee on May 1, 2016. |
** | Messrs. Peter Booth Wiley and Eduardo Menascé have each tendered their resignations to the Board and will not be standing for reelection at the 2016 Annual Meeting. |
During Fiscal 2016, all of the Directors attended at least 75% of the meetings of the Board of Directors and the respective committees of the Board of Directors of which they were a member.
Executive Committee. The Executive Committee exercises the powers of the Board as appropriate in any case where immediate action is required and the matter is such that an emergency meeting of the full Board is not deemed necessary or possible. In Fiscal 2016, the Executive Committee was delegated the additional role of holding quarterly reviews with the CEO and the Chairman to review their performance versus objectives and to report findings to the Executive Compensation and Development Committee and the Governance Committee regarding the performance of the CEO and the Chairman, respectively.
Audit Committee.The Audit Committee assists the Board in fulfilling its fiduciary responsibilities relating to the Company’s financial statements filed with the SEC, accounting policies, adequacy of disclosures, internal controls and reporting practices of the Company and its subsidiaries; reviews Company policies with respect to risk management and risk assessment; evaluates, retains, compensates and, if appropriate, terminates the services of the independent public accounting firm engaged to audit the Company’s financial statements, including reviewing and discussing with such firm their independence and whether providing any permitted non-audit services is compatible with their independence; maintains financial oversight of the Company’s employees’ retirement and other benefit plans and makes recommendations to the Board with respect to such matters; oversight of the Company’s Enterprise Resources Platform (ERP); and reviews and approves related person transactions. The Committee holds discussions with management prior to the release of quarterly earnings, and also reviews quarterly results prior to filings.
During 2016, oversight of the ERP was delegated to the newly formed Technology Committee, as described below.
The Board has determined that all members of the Committee are “audit committee financial experts,” as defined under the SEC rules. All members of the Committee are independent under the rules of the New York Stock Exchange (the “NYSE”) and are financially literate under the NYSE rules.
The Audit Committee Charter is available on the Company’s website at: http://www.wiley.com/WileyCDA/Section/id-301711.html.
Executive Compensation and Development Committee.The Executive Compensation and Development Committee (“ECDC” or the “Compensation Committee”) evaluates the performance of the CEO and reports its decisions to the Board; reviews and approves the principles, policies and programs for compensation and benefit programs company-wide, and monitors the implementation and administration of such programs; oversees compliance with governmental regulations and accounting standards with respect to employee compensation and benefit programs; monitors executive development practices in order to insure succession alternatives for the organization; and grants options and makes awards under the 2014 Key Employee Stock Plan. All members of the Committee are outside directors as defined by Treasury Regulation Section 1.162-27(e)(3) under Section 162 (m) of the Internal Revenue Code.
For Fiscal 2016, the performance reviews of the Chief Executive Officer were delegated to the Executive Committee. Such delegation will be reviewed annually and will be continued, altered or rescinded as necessary. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determined the CEO’s compensation, and discussed its recommendation with the Board in executive session.
The Compensation Committee Charter is available on the Company’s website at:http://www.wiley.com/WileyCDA/Section/id-301712.html.
Governance Committee.The Governance Committee assists the Board in the selection of Board members by identifying appropriate general qualifications and criteria for directors as well as qualified candidates for election to the Board; assists the Chairman of the Board in proposing committee assignments; assists the Board in evaluating, maintaining and improving its own effectiveness; evaluates the Chairman of the Board’s performance; evaluates director compensation and benefits; and makes recommendations to the Board regarding corporate governance policies.
Shareholders who wish to recommend a director candidate to the Governance Committee should follow the procedures set forth under “Deadline for Submission of Shareholder Proposals” on page 57 of this proxy statement. The recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications.
The Governance Committee Charter is available on the Company’s website at:http://www.wiley.com/WileyCDA/Section/id-301714.html.
Technology Committee. The Technology Committee assists the Board in fulfilling oversight responsibilities by reviewing, giving guidance and making recommendations to management and the Board related to the Company’s technology strategy, initiatives and investments in support
of overall Company strategy and performance. The role of this Committee will be reviewed annually and revised as deemed necessary.
The Technology Committee Charter is available on the Company’s website at:http://www.wiley.com/WileyCDA/Section/id-828130.html.
Board and Committee Oversight of Risk
Management of risk is the direct responsibility of the Company’s President & CEO and the executive leadership team. The Board has oversight responsibility, focusing on the adequacy of the Company’s risk management and risk mitigation processes.
The Company’s Board of Directors administers its risk oversight function directly and through its Audit Committee, Executive Compensation & Development Committee and Technology Committee. The Board receives regular reports from these committees, which include reports on those areas over which they have risk oversight responsibility, as appropriate.
Audit Committee:The Audit Committee has oversight responsibility for Enterprise Risk Management (ERM), and specifically, oversight of major financial risk exposures, including litigation and compliance risk and the steps management has taken to monitor and mitigate such exposures. The Committee also receives regular updates from management, including the General Counsel, on litigation risk.
Executive Compensation & Development Committee:The Compensation Committee has oversight responsibility for the management of risk relating to the Company’s annual and long-term compensation program. The Committee ensures that the Company’s annual and long-term incentive plans do not incentivize or encourage excessive or unnecessary risk-taking.
Technology Committee: The Technology Committee has oversight responsibility of risks related the Company’s management and development of technology, primarily those relevant to customer facing products and services, and internal IT systems. The Committee receives regular updates from management on risks in these areas, including data and enterprise security.
How Do We Address Risk in Our Compensation Program?
The Company’s compensation program is designed to attract, retain, motivate and reward talented executives and colleagues whose efforts will enable the Company to produce superior results and maximize return to shareholders. Our pay-for-performance philosophy focuses colleagues’ efforts on delivering short-term and long-term financial success for our shareholders without encouraging excessive risk taking. The Compensation Committee, which consists entirely of independent Board members, oversees the executive compensation program for the named executive officers, as well as other senior officers of the Company.
The following is a description of both Compensation Committee and management processes related to the compensation risk assessment process, as well as a description of the Company’s compensation risk mitigation techniques.
The Compensation Committee reviews and approves the annual and long-term plan performance measures and goals annually. This includes setting appropriate threshold and outstanding performance levels for each performance metric. As a part of this process, the Compensation Committee focuses on what behavior it is attempting to incentivize and the potential associated risks. The Compensation Committee periodically receives financial information from the Chief Financial Officer, and information on accounting matters that may have an impact on the performance goals, including any material changes in accounting methodology and information about extraordinary/special items excluded in the evaluation of performance, as permitted by the 2014 Executive Annual Incentive Plan and the 2014 Key Employee Stock Plan (i.e. the shareholder plans), so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. Members of the Compensation Committee approve the final incentive compensation awards after reviewing executive, corporate and business performance, and may utilize negative discretion if they believe the level of compensation is not commensurate with performance.
The following compensation policies and practices serve to reduce the likelihood of excessive risk taking:
An appropriate compensation mix that is designed to balance the emphasis on |
The majority of incentive compensation for top level executives is associated with the long term performance of the Company. This discourages short-term risk taking. |
The |
Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a mix of financial metrics that are in line with operating and strategic plans. |
· | Financial performance measures used for our annual incentive plan are different than the performance measures used in our long-term incentive plan. |
A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance. |
Financial targets are appropriately set, and if not achieved, result in a large percentage loss of compensation. |
Executive and broad-based incentive plans cap the maximum award payable to any individual. Annual and long-term incentive plans have a maximum payout of 1.5 times the target amount. |
Recoupment or “clawback” provisions for top executives and key finance executives in the event that an executive’s conduct leads to a restatement of the Company’s financial results. |
Stock ownership guidelines and stock retention requirements for our named executive officers, other senior officers and directors discourage excessive risk taking. |
We are confident that our compensation program rewards for performance, is aligned with the interests of our shareholders and does not involve risks that are reasonably likely to have a material adverse effect on the Company. A more detailed discussion of the Company’s executive compensation program can be found in the Compensation Discussion and Analysis beginning on page 24.
Transactions with Related Persons
We are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family members of such persons. The term “transaction” is broadly defined under Securities and Exchange Commission rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness or any series of similar transactions, arrangements or relationships.
The Company’s Board of Directors has adopted a written policy that requires the Chief Executive Officer to review and approve any related party transactions with respect to executive officers, and the Audit Committee to review and approve related person transactions with respect to directors, director nominees, and the Chief Executive Officer. Such transactions will only be approved after taking into consideration whether the transaction is fair and reasonable and is consistent with the best interests of the Company. Factors to be taken into account in making the determination may include the business purpose of the transaction, whether the transaction is entered into on an arms-length basis on terms fair to the Company, and whether the transaction would violate the provisions of the Company’s Business Conduct and Ethics Policy.
Based on information available to us and provided to us by our Directors and executive officers, we do not believe that there were any such material transactions in effect during Fiscal 2016, or that any such material transactions are proposed to be entered into during Fiscal 2017.
Corporate Governance Principles
To promote the best corporate governance practices, the Company adheres to the Corporate Governance Principles set forth below, many of which have been in effect for more than a decade. The Board of Directors and management believe that these Principles, which are consistent with the requirements of the Securities and Exchange Commission and the New York Stock Exchange, are in the best interests of the Company, its shareholders and other stakeholders, including employees, authors, customers and suppliers. The Board is responsible for ensuring that the Company has a management team capable of representing these interests and of achieving superior business performance.
Pursuant to the NYSE rules, the Company is considered a “controlled company,” defined as a company where more than 50 percent of the voting power is held by an individual, a group, or another company. As such, the Company would be exempt from certain corporate governance standards. However, the Board believes it is in the best interest of the Company and its shareholders to abide by all of the NYSE listing rules, except for the requirement that the Governance Committee be comprised of independent directors only. The Board has chosen to take an exemption to this requirement because it believes that a Wiley family member’s participation on this Committee will result in a collaborative process to promote the highest standards in the recruitment of new directors and in governance generally.
The Board, which is elected annually by the shareholders, exercises oversight and has final authority and responsibility with respect to the Company’s affairs, except with respect to those matters reserved to shareholders. All major decisions are considered by the Board as a whole.
The Board appoints the Chief Executive Officer (“CEO”) and other corporate officers, acts as an advisor to and resource for management, and monitors management’s performance.
The Board plans for the succession of the CEO. In Fiscal 2016, decisions regarding the CEO’s compensation were determined by the Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee. The Compensation Committee, based on an evaluation of the CEO’s performance by the Executive Committee, determines the CEO’s compensation, and discusses its recommendation with the Board in executive session.. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:
a) | reviews the Company’s business and strategic plans and actual operating performance; |
b) | reviews and approves the Company’s financial objectives, investment plans and programs; and |
c) | provides oversight of internal and external audit processes and financial reporting. |
II. | Director Independence |
Stephen M. Smith,Former President and Chief Executive OfficerMr. Smith retired on June 1, 2015 |
John A. Kritzmacher,Chief Financial Officer & Executive Vice President, | |||
· | Gary Rinck,Executive Vice President, General Counsel |
· | John W. Semel, Executive Vice President and Chief Strategy Officer |
· | Jeffrey L. Sugerman,Executive Vice President, Talent Solutions and Education Services |
All references to President and Chief Executive Officer, or “CEO,” in the remainder of this CD&A apply to Mr. Allin. |
Executive Summary |
Fiscal Year Highlights |
|
The Company’s fiscal year 2014
Our largest and most profitable business, Research journals, delivered steady operational performance |
· | Revenue of $1.727 billion, flat to prior year |
· | Excludes adverse non-cash impact of shift to
|
Steady | ||||
Share of revenue from digital and solutions now at |
Adjusted Earnings Per Share (“EPS”) of | |||
· | Excludes adverse non-cash impact of shift to time-based journal subscriptions ($0.42 per share), foreign exchange, and certain charges and credits |
· | Includes significant investment in ERP and related systems development, and investment in Solutions businesses |
· | Free cash flow (“FCF”) of $219M, a decrease of $28M over prior year due to increased investment in ERP and related systems development |
Executive Compensation Program
We urge stockholders to read our Annual Report for the fiscal year ended April 30, |
Executive Compensation Program | The Company’s executive compensation programs are designed to foster and maintain
|
The following chart provides a brief summary of the principal elements of the Company’s executive compensation program for |
Compensation Element | ||||||||||
Objective | Performance | 2016 Actions / Results | ||||||||
Base Salary (Discussed in greater | Fixed annual cash, paid on a semi-monthly | Fixed compensation that is externally competitive with median market rates, and allows us to attract and retain executive talent. | Increases in base salary reflect market positioning, economic conditions, and the Compensation Committee’s assessment of Company and individual performance over the prior year. | The Company’s budget for US Three of the NEOs | ||||||
Annual Incentives (Discussed in greater | Variable, performance-based cash bonus, paid on an annual | Motivate the executive to contribute to the Company’s success in achieving annual corporate and business financial goals and strategic objectives. | 75% of the target annual incentive is based on financial goals, including corporate and business revenue, EPS and business Payout can range from 0% to 150% of target. | Target incentives for the NEOs range from Actual short-term incentives earned by the NEOs ranged from |
Compensation Element | Form | Compensation Objective | Relation to Performance | 2016 Actions / Results | ||||||
Long-Term (Discussed in greater | Performance share units are granted each year | Motivates the executive to contribute to the Company’s success in achieving long-term corporate financial goals that drive shareholder value. | Cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) and cumulative FCF are the performance measures used, with a weight of 60% and 40%, respectively. Payout can range from 0% to 150% of target. | NEOs received For the Beginning with the Fiscal 2017-19 cycle, 60% of long-term stock-based incentives will be in | ||||||
Non-qualified stock options granted each year, with vesting 50% on April | Ensures alignment of executive and shareholder interests and rewards increases in stock price. | Exercise price of | June Beginning in | |||||||
Restricted share units granted each year, payable as equivalent Class A shares upon vesting | Promotes retention objective and facilitates stock ownership, expediting achievement of the stock ownership multiple. | The value of restricted share units is directly correlated with improvements in stock price. | June 2015 grants of restricted shareunits Beginning in Fiscal 2017, 40% of long-term stock-based incentives will be in the form of restricted share units. |
In addition to the principal compensation elements noted above, one-time supplemental long-term incentives are periodically used in situations where specific focus on a multi-year initiative is required. The one-time supplemental long-term incentives granted in Fiscal 2016 are more fully discussed on page 37. |
The Company also provides the following health and retirement benefits to our senior executives, |
Benefit | Purpose | |||||||
Health and Welfare Benefits (Discussed in greaterdetail on page | Flexible benefits program provided to all US employees, where “flex dollars” are provided to help | Health and welfare benefits are market competitive and are provided primarily for the safety and well-being of the executive and his/her family. | ||||||
Retirement Plans (Discussed in greaterdetail on page | Qualified Defined Contribution Savings Plan (401(k)), provided to all US employees | Qualified savings plan benefits, including company basic, matching and discretionary contributions, are market competitive and provide Company contributionsto the US-based 401(k)were enhancedfollowing the cessationof accruals and freezeof participation in theUS defined benefitretirement plans,effective July 1, 2013. | ||||||
Qualified Defined Benefit Retirement Plan, provided to US employees hired before July 2012 | Qualified retirement plan benefits provide additional The Company ceasedaccruals and frozeparticipation in theUS Retirement Plan,effective June 30, 2013. | |||||||
Non-qualified Supplemental Benefit Plan (the “Excess Plan”), provided to US employees hired before July 2012 with pay in excess of IRC section 401(a)(17) limit on eligible compensation | Restores benefits lost under the qualified Retirement Plan due to limitations imposed by Internal Revenue Code regulations to the same level as other colleagues who are not restricted by Internal Revenue Code limitations. The Company ceasedaccruals and frozeparticipation in the | |||||||
Non-qualified Supplemental Executive Retirement Plan (the “SERP”) | Provides executives who entered the SERP prior to June 2013 with enhanced retirement income due to tax rules governing qualified retirement plans that place significant limitations on the benefits which can be paid to executives. The Company ceasedaccruals and frozeparticipation in the |
Non-qualified Deferred Compensation Plan (“DCP”) | Enables US executives to prepare for future financial security by allowing the deferral of otherwise taxable income on a pre-tax basis, with various investment options and flexible payment options. Provides for Company contributions mirroring those made under the qualified Savings Plan. Company contributionsto the DCP wereenhanced following thecessation of accrualsand freeze ofparticipation in theUS defined benefitretirement plans,effective July 1, 2013. |
Benefit | Form | Purpose | ||||||
Retirement Plans (continued) (Discussed in greater detail on page38.) | The John Wiley & Sons Limited Retirement Benefits Scheme (“UK Qualified Plan”) | Approved (qualified) retirement plan benefits are market competitive and provide retirement income for UK employees on a defined benefit basis in addition to providing an incentive for a long-term career with the Company. This scheme is closed to new | entrants and accruals based on service froze as of April 30, 2015. | |||||
The Unapproved Supplemental UK Plan (the “UK | Restores benefits “lost” under the UK Qualified Plan due to limitations imposed by the UK Revenue authorities to the same level as other colleagues in the UK Qualified Plan who are not affected by those restrictions. This UK | was closed to new entrants and accruals based on service froze as of April 30, 2015. | ||||||
Perquisites (Discussed in greaterdetail on page | Financial planning, tax preparation, | Limited perquisites are provided primarily for the financial security and productivity of the executive. |
The table below highlights our current compensation practices – those we have implemented because we believe they drive performance and are aligned with sound governance standards |
Executive Compensation Practices We Have Implemented (What We Do) | Executive Compensation Practices We HaveNotImplemented (What We Don’t Do) | |||||
ü | We ensure a correlation between pay and performance by having a significant portion of compensation that is performance-based and at-risk. Payment of the performance-based compensation is based on achievement of corporate and business financial goals and individual performance against pre-set strategic objectives. Different financial metrics are used in our annual and long-term incentive plans. | X | We prohibit the repricing of stock options and stock appreciation rights without shareholder approval. We also do not allow cash buyouts for underwater stock options or stock appreciation rights without shareholder approval. | |||
ü | We review | X | We do not pay dividends on unearned performance-based equity awards. | |||
ü | We mitigate risk by: | X | We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company. | |||
· | placing substantial emphasis on | |||||
· | setting performance levels that correspond to a range of | |||||
· | capping payouts of annual and long-term performance-based compensation; | |||||
· | including clawback provisions in our annual and long-term incentive plans; | |||||
· | strictly prohibiting hedging activities in our Insider Trading Policy; and | |||||
· | requiring retention of 50% of the net shares upon exercise or vesting until the stock ownership multiple is met. | |||||
ü | We have competitive post-employment and change in control provisions that apply to all executive officers. | X | We do not provide significant additional health and retirement benefits to executive officers that differ from those provided to all other employees. |
Executive Compensation Practices We Have Implemented (What We Do) | Executive Compensation Practices We HaveNot Implemented (What We Don’t Do) | |||||
ü | We have double-trigger vesting of equity awards following a change in control when the acquiring company is a publicly traded company and outstanding equity is assumed or replaced. | X | We do not provide excise tax gross-ups upon a change of control. | |||
ü | We generally provide limited perquisites that we believe are beneficial to the Company. | X | We do not provide tax gross-ups on perquisites. | |||
ü | The Compensation Committee, currently composed of | X | The Compensation Committee’s independent compensation consulting firm does not provide any other services to the Company. |
The following changes to our executive compensation program were implemented during |
The |
CEO Realizable Pay | To demonstrate the linkage between CEO pay and Company performance / changes in shareholder value, a comparison of realizable pay to reported pay and | |
Compensation Element | Fiscal 2012 | Fiscal 2013 | Fiscal 2014 | ||||||||
Cash Compensation | |||||||||||
Base Salary | $800 | $833 | $869 | ||||||||
Annual Incentive Earned | $930 | $753 | $1,435 | ||||||||
Total Cash Compensation | $1,730 | $1,586 | $2,304 | ||||||||
Long-Term Incentives | |||||||||||
Value of Realized Awards at Exercise/Vesting | $855 | $347 | $1,307 | ||||||||
Change in Value of Outstanding Awards at FYE | –$401 | –$1,306 | $8,790 | ||||||||
Total | $454 | –$958 | $10,097 | ||||||||
Total Realizable Compensation | $2,184 | $627 | $12,401 | ||||||||
Summary Compensation Table Values ($000s) | |||||||||||
Compensation Element | Fiscal 2012 | Fiscal 2013 | Fiscal 2014 | ||||||||
Base Salary | $800 | $833 | $869 | ||||||||
Annual Incentive | 930 | 753 | 1,435 | ||||||||
Stock Awards | 1,982 | 961 | 1,403 | ||||||||
Stock Options | 1,428 | 1,229 | 608 | ||||||||
Total | $5,140 | $3,776 | $4,315 |
Realizable Compensation Analysis ($000s) | |||||||||||||
Compensation Element | Fiscal 2014 (Smith) | Fiscal 2015 (Smith) | Fiscal 2016 (Allin) | ||||||||||
Cash Compensation | |||||||||||||
Base Salary | $869 | $913 | $738 | ||||||||||
Annual Incentive Earned | 1,435 | 1,137 | 875 | ||||||||||
Total Cash Compensation | $2,304 | $2,050 | $1,613 | ||||||||||
Long-Term Incentives | |||||||||||||
Value of Realized Awards at Exercise/Vesting | $1,307 | $1,757 | $226 | ||||||||||
Change in Value of Outstanding Awards at FYE | 8,790 | -1,197 | -7,913 | ||||||||||
Total | $10,097 | $559 | -$7,687 | ||||||||||
Total Realizable Compensation | $12,401 | $2,609 | -$6,075 | ||||||||||
Summary Compensation Table Values ($000s) | |||||||||||||
Compensation Element | Fiscal 2014 (Smith) | Fiscal 2015 (Smith) | Fiscal 2016 (Allin) | ||||||||||
Base Salary | $869 | $913 | $738 | ||||||||||
Annual Incentive | 1,435 | 1,137 | 875 | ||||||||||
Stock Awards | 1,403 | 1,493 | 2,284 | ||||||||||
Stock Options | 608 | 641 | 499 | ||||||||||
Total | $4,315 | $4,183 | $4,395 |
The Company provides shareholders with an annual “say-on-pay” advisory vote to approve its executive compensation, in accordance with Section 14A of the Exchange Act. At the |
compensation program and the sound governance practices in place at Wiley. As noted above in the Executive Summary, the Company has adopted governance practices that it believes best serve |
Compensation Principles and Practices | |||
Principles of Wiley’s Executive Compensation | The following principles and practices shaped the design and implementation of the Company’s compensation program for |
·The compensation mix is designed to | ||||
·Senior executives, including the NEOs, have a significant, ongoing ownership stake in the Company to strengthen the alignment of our executives’ interests with those of our shareholders. | ||||
·The program is competitive with the total compensation |
Role of Compensation Consultant | The Compensation Committee, currently composed of | ||
Following are the services provided to the Compensation Committee by FW Cook during |
· Provided market and custom peer-group analysis and a competitive range of target compensation based on the Company’s compensation philosophy for executive officers, | ||||
· Monitored the Company’s executive compensation program and | ||||
·Proactively | ||||
·Proactively |
Roles of the Compensation Committee and Management in Recommending Compensation | As described in greater detail below, individual base salaries, annual cash incentive awards and long-term incentive grant amounts are determined | ||
Determination of Target Compensation Levels | |||
Compensation Philosophy | The Company’s executive compensation program for the executive officers consists of base salary, targeted cash | ||
Compensation Benchmarking | The |
Each year, compensation decisions covering base salary, annual incentives and stock-based awards are primarily driven by assessments of individual and Company performance. Comparisons are also made to the compensation survey data. Individual annual and long-term incentive payments from preceding years are not a significant factor in determining recommendations for the total compensation opportunity for an upcoming year. | |||
Compensation for the | |||
Weighting of Pay Compensation | As noted more fully below and in other sections of this Proxy Statement, a significant portion of target total direct compensation (defined as base salary, target annual incentives and the target value of |
We believe that this pay mix, with | ||
Compensation Elements | ||
Base salaries |
the executive officer in his / her role, | ||
Annual | Annual incentives are intended to motivate and reward senior executives for achieving short-term | |
incentive. Financial goals are based upon a strategic plan presented to and approved by the Board of Directors annually. At the end of the |
Following are the |
Target Annual Incentive as a % of Base Salary | ||||||
Mark J. Allin | 110 | % | ||||
John A. Kritzmacher | 95 | % | ||||
75 | % | |||||
85 | % | |||||
70 | % |
The | ||||||
For the 75% of the annual incentive that is based on financial measures, corporate financial performance metrics are used for corporate NEOs, and a combination of corporate (weighted at 25%) and relevant business performance metrics (weighted at 75%) are used for business | ||||||
Fiscal year |
In |
2014 | 2014 | |||||||||||
Threshold | 2014 | Outstanding | ||||||||||
Performance | Target | Performance | 2014 | |||||||||
Financial Objective | Weight | Level | Amount | Level | Results | |||||||
Revenue ($000s) | 30% | 95% | $1,799,000 | 105% | $1,772,995 | |||||||
EPS | 40% | 90% | $2.90 | 110% | $3.08 | |||||||
Normalized FCF ($000s) | 30% | 90% | $250,000 | 110% | $279,100 |
Financial Objective | Weight | 2016 Threshold Performance Level | 2016 Target Amount | 2016 Outstanding Performance Level | 2016 Results | |||||||
Revenue ($000s) | 50% | 97% | $1,818,000 | 103% | $1,798,600 | |||||||
EPS | 50% | 93% | $2.89 | 107% | $3.03 |
Note: | Financial results used for incentive payment purposes | ||
Quantitative and qualitative strategic objectives for |
· Increase efficiency, simplify business processes and |
An evaluation of each executive officer’s achievement of |
There were no specific weightings for each of the preceding goals, and achievement of the strategic objectives was based on the Compensation Committee’s qualitative assessment. The key strategic accomplishments | ||
Payout of the financial and strategic objectives portions of the annual incentives as a percentage of target, and total |
Named Executive Officer | Payout of Financial-Based Incentive as a % of Target | Payout of Strategic Objectives Incentive as a % of Target | Total Annual Incentive Payout as a % of Target | ||||||||||
Mark J. Allin | 108.1 | % | 100 | % | 106.1 | % | |||||||
John A. Kritzmacher | 108.1 | % | 130 | % | 113.6 | % | |||||||
Gary Rinck | 108.1 | % | 90 | % | 103.6 | % | |||||||
John W. Semel | 108.1 | % | 90 | % | 103.6 | % | |||||||
Jeffrey L. Sugerman | 106.7 | % | 120 | % | 110.1 | % |
Payout of | Payout of | ||||||||||
Financial-Based | Strategic Objectives | Total Annual | |||||||||
Incentive as a % | Incentive as a % | Incentive Payout | |||||||||
Named Executive Officer | of Target | of Target | as a % of Target | ||||||||
Stephen M. Smith | 123.2% | 135% | 126.2% | ||||||||
Ellis E. Cousens | 123.2% | 135% | 126.2% | ||||||||
John A. Kritzmacher | 123.2% | 125% | 123.7% | ||||||||
Steven J. Miron | 105.7% | 115% | 108.0% | ||||||||
Gary Rinck | 123.2% | 125% | 123.7% | ||||||||
Mark J. Allin | 81.7% | 140% | 96.3% |
Long-Term Stock-Based | Incentives | Long-term incentives are intended to motivate and reward executive officers for achieving long-term (three-year) business objectives that drive Company performance. The long-term incentive compensation program for executive officers consists of annual grants of |
The Compensation Committee believes the new mix of equity provides an appropriate balance between risk and potential reward by tying realizable compensation directly to pre-established performance goals and future increases in stock price, provides alignment with shareholder interests, and serves as an effective retention tool for superior performers. In administering the long-term incentive program, the Compensation Committee considers data from the executive compensation survey previously discussed, |
· | |||
For the | |||
For the Fiscal 2014-16 performance cycle, EPS achievement was achieved at 102% of target, and FCF achievement was 100.4% of target, resulting in a payout of 106.9% of the targeted number of shares for this performance cycle. For participants of the Executive Long-Term Incentive Plan, dividend equivalents are paid on earned shares over the additional vesting period following the end of the performance cycle.
Financial Objective | Fiscal 2014-16 Threshold Performance Level | Fiscal 2014-16 Target Amount | Fiscal 2014-16 Outstanding Performance Level | Fiscal 2014-16 Results | ||||||||
EPS | 90% | $3.75 | 110% | $3.82 | ||||||||
Normalized FCF ($000s) | 92% | $845,000 | 108% | $848,288 |
Financial Objective | FY2012-14 Threshold Performance Level | FY2012-14 Target Amount | FY2012-14 Outstanding PerformanceLevel | FY2012-14 Results | ||||||||||
EPS | 90% | $3.81 | 110% | $3.23 | ||||||||||
Normalized FCF ($000s) | 85% | $810,000 | 115% | $833,500 |
Note: | Financial results used for long-term incentive payment purposes | ||
Following are the Fiscal 2014-16 performance shares earned for the NEOs as a percentage of target:
Named Executive Officer | Target Performance Shares for the Fiscal 2014-16 Cycle | Earned Performance Shares for the Fiscal 2014-16 Cycle | Total Payout as a % of Target | |||||
Stephen M. Smith | 17,000 | 18,173 | 106.9% | |||||
Mark J. Allin | 5,800 | 6,200 | 106.9% | |||||
John A. Kritzmacher | 10,000 | 10,690 | 106.9% | |||||
Gary Rinck | 6,300 | 6,735 | 106.9% | |||||
John W. Semel | 2,500 | 2,673 | 106.9% | |||||
Jeffrey L. Sugerman | 1,900 | 2,031 | 106.9% |
The NEOs’ target performance shares for the Fiscal 2016-18 performance cycle are included in the Grants of Plan-Based Awards Table on page 42. Mr. Smith’s target and earned shares for this performance cycle are prorated, reflecting his retirement on June 1, 2015.
Named Executive Officer | Target Performance Shares for the FY2011–13 Cycle | Earned Performance Shares for the FY2011–13 Cycle | Total Payout as a % of Target | ||||||
Stephen M. Smith | 20,000 | 9,540 | 47.7% | ||||||
Ellis E. Cousens | 10,000 | 4,770 | 47.7% | ||||||
Steven J. Miron | 5,000 | 2,385 | 47.7% | ||||||
Gary Rinck | 6,000 | 2,862 | 47.7% | ||||||
Mark J. Allin | 4,500 | 2,147 | 47.7% |
Stock options |
Restricted share units |
Equity award grants are made using a ten-day trailing average stock price from the date five business days after the release of the Company’s year-end earnings.
One-Time Supplemental Long-Term Incentives |
In Fiscal 2016, Messrs. Kritzmacher and Sugerman were granted one-time supplemental long-term incentives, payable in cash based on performance at the end of Fiscal 2017. Both awards also include a service component. Half of Mr. Kritzmacher’s $500,000 long-term cash incentive is payable based on achievement of an agreed set of technology-related milestones, between 0% and 150% of target. The other half is service-based, payable at the end of Fiscal 2017. Two-thirds of Mr. Sugerman’ s $900,000 long-term cash incentive is payable based on achievement of long-term revenue and CTP goals for the Talent Solutions and Education Services business, between 0% and 150% of target. The other one-third is service-based, payable at the end of Fiscal 2017. These long-term cash awards will be included on the SCT when earned, in Fiscal 2017.
Stock Ownership Guidelines | The Compensation Committee believes that the ultimate goal of the long-term incentive program is to align the interests of Company stockholders and management. To reinforce this principle, the Compensation Committee established stock ownership guidelines for all executive officers participating in the long-term incentive program. The ownership guideline for the |
Shares owned outright |
Half of the performance share units earned (i.e.where the performance cycle has been completed), but not yet vested. (Assumes half will be surrendered to pay taxes.) |
Half of | ||||
Messrs. Allin, Kritzmacher, Semel and Sugerman are relatively new to their roles and are making progress toward meeting their ownership targets.
For all equity grants awarded during and after June 2011, there is a stock retention requirement for our executive officers, including the NEOs, that requires retention of 50% of the net shares acquired upon the exercise of stock options or the vesting of performance share units and restricted shares/share units until the executive satisfies the stock ownership salary multiple.
Clawback Provision | To ensure that our compensation program does not encourage excessive risk taking | |
Hedging Prohibited | As part of an Insider Trading Policy, the Company strictly prohibits any type of hedging activity, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and/or exchange funds. | |
Retirement and Post-Employment Benefits | All NEOs are eligible to participate in the Company’s qualified savings and retirement plans, as described further starting on page | |
·Nonqualified Supplemental Benefit Plan (the “Excess Plan”).The Excess Plan was adopted by the Board of Directors to restore benefits that cannot be provided under the Employees’ Retirement Plan of John Wiley & Sons, Inc. (“US Retirement Plan”) due to limitations imposed by the Internal Revenue Code. Participation in and accruals under the Excess Plan were frozen as of June 30, 2013. | ||||
·Supplemental Executive Retirement Plan (the “SERP”). | ||||
47. ·Deferred Compensation Plan (the “DCP”).The Deferred Compensation Plan was adopted by the Board of Directors to provide the opportunity to defer compensation for those executives who are not able to take full advantage of the Company’s qualified |
Savings Plan because of tax rules limiting contributions. In conjunction with the freeze of the |
UK Unapproved Supplemental Plan (the “UK Non-Qualified Plan”).The UK Non-Qualified Plan was adopted by the Board of Directors to restore benefits for selected individuals that cannot be provided under the UK Qualified Plan due to limitations imposed by Her Majesty’s Revenue & Customs. | ||||
Participation in and service-related accruals under the UK Non-Qualified Plan were frozen as of April 30, 2015. |
As noted above, the Company ceased accruals and froze participation in the US defined benefit retirement plans, including the US Retirement Plan, the Excess Plan, and the SERP, effective June 30, 2013. At the same time, the Company enhanced its Defined Contribution Savings Plan (401(k)) and the DCP. Service-related accruals under the UK Qualified Plan and the UK Non-Qualified Plan were frozen as of April 30, 2015, and colleagues previously accruing benefits under the UK Qualified Plan became covered by the UK Group Personal Pension Plan (GPPP), a UK tax-qualified defined contribution arrangement.
Health and Welfare Benefits | The Company provides or makes available a number of health and welfare benefits, such as medical, dental, vision, life, accident and long-term disability insurance to all US-based | |
Perquisites and Other Benefits | The Company provides limited perquisites and other personal benefits to the NEOs, of which the incremental cost to the Company in the aggregate is generally in the range of $10,000 to $18,000 annually. These taxable benefits are provided primarily for the financial security and productivity of executives, which allows greater focus on Wiley business activities. These limited perquisites primarily consist of financial planning and tax preparation, an allowance for business and health club memberships, parking in the headquarters building (where appropriate) |
During Fiscal 2016, Mr. Allin | ||
Post-Employment Benefits | Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of base salary as a lump-sum payment, annual incentive, healthcare benefits and accelerated vesting of equity as determined by the provisions in their employment agreements, which are discussed in detail starting on page |
Mr. Smith was inactive due to disability for the last quarter of Fiscal 2015 before his June 1, 2015 retirement. In addition to the retirement benefits noted in the Pension Benefits Table, the distribution noted in the Non-Qualified Deferred Compensation Table, and the equity award treatment noted in the Payments Upon Termination Table, the Compensation Committee approved the following benefits upon Mr. Smith’s disability and subsequent retirement:
· | Accelerated vesting of the second half (18,850) of Mr. Smith’s June 2014 stock options, which would have otherwise been cancelled. |
· | An allowance for relocation of household items, furniture and personal effects from New York City to the UK. |
· | An allowance for tax preparation and consultation services. |
Tax Deductibility of Compensation | Ordinarily it is in the best interest of the Company to retain flexibility in its compensation programs to enable it to appropriately reward, retain and attract executive talent necessary to further the Company’s success. To the extent such goals can be met with compensation that is designed to be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such as the | |
The rules and regulations promulgated under Code Section 162(m) are complex and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Code Section 162(m) limitations will be treated by the Internal Revenue Service as “qualified performance-based compensation” under Code Section 162(m) and/or deductible by the Company.
Closing Statement
The executive compensation program discussed herein is based on our beliefs that:
The quality of our leadership is among the most important determinants of the Company’s success; |
Our ability to attract and retain industry leaders who will ensure our success requires a competitive, performance-based compensation program; |
Our shareholders are best served by providing our executive officers with appropriate financial rewards directly linked to the long-term success of the Company; and |
Our executive officers must share in the risks as well as the rewards of achieving the Company’s challenging performance goals. | ||||
Summary Compensation Table: | Name [a] | Year [b] | Salary ($) [c] | Bonus ($) [d] | Stock Awards ($) [e] | Option Awards ($) [f] | Non- Equity Incentive Plan Compen- sation ($) [g] | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) [h] | All Other Compen- sation ($) [i] | Total ($) [j] | |||||||||
Stephen M. Smith | 2014 | 869,167 | 1,403,315 | 607,800 | 1,434,956 | 714,201 | 138,721 | 5,168,159 | |||||||||||
2013 | 833,333 | 961,200 | 1,229,000 | 752,724 | 1,441,655 | 132,083 | 5,349,996 | ||||||||||||
2012 | 800,000 | 1,982,000 | 1,428,000 | 929,940 | 3,771,050 | 126,598 | 9,037,588 | ||||||||||||
Ellis E. Cousens | 2014 | 676,667 | 857,820 | 117,069 | 44,210 | 1,695,766 | |||||||||||||
2013 | 656,667 | 983,782 | 484,605 | 617,389 | 33,223 | 2,775,666 | |||||||||||||
2012 | 636,667 | 495,500 | 928,200 | 628,320 | 993,032 | 40,589 | 3,722,308 | ||||||||||||
John A. Kritzmacher | 2014 | 525,000 | 913,425 | 607,800 | 667,710 | 100 | 36,150 | 2,750,185 | |||||||||||
Steven J. Miron | 2014 | 512,500 | 383,441 | 160,054 | 528,329 | (194,949 | ) | 32,535 | 1,421,910 | ||||||||||
2013 | 495,833 | 264,330 | 337,975 | 352,183 | 778,754 | 25,376 | 2,254,451 | ||||||||||||
2012 | 469,167 | 247,750 | 357,000 | 381,811 | 1,263,740 | 26,770 | 2,746,238 | ||||||||||||
Gary Rinck | 2014 | 512,500 | 347,864 | 144,859 | 477,598 | 320,715 | 38,149 | 1,841,685 | |||||||||||
2013 | 497,500 | 288,360 | 307,250 | 280,031 | 358,896 | 18,327 | 1,750,364 | ||||||||||||
2012 | 482,500 | 297,300 | 357,000 | 357,112 | 560,472 | 43,885 | 2,098,269 | ||||||||||||
Mark J. Allin | 2014 | 421,623 | 320,193 | 132,703 | 388,137 | (106,894 | ) | 95,232 | 1,250,994 | ||||||||||
2013 | 399,253 | 216,270 | 320,769 | 310,748 | 651,647 | 226,671 | 2,125,359 | ||||||||||||
2012 | 385,266 | 222,975 | 372,708 | 344,798 | 600,746 | 41,698 | 1,968,191 |
We believe that the Company’s executive compensation program meets the goals and objectives discussed above.
Mr. Smith retired as CEO on June 1, 2015, following a period of disability. Mr. Allin became CEO on June 1, 2015.
Summary Compensation Table: | Name [a] | Year [b] | Salary ($) [c] | Bonus ($) [d] | Stock Awards ($) [e] | Option Awards ($) [f] | Non-Equity Incentive Plan Compensation ($) [g] | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) [h] | All Other Compen- sation ($) [i] | Total ($) [j] | |||||||||||
Stephen M. Smith | 2016 | 71,263 | 647,335 | 124,988 | 843,585 | ||||||||||||||||
2015 | 912,500 | 1,492,500 | 640,900 | 1,137,304 | 498,877 | 164,882 | 4,846,963 | ||||||||||||||
2014 | 869,167 | 1,403,315 | 607,800 | 1,434,956 | 714,201 | 138,721 | 5,168,159 | ||||||||||||||
Mark J. Allin | 2016 | 737,500 | 2,283,832 | 498,845 | 875,119 | 108,462 | 202,305 | 4,706,063 | |||||||||||||
2015 | 472,870 | 334,320 | 167,620 | 309,836 | 332,866 | 140,450 | 1,757,962 | ||||||||||||||
2014 | 421,623 | 320,193 | 132,703 | 388,137 | (106,894) | 95,232 | 1,250,994 | ||||||||||||||
John A. Kritzmacher | 2016 | 645,000 | 745,787 | 319,485 | 701,326 | 1,074 | 79,970 | 2,492,641 | |||||||||||||
2015 | 616,667 | 728,340 | 311,100 | 593,712 | 1,312 | 78,447 | 2,329,577 | ||||||||||||||
2014 | 525,000 | 913,425 | 607,800 | 667,710 | 100 | 36,150 | 2,750,185 | ||||||||||||||
Gary Rinck | 2016 | 543,333 | 352,737 | 151,040 | 423,363 | 199,047 | 54,549 | 1,724,069 | |||||||||||||
2015 | 531,667 | 352,230 | 149,600 | 359,319 | 503,614 | 51,300 | 1,947,730 | ||||||||||||||
2014 | 512,500 | 347,864 | 144,859 | 477,598 | 320,715 | 38,149 | 1,841,685 | ||||||||||||||
John W. Semel | 2016 | 450,000 | 307,945 | 132,013 | 396,175 | 24,522 | 34,147 | 1,344,802 | |||||||||||||
2015 | 394,625 | 167,160 | 71,400 | 281,204 | 38,682 | 36,040 | 989,111 | ||||||||||||||
Jeffrey Sugerman | 2016 | 375,000 | 179,728 | 76,995 | 288,914 | (1,839) | 181,831 | 1,100,629 |
(c): | The 2014 base salary reported in this column for Mr. |
(e): | The amounts reported in this column consist of |
(f): | The amounts reported in this column consist of stock options granted under the Company’s 2009 and 2014 Key Employee Stock |
(g): | The total annual incentive for |
(h): | Messrs. Smith and Allin’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using a British £ to US $ conversion factor |
of |
Mr. Allin |
Additional US pension accruals ceased as of the US plans’ freeze. |
The change in pension value is mostly attributable to the net effects of changing the discount rates, decrease in the discount period, revising the mortality table, and updating the UK exchange rates for UK pension |
(i): | All Other Compensation consists of the following in |
Employer contributions to the Company 401(k) plan and Deferred Compensation Plan for Messrs. Smith, |
Perquisites (financial planning, health club membership fees, parking benefits) for Messrs. Smith, |
· | |||
Mr. Allin | |||
Grants of Plan-Based Awards Table: | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number ofSecurities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | |||||||||||||||||
Name [a] | Grant Date [b] | Threshold ($) [c] | Target ($) [d] | Maximum ($) [e] | Threshold (#) [f] | Target (#) [g] | Maximum (#) [h] | Units (#) [i] | Options (#) [j] | Awards ($/Sh) [k] | Awards ($) [l] | ||||||||||||
Stephen M. Smith | 6/19/2013 | 568,750 | 1,137,500 | 1,706,250 | |||||||||||||||||||
6/25/2013 | 12,750 | 25,500 | 38,250 | 39.53 | 1,008,015 | ||||||||||||||||||
6/25/2013 | 10,000 | 39.53 | 395,300 | ||||||||||||||||||||
6/25/2013 | 60,000 | 39.53 | 607,800 | ||||||||||||||||||||
Ellis E. Cousens | 6/19/2013 | 340,000 | 680,000 | 1,020,000 | |||||||||||||||||||
John A. Kritzmacher | 6/17/2013 | 12,500 | 41.45 | 518,125 | |||||||||||||||||||
6/19/2013 | 270,000 | 540,000 | 810,000 | ||||||||||||||||||||
6/25/2013 | 5,000 | 10,000 | 15,000 | 39.53 | 395,300 | ||||||||||||||||||
6/25/2013 | 60,000 | 39.53 | 607,800 | ||||||||||||||||||||
Steven J. Miron | 6/19/2013 | 244,625 | 489,250 | 733,875 | |||||||||||||||||||
6/25/2013 | 3,450 | 6,900 | 10,350 | 39.53 | 272,757 | ||||||||||||||||||
6/25/2013 | 2,800 | 39.53 | 110,684 | ||||||||||||||||||||
6/25/2013 | 15,800 | 39.53 | 160,054 | ||||||||||||||||||||
Gary Rinck | 6/19/2013 | 193,125 | 386,250 | 579,375 | |||||||||||||||||||
6/25/2013 | 3,150 | 6,300 | 9,450 | 39.53 | 249,039 | ||||||||||||||||||
6/25/2013 | 2,500 | 39.53 | 98,825 | ||||||||||||||||||||
6/25/2013 | 14,300 | 39.53 | 144,859 | ||||||||||||||||||||
Mark J. Allin | 6/19/2013 | 201,476 | 402,951 | 604,427 | |||||||||||||||||||
6/25/2013 | 2,900 | 5,800 | 8,700 | 39.53 | 229,274 | ||||||||||||||||||
6/25/2013 | 2,300 | 39.53 | 90,919 | ||||||||||||||||||||
6/25/2013 | 15,196 | 39.53 | 153,935 |
· | The Compensation Committee agreed to provide Mr. Allin with an allowance of $20,000 per month to be reviewed annually and used to cover dual UK and US living expenses, and personal travel for himself and his family between the UK and the US, since part of his family continues to reside in the UK. |
· | The Compensation Committee agreed to provide Mr. Sugerman with an allowance of $12,500 per month to cover relocation, dual housing and living expenses. |
· | The following NEO’s requested and received a cash donation from the Company to organizations pursuant to the Company’s Matching Gift Program: Mr. Kritzmacher - $5,000, Mr. Semel - $500, and Mr. Sugerman - $1,000. |
Grants of Plan-Based Awards During Fiscal 2016: | All Other Stock Awards: Number of Shares of Stock or Units (#) [i] | All Other Option Awards: Number of Securities Underlying Options (#) [j] | Exercise or Base Price of Option Awards ($/Sh) [k] | Grant Date Fair Value of Stock and Option Awards ($) [l] | ||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||
Name [a] | Grant Date [b] | Threshold ($) [c] | Target ($) [d] | Maximum ($) [e] | Threshold (#) [f] | Target (#) [g] | Maximum (#) [h] | |||||||||||||||||
Mark J. Allin | 6/24/2015 | 412,500 | 825,000 | 1,237,500 | ||||||||||||||||||||
6/24/2015 | 12,425 | 24,850 | (1) | 37,275 | 55.99 | 1,391,352 | ||||||||||||||||||
6/24/2015 | 10,000 | 55.99 | 559,900 | |||||||||||||||||||||
6/24/2015 | 5,940 | 55.99 | 332,581 | |||||||||||||||||||||
6/24/2015 | 33,820 | 55.99 | 498,845 | |||||||||||||||||||||
John A. Kritzmacher | 6/24/2015 | 308,750 | 617,500 | 926,250 | ||||||||||||||||||||
6/24/2015 | 125,000 | 250,000 | 375,000 | |||||||||||||||||||||
6/24/2015 | 4,755 | 9,510 | 14,265 | 55.99 | 532,465 | |||||||||||||||||||
6/24/2015 | 3,810 | 55.99 | 213,322 | |||||||||||||||||||||
6/24/2015 | 21,660 | 55.99 | 319,485 | |||||||||||||||||||||
Gary Rinck | 6/24/2015 | 204,375 | 408,750 | 613,125 | ||||||||||||||||||||
6/24/2015 | 2,250 | 4,500 | 6,750 | 55.99 | 251,955 | |||||||||||||||||||
6/24/2015 | 1,800 | 55.99 | 100,782 | |||||||||||||||||||||
6/24/2015 | 10,240 | 55.99 | 151,040 | |||||||||||||||||||||
John W. Semel | 6/24/2015 | 191,250 | 382,500 | 573,750 | ||||||||||||||||||||
6/24/2015 | 1,965 | 3,930 | 5,895 | 55.99 | 220,041 | |||||||||||||||||||
6/24/2015 | 1,570 | 55.99 | 87,904 | |||||||||||||||||||||
6/24/2015 | 8,950 | 55.99 | 132,013 | |||||||||||||||||||||
Jeffrey L. Sugerman | 6/24/2015 | 131,250 | 262,500 | 393,750 | ||||||||||||||||||||
3/25/2015 | 300,000 | 600,000 | 900,000 | |||||||||||||||||||||
6/24/2015 | 1,145 | 2,290 | 3,435 | 55.99 | 128,217 | |||||||||||||||||||
6/24/2015 | 920 | 55.99 | 51,511 | |||||||||||||||||||||
6/24/2015 | 5,220 | 55.99 | 76,995 |
(c) to (e): | Represents the annual incentives for |
(f) to (h): | Represents the |
(i): |
(j): | Option grants are awarded on an annual basis, pursuant to the |
(k): | The closing stock price on June |
(l): | The grant date fair value of the |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
Outstanding Equity Awards at Fiscal Year End: | Name [a] | Number of Securities Under- lying Unexer- cised Options (#) Exercisable [b] | Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable [c] | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) [d] | Option Exercise Price ($) [e] | Option Expiration Date [f] | Number of Shares or Units of Stock That Have Not Vested (#) [g] | Market Value of Shares or Units of Stock That Have Not Vested ($) [h] | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) [i] | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) [j] | ||||||||||||||||||||||||
Stephen M. Smith | 17,205 | $ | 38.55 | 6/21/2015 | 8,437 | (1) | 484,790 | 20,000 | 1,149,200 | |||||||||||||||||||||||||
22,940 | $ | 33.05 | 6/21/2016 | 20,000 | (5) | 1,149,200 | 25,500 | 1,465,230 | ||||||||||||||||||||||||||
28,675 | $ | 48.46 | 6/27/2017 | 9,540 | (2) | 548,168 | ||||||||||||||||||||||||||||
28,675 | $ | 47.55 | 6/25/2018 | 10,000 | (4) | 574,600 | ||||||||||||||||||||||||||||
70,000 | $ | 35.04 | 6/24/2019 | |||||||||||||||||||||||||||||||
35,000 | $ | 40.02 | 6/23/2020 | |||||||||||||||||||||||||||||||
35,000 | (1) | $ | 40.02 | 6/23/2020 | ||||||||||||||||||||||||||||||
100,000 | (2) | $ | 49.55 | 6/22/2021 | ||||||||||||||||||||||||||||||
100,000 | (3) | $ | 48.06 | 6/25/2022 | ||||||||||||||||||||||||||||||
60,000 | (4) | $ | 39.53 | 6/24/2023 | ||||||||||||||||||||||||||||||
Ellis E. Cousens | 36,432 | $ | 47.55 | 6/25/2018 | 6,490 | (1) | 372,915 | 7,222 | 414,976 | |||||||||||||||||||||||||
130,000 | $ | 35.04 | 6/24/2019 | 4,770 | (2) | 274,084 | ||||||||||||||||||||||||||||
32,500 | $ | 40.02 | 6/23/2020 | |||||||||||||||||||||||||||||||
32,500 | (1) | $ | 40.02 | 6/23/2020 | ||||||||||||||||||||||||||||||
65,000 | (2) | $ | 49.55 | 6/22/2021 | ||||||||||||||||||||||||||||||
John A. Kritzmacher | 60,000 | (4) | $ | 39.53 | 6/24/2023 | 12,500 | (6) | 718,250 | 10,000 | 574,600 | ||||||||||||||||||||||||
Steven J. Miron | 4,900 | $ | 33.05 | 6/21/2016 | 3,245 | (1) | 186,458 | 5,500 | 316,030 | |||||||||||||||||||||||||
4,400 | $ | 48.46 | 6/27/2017 | 2,385 | (2) | 137,042 | 6,900 | 396,474 | ||||||||||||||||||||||||||
4,600 | $ | 47.55 | 6/25/2018 | 2,800 | (4) | 160,888 | ||||||||||||||||||||||||||||
7,000 | $ | 35.04 | 6/24/2019 | |||||||||||||||||||||||||||||||
12,500 | $ | 40.02 | 6/23/2020 | |||||||||||||||||||||||||||||||
12,500 | (1) | $ | 40.02 | 6/23/2020 | ||||||||||||||||||||||||||||||
25,000 | (2) | $ | 49.55 | 6/22/2021 | ||||||||||||||||||||||||||||||
27,500 | (3) | $ | 48.06 | 6/25/2022 | ||||||||||||||||||||||||||||||
15,800 | (4) | $ | 39.53 | 6/24/2023 | ||||||||||||||||||||||||||||||
Gary Rinck | 30,000 | $ | 48.46 | 6/27/2017 | 3,894 | (1) | 223,749 | 6,000 | 344,760 | |||||||||||||||||||||||||
30,000 | $ | 47.55 | 6/25/2018 | 2,862 | (2) | 164,451 | 6,300 | 361,998 | ||||||||||||||||||||||||||
30,000 | $ | 35.04 | 6/24/2019 | 2,500 | (4) | 143,650 | ||||||||||||||||||||||||||||
12,500 | $ | 40.02 | 6/23/2020 | |||||||||||||||||||||||||||||||
12,500 | (1) | $ | 40.02 | 6/23/2020 | ||||||||||||||||||||||||||||||
25,000 | (2) | $ | 49.55 | 6/22/2021 | ||||||||||||||||||||||||||||||
25,000 | (3) | $ | 48.06 | 6/25/2022 | ||||||||||||||||||||||||||||||
14,300 | (4) | $ | 39.53 | 6/24/2023 | ||||||||||||||||||||||||||||||
Mark Allin | 5,000 | $ | 38.55 | 6/21/2015 | 3,245 | (1) | 186,458 | 4,500 | 258,570 | |||||||||||||||||||||||||
4,100 | $ | 33.05 | 6/21/2016 | 2,147 | (2) | 123,367 | 5,800 | 333,268 | ||||||||||||||||||||||||||
3,500 | $ | 48.46 | 6/27/2017 | 2,300 | (4) | 132,158 | ||||||||||||||||||||||||||||
4,500 | $ | 47.55 | 6/25/2018 | |||||||||||||||||||||||||||||||
7,495 | $ | 35.04 | 6/24/2019 | |||||||||||||||||||||||||||||||
14,338 | $ | 40.02 | 6/23/2020 | |||||||||||||||||||||||||||||||
14,337 | (1) | $ | 40.02 | 6/23/2020 | ||||||||||||||||||||||||||||||
26,100 | (2) | $ | 49.55 | 6/22/2021 | ||||||||||||||||||||||||||||||
26,100 | (3) | $ | 48.06 | 6/25/2022 | ||||||||||||||||||||||||||||||
15,196 | (4) | $ | 39.53 | 6/24/2023 |
Outstanding Equity Awards at Fiscal 2016 Year End: | Name [a] | Number of Securities Underlying Unexercised Options (#) Exercisable [b] | Number of Securities Underlying Unexercised Options (#) Unexercisable [c] | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) [d] | Option Exercise Price ($) [e] | Option Expiration Date [f] | Number of Shares or Units of Stock That Have Not Vested (#) [g] | Market Value of Shares or Units of Stock That Have Not Vested ($) [h] | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) [i] | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) [j] | ||||||||||||||||
Stephen M. Smith | 28,675 | $48.46 | 6/27/2017 | 18,173 | (6) | 1,017,506 | 5,967 | (7) | 334,092 | |||||||||||||||||
28,675 | $47.55 | 5/31/2018 | ||||||||||||||||||||||||
70,000 | $35.04 | 5/31/2018 | ||||||||||||||||||||||||
70,000 | $40.02 | 5/31/2018 | ||||||||||||||||||||||||
100,000 | $49.55 | 5/31/2018 | ||||||||||||||||||||||||
50,000 | 50,000 | (1) | $48.06 | 5/31/2018 | ||||||||||||||||||||||
60,000 | (2) | $39.53 | 5/31/2018 | |||||||||||||||||||||||
37,700 | (3) | $59.70 | 7/29/2018 | |||||||||||||||||||||||
Mark J. Allin | 3,500 | $48.46 | 6/27/2017 | 939 | (1) | 52,575 | 4,000 | (3) | 223,960 | |||||||||||||||||
4,500 | $47.55 | 6/25/2018 | 6,200 | (2) | 347,138 | 24,850 | (5) | 1,391,352 | ||||||||||||||||||
7,495 | $35.04 | 6/24/2019 | 2,300 | (2) | 128,777 | |||||||||||||||||||||
28,675 | $40.02 | 6/23/2020 | 1,600 | (3) | 89,584 | |||||||||||||||||||||
26,100 | $49.55 | 6/22/2021 | 4,455 | (4) | 249,435 | |||||||||||||||||||||
13,050 | 13,050 | (1) | $48.06 | 6/26/2022 | 10,000 | (8) | 559,900 | |||||||||||||||||||
15,196 | (2) | $39.53 | 6/24/2023 | |||||||||||||||||||||||
9,860 | (3) | $59.70 | 6/23/2024 | |||||||||||||||||||||||
8,455 | 25,365 | (4) | $55.99 | 6/23/2025 | ||||||||||||||||||||||
John A. Kritzmacher | 60,000 | (3) | $39.53 | 6/24/2023 | 10,690 | (2) | 598,533 | 8,700 | (3) | 487,113 | ||||||||||||||||
18,300 | (4) | $59.70 | 6/23/2024 | 3,500 | (3) | 195,965 | 9,510 | (5) | 532,465 | |||||||||||||||||
5,415 | 16,245 | $55.99 | 6/23/2025 | 2,858 | (4) | 160,019 | ||||||||||||||||||||
6,250 | (9) | 349,938 | ||||||||||||||||||||||||
Gary Rinck | 30,000 | $47.55 | 6/25/2018 | 1,251 | (1) | 70,043 | 4,200 | (3) | 235,158 | |||||||||||||||||
30,000 | $35.04 | 6/24/2019 | 6,735 | (2) | 377,093 | 4,500 | (5) | 251,955 | ||||||||||||||||||
25,000 | $40.02 | 6/23/2020 | 2,500 | (2) | 139,975 | |||||||||||||||||||||
25,000 | $49.55 | 6/22/2021 | 1,700 | (3) | 95,183 | |||||||||||||||||||||
12,500 | 12,500 | (1) | $48.06 | 6/26/2022 | 1,350 | (4) | 75,587 | |||||||||||||||||||
14,300 | (2) | $39.53 | 6/24/2023 | |||||||||||||||||||||||
8,800 | (3) | $59.70 | 6/23/2024 | |||||||||||||||||||||||
2,560 | 7,680 | (4) | $55.99 | 6/23/2025 | ||||||||||||||||||||||
John W. Semel | 3,150 | $49.55 | 6/22/2021 | 438 | (1) | 24,524 | 2,000 | (3) | 111,980 | |||||||||||||||||
4,100 | 4,100 | (1) | $48.06 | 6/26/2022 | 2,673 | (2) | 149,661 | 3,930 | (5) | 220,041 | ||||||||||||||||
5,700 | (2) | $39.53 | 6/24/2023 | 1,000 | (2) | 55,990 | ||||||||||||||||||||
4,200 | (3) | $59.70 | 6/23/2024 | 800 | (3) | 44,792 | ||||||||||||||||||||
2,237 | 6,713 | (4) | $55.99 | 6/24/2025 | 1,178 | (4) | 65,956 | |||||||||||||||||||
2,237 | 6,713 | (4) | $55.99 | 6/24/2025 | 5,000 | (10) | 279,950 | |||||||||||||||||||
Jeffrey L. Sugerman | 4,400 | (2) | $39.53 | 6/24/2023 | 2,031 | (2) | 113,716 | 1,300 | (3) | 72,787 | ||||||||||||||||
2,700 | (3) | $59.70 | 6/23/2024 | 800 | (2) | 44,792 | 2,290 | (5) | 128,217 | |||||||||||||||||
1,305 | 3,915 | (4) | $55.99 | 6/23/2025 | 500 | (3) | 27,995 | 4,000 | (11) | 223,960 | ||||||||||||||||
690 | (4) | 38,633 |
(1) | Remaining 50% of award vests on April 30, | |
Award vests 50% on April 30, 2017 and 50% on April 30, 2018. |
(3) | Award vests 50% on April 30, 2018 and 50% on April 30, 2019. |
(4) | Remaining 75% of award vests 25% on April 30, 2017, 25% on April 30, 2018 and 25% on April 30, 2019. |
(5) | Award vests 50% on June |
(6) | Award vested 100% on June |
Award vests |
(8) | Remaining 75% of award vests 25% on June 1, 2017, 25% on June 1, 2018 and 25% on June 1, 2019. |
(9) | Remaining 50% of award vested on June 17, 2016. |
(10) | Award vested 100% on September 18, 2016. |
(11) | Award vested 100% on June 30, 2016. |
(e): | The exercise price of all stock options may not be less than 100% of the fair market value of the stock on the date of grant. | ||
(f): | Stock options have a term of 10 years. Stock options continue to vest and can be exercised for three years following retirement, but no later than the expiration of the option. | ||
(g): | |||
(h) and (j): | Based on the April 30, | ||
(i): | Represents the target number of |
Option Exercises and Stock Vested Table: | Option Awards | Stock Awards | ||||||||||||||||
Number of Shares | Number of | |||||||||||||||||
Acquired on | Value Realized | Shares Acquired | Value Realized | |||||||||||||||
Name [a] | Exercise (#) [b] | on Exercise ($) [c] | on Vesting (#) [d] | on Vesting ($) [e] | ||||||||||||||
Stephen M. Smith | 17,205 | $ | 299,400 | 17,537 | $ | 1,007,676 | ||||||||||||
Ellis E. Cousens | 93,568 | $ | 832,204 | 28,890 | $ | 1,660,019 | ||||||||||||
John A. Kritzmacher | — | — | — | — | ||||||||||||||
Steven J. Miron | 6,000 | $ | 109,891 | 4,625 | $ | 265,753 | ||||||||||||
Gary Rinck | 25,000 | $ | 461,250 | 8,094 | $ | 465,081 | ||||||||||||
Mark J. Allin | — | — | 4,505 | $ | 258,857 |
Option Exercises and | Option Awards | Stock Awards | ||||||||||||||||
Stock Vested Table: | Name [a] | Number of Shares Acquired on Exercise (#)[b] | Value Realized on Exercise ($)[c] | Number of Shares Acquired on Vesting (#)[d] | Value Realized on Vesting ($)[e] | |||||||||||||
Stephen M. Smith | 20,000 | $1,162,000 | ||||||||||||||||
10,000 | $581,000 | |||||||||||||||||
7,100 | $412,510 | |||||||||||||||||
4,770 | $277,137 | |||||||||||||||||
8,340 | $453,446 | |||||||||||||||||
Mark J. Allin | 3,430 | $43,742 | 1,074 | $53,260 | ||||||||||||||
670 | $8,717 | 938 | $46,515 | |||||||||||||||
1,485 | $73,641 | |||||||||||||||||
John A. Kritzmacher | 6,250 | $359,188 | ||||||||||||||||
952 | $47,210 | |||||||||||||||||
Gary Rinck | 1,431 | $70,963 | ||||||||||||||||
1,251 | $62,037 | |||||||||||||||||
450 | $22,316 | |||||||||||||||||
John W. Semel | 1,350 | $22,900 | 438 | $21,720 | ||||||||||||||
1,200 | $20,276 | 417 | $20,679 | |||||||||||||||
850 | $14,228 | 392 | $19,439 | |||||||||||||||
3,150 | $22,709 | |||||||||||||||||
Jeffrey L. Sugerman | 230 | $11,406 |
(c): | The value realized on exercise represents the excess of the fair market value of the underlying securities purchased on the date of exercise over the exercise price contained in the option. | ||
(d): | Vesting of the second half of the | ||
(e): | The value realized on the vesting of restricted stock awards represents the value of stock no longer subject to a risk of forfeiture or other restrictions, obtained by multiplying the number of shares of stock released from such restrictions by the closing market price of Class A |
Pension Benefits Table: | Present Value of | |||||||||||||||
Number of Years | Accumulated | Payments During | ||||||||||||||
Credited Service | Benefit(3) | Last Fiscal Year | ||||||||||||||
Name | Plan | (#) | ($) | ($) | ||||||||||||
[a] | [b] | [c] | [d] | [e] | ||||||||||||
Stephen M. Smith | Qualified Plan | 11 | 350,971 | 0 | ||||||||||||
Excess Plan | 11 | 845,789 | 0 | |||||||||||||
SERP | 21 | 4,590,012 | 0 | |||||||||||||
UK Qualified Plan(1)(2) | 10 | 2,583,851 | 0 | |||||||||||||
UK Non-Qualified Benefit(1)(2) | 10 | 2,038,334 | 0 | |||||||||||||
Ellis E. Cousens | Qualified Plan | 12 | 426,744 | 0 | ||||||||||||
Excess Plan | 12 | 1,508,140 | 0 | |||||||||||||
SERP | 12 | 5,394,136 | 0 | |||||||||||||
Steven J. Miron | Qualified Plan | 20 | 314,808 | 0 | ||||||||||||
Excess Plan | 20 | 415,637 | 0 | |||||||||||||
SERP | 20 | 2,492,616 | 0 | |||||||||||||
Gary Rinck | Qualified Plan | 9 | 272,918 | 0 | ||||||||||||
Excess Plan | 9 | 754,628 | 0 | |||||||||||||
SERP | 9 | 2,740,979 | 0 | |||||||||||||
Mark J. Allin | Qualified Plan | N/A | N/A | 0 | ||||||||||||
Excess Plan | N/A | N/A | 0 | |||||||||||||
SERP | 13 | 981,216 | 0 | |||||||||||||
UK Qualified Plan(1)(2) | 13 | 1,007,147 | 0 |
Pension Benefits Table: | Name [a] | Plan [b] | Number of Years Credited Service (#) [c] | Present Value of Accumulated Benefit(1) ($) [d] | Payments During Last Fiscal Year ($) [e] | |||||
Stephen M. Smith | Qualified Plan(2) | 11 | 388,910 | 18,857 | ||||||
Excess Plan(2) | 11 | 923,645 | 43,896 | |||||||
SERP(3) | 21 | 0 | 4,446,300 | |||||||
UK Qualified Plan(3)(4) | 10 | 0 | 3,015,196 | |||||||
UK Non-Qualified Benefit(2)(4) | 10 | 2,536,701 | 130,996 | |||||||
Mark J. Allin | Qualified Plan | N/A | N/A | 0 | ||||||
Excess Plan | N/A | N/A | 0 | |||||||
SERP | 13 | 1,219,042 | 0 | |||||||
UK Qualified Plan(4)(5) | 16 | 1,210,622 | 0 | |||||||
Gary Rinck | Qualified Plan | 9 | 346,087 | 0 | ||||||
Excess Plan | 9 | 939,920 | 0 | |||||||
SERP | 9 | 3,028,293 | 0 | |||||||
John W. Semel | Qualified Plan | 4 | 101,105 | 0 | ||||||
Excess Plan | 4 | 124,349 | 0 | |||||||
Jeffrey L. Sugerman | Qualified Plan | 0.5 | 15,676 | 0 | ||||||
Excess Plan | 0.5 | 29,429 | 0 |
The credited service and the accumulated benefits used to determine the present value | |||
(2) | Mr. Smith elected to receive the Qualified, Excess and UK Non-Qualified Plan benefits as annuities. | ||
(3) | Mr. Smith elected to receive the SERP and UK Qualified Plan benefits as a lump-sum. | ||
(4) | Messrs. Smith and Allin’s Present Value of Accumulated Benefits from the UK Qualified and UK Non-Qualified Plans were calculated using a British £ to US $ conversion factor of 1.4542. | ||
(5) | Mr. Allin’s Present Value of Accumulated Benefits from the UK Qualified Plan were calculated using UK disclosure assumptions including a 3.65% discount rate. | ||
(d): | The amounts shown in the table above for all plans represent the actuarial present | ||
A description of each plan follows. |
The Employees Retirement Plan of John Wiley & Sons, Inc. (the Qualified Plan) |
The Company sponsors a qualified defined benefit pension plan to provide retirement benefits to |
A frozen benefit as of December 31, 2004, calculated under the Previous Benefit Formula, plus |
An annual benefit earned for benefit service after January 1, 2005. The amount of each year’s accrual is the sum of: |
total annual compensation (annual base salary, plus 100% of bonus) for the year up to and including 80% of that year’s Social Security Wage Base times 1.0%, plus |
total annual compensation for the year in excess of 80% of that year’s Social Security Wage Base times 1.3%. |
In Fiscal 2013, the Company announced a cessation of accruals and freeze of participation in the US Qualified Retirement Plan, effective June 30, 2013.
The plan recognizes a maximum of 35 years of benefit service, accruing through June 30, 2013. If the total benefit service is greater than 35 years at age 65, the benefit will be equal to the 35 consecutive years of benefit accruals that produce the highest combined amount. | ||
The plan provides for retirement as early as age 55 with ten years of service. The age 65 benefit is reduced by 4% per year for each year less than 65, unless a participant has 20 years of service, in which case the participant can retire as early as age 62 without an early retirement reduction. | ||
The frozen annual benefit calculated under the Previous Benefit Formula for the combined Qualified Plan and the Excess Plan described below for Messrs. Smith | ||
Mr. Smith retired as of June 1, 2015, and Messrs. | ||
The Nonqualified Supplemental Benefit Plan (the Excess Plan) | The Excess Plan provides benefits that would otherwise be denied participants by reason of certain Code limitations on the tax-qualified benefit. In addition, the Excess Plan provides benefits to certain individuals which arise from additional service credit granted for previous employment with acquired companies. | |
Average final compensation and total annual compensation are determined under the Excess Plan in the same manner as under the Qualified Plan, except that a participant’s compensation is not subject to the limitations under the Code. Years of service under the Qualified Plan and the Excess Plan are the number of years and months through the plans’ freeze date, June 30, 2013, limited to 35 years, worked for the Company and its subsidiaries after attaining age 21. | ||
In | ||
Mr. Smith retired as of June 1, 2015, and Messrs. | ||
Supplemental Executive Retirement Plan (the SERP) | In March 2005, the Board froze participation in the existing 1989 SERP and adopted the 2005 SERP. All active participants in the 1989 SERP, except those who were directors, 5% owners or who were within two years of the normal retirement age of 65, were given the option, prior to December 31, 2005, to waive their right to all benefits under the 1989 SERP and receive benefits under the 2005 SERP in consideration of that waiver. Four participants elected to do so. | |
The benefit under the 1989 SERP is the higher of the “primary” or the “additional” benefit. | ||
·The primary benefit consists of ten annual payments commencing at retirement (at or after age 65) determined by multiplying the participant’s base salary rate at retirement by 2.5, reducing the result by $50,000 and dividing the remainder by five. The plan also provides for an alternative early retirement benefit for participants who retire after age 55 with five years of service, a reduced payment for participants whose employment is terminated prior to age 65 other than on account of death (and who do not qualify for early retirement) and a survivor benefit for the beneficiaries of a participant who dies prior to age 65 while employed by the Company or an affiliate. | |||
·The additional benefit provides participants with a guaranteed total annual retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the “Applicable Percentage”) of average compensation, defined as base salary and annual incentive, over the executive’s highest three consecutive years. This amount is reduced by the retirement benefits under the Qualified Plan, the Excess Plan and the primary benefit above. The Applicable Percentage for |
The 2005 SERP provides a lifetime annual benefit determined by multiplying the executive’s average compensation over the highest three consecutive years times a service factor, which is the sum of years of service up to 20 years times 2%, plus years of service in excess of 20 times 1%, to a maximum of 35 years total. The 2005 SERP provides a reduced early retirement benefit for participants calculated in the same manner as the 1989 |
In | ||
TheJohn Wiley & Sons Limited Retirement Benefits Scheme (UK Qualified Plan) | The Company sponsors an approved defined benefit scheme to provide benefits to UK based employees of the Company. The Scheme provides benefits at retirement to participants who terminate or retire from the Company after meeting certain eligibility requirements. Members have a right to take benefits at Normal Retirement Date (age 65), or earlier subject to conditions as have been notified to them. | |
The basic rate of accrual under the Scheme is 1/60th of Final Pensionable Salary for each year and complete month of Pensionable Service. Different rates of accrual are provided for certain members as advised separately to them. | ||
Early retirement is possible, subject to Company/Scheme Trustees consent, from age 55. A reduction factor, unless otherwise agreed with the Scheme member concerned under separate notification, is applied for each year (and complete month) benefits are taken prior to Normal Retirement Date. Reduction factors are determined by the Scheme Trustees in conjunction with advice from the Scheme Actuary, and are subject to regular review. | ||
In Fiscal 2015, the Company announced its desire to cease accruals based on service under the UK Qualified Plan. Following a period of consultation with Plan participants, service-related accruals under the Plan were frozen, effective April 30, 2015. | ||
The Unapproved Supplemental UK | This arrangement provides benefits, for individuals nominated by the Company, that otherwise be denied by Her Majesty’s Revenue & Customs due to benefit limitations under approved benefit schemes. For Mr. Smith the Plan originally provided benefits in the same manner as under the UK Qualified Plan for benefits in excess of the limits under the latter. However, for Mr. Smith this was changed by mutual consent in a letter dated November 12, 2009 and signed by Mr. Smith on November 13, 2009. Under this revised structure, Mr. Smith | |
Compensation (NQDC) Table: | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | |||||||||||||||||
Stephen M. Smith | 97,313 | 26,357 | 21,368 | 0 | 471,309 | ||||||||||||||||||
Ellis E. Cousens | 69,676 | 18,027 | 19,729 | 0 | 433,825 | ||||||||||||||||||
John A. Kritzmacher | 0 | 2,100 | 100 | 0 | 2,200 | ||||||||||||||||||
Steven J. Miron | 45,064 | 11,175 | 4,235 | 0 | 118,136 | ||||||||||||||||||
Gary Rinck | 85,382 | 11,173 | 286,063 | 285,691 | 2,144,770 | ||||||||||||||||||
Mark J. Allin | N/A | N/A | N/A | N/A | N/A |
Nonqualified Deferred Compensation (NQDC) Table: | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | ||||||||||||||
Stephen M. Smith | 72,514 | 55,615 | 22,892 | 405,305 | 481,903 | |||||||||||||||
Mark J. Allin | 0 | 21,446 | 27 | 0 | 21,473 | |||||||||||||||
John A. Kritzmacher | 0 | 43,367 | 1,074 | 0 | 94,449 | |||||||||||||||
Gary Rinck | 450,375 | 27,479 | (13,398 | ) | 0 | 2,607,501 | ||||||||||||||
John W. Semel | 0 | 20,177 | 85 | 0 | 45,009 | |||||||||||||||
Jeffrey L. Sugerman | 0 | 12,791 | 47 | 0 | 25,653 |
Participants in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”) may elect to defer up to 25% of their base salary and up to 100% of their annual cash incentive compensation. If the participant’s Company matching contributions under the Employees’ Savings Plan are restricted due to code contribution or compensation limitations, he/she is eligible to receive a Company matching contribution of up to 1.5% of pay in excess of qualified plan limits under the NQDC Plan. Mirroring Company contributions under the Savings Plan, the Company also makes Basic Retirement Contributions, and may make Discretionary Contributions, recognizing pay in excess of qualified plan limits, under the NQDC Plan.
Participants designate one or more investment funds which are used to measure the income credited to their account. Although not required to do so, the Company has elected to invest the funds deferred under the plan substantially as directed by the participants. The funds currently available under the NQDC Plan and their returns for the last fiscal year are shown below:
Deferred Compensation Funds | Rate of Return for 1 year ending 04/30/ | 2016 | ||||
Vanguard VIF Money Market | ||||||
PIMCO VIT Total Return | ||||||
PIMCO VIT Real Return | ||||||
MFS VIT Value | ||||||
Fidelity VIP Index 500 | ||||||
American Funds IS Growth 2 | ||||||
Invesco | ||||||
Fidelity VIP Mid Cap | ||||||
Royce Capital Small Cap | ||||||
Vanguard VIF Small Company Growth | ||||||
MFS VIT II International Value | ||||||
MFS VIT II International Growth | ||||||
Northwestern Mutual Life Insurance | 5.30% |
Account balances under the NQDC Plan are distributed to participants in accordance with their individual elections made at the time of the deferral election. Participants may elect to receive their contributions on a designated date or upon separation of service, subject to the restrictions of Section 409A of the Code. Distributions on account of termination or retirement are available in a lump sum or annual installments over up to 15 years. |
Amounts in column (b) are included in columns (c) | ||||
Payments Upon Termination and Change of Control Tables: | Stephen M. Smith In addition to the retirement benefits noted in the Pension Benefits table, and the distribution noted in the Non-Qualified Deferred Compensation table, Mr. Smith received the following benefits and payments upon termination: |
Executive Benefits and Payments Upon Termination | Value | |||
Performance Shares Earned but Not Vested(1) | $ | 236,544 | ||
Restricted Stock (Time based)(2) | $ | 991,800 | ||
Restricted Share Units (Time based)(2) | $ | 847,989 | ||
Performance Share Units(3) | $ | 1,197,103 | ||
Relocation Allowance from NY to UK | $ | 16,400 | ||
Tax Preparation and Consultation Allowance | $ | 40,000 | ||
Total: | $ | 3,273,436 |
(1) | Second half of performance share units earned for the Fiscal 2012-14 cycle. Valued using April 29, 2016 stock price of $49.59. |
(2) | Restricted stock and restricted stock units become free of restrictions upon |
Termination and Change of Control Tables: | Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||
Compensation: | ||||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 1,750,000 | $ | 1,750,000 | ||||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 2,100,000 | ||||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,050,000 | ||||||||||
ELTIP — Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 2,614,430 | ||||||||||
Restricted Stock (PerformanceShares Earned but Not Vested)(1) | $ | 2,783,190 | $ | 2,783,190 | $ | 2,783,190 | $ | 2,783,190 | ||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 574,600 | ||||||||||
Stock Options(2) | $ | 0 | $ | 0 | $ | 0 | $ | 2,341,400 | ||||||||||
Benefits(3) | $ | 0 | $ | 0 | $ | 49,693 | $ | 49,693 | ||||||||||
SERP(4) | $ | 3,748,879 | $ | 3,748,879 | $ | 3,748,879 | $ | 6,360,283 | ||||||||||
Excess Plan(4) | $ | 2,303,001 | $ | 2,303,001 | $ | 2,303,001 | $ | 2,303,001 | ||||||||||
Qualified Plan(4) | $ | 1,774,425 | $ | 1,774,425 | $ | 1,774,425 | $ | 1,774,425 | ||||||||||
NQDC(5) | $ | 471,309 | $ | 471,309 | $ | 471,309 | $ | 471,309 | ||||||||||
Total: | $ | 11,080,804 | $ | 11,080,804 | $ | 12,880,497 | $ | 24,172,331 |
(3) | Prorated performance share units from the Fiscal 2014-16 and Fiscal 2015-17 cycles. Fiscal 2014-16 shares shown at earned level and Fiscal 2015-17 shown at the target level, all valued using April 29, 2016 stock price of $49.59. Any shares earned for Fiscal 2015-17 will be based on actual performance for the cycle. |
Mark J. Allin |
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | ||||||||||||
Compensation: | ||||||||||||||||
Severance – Base Salary | $ | 0 | $ | 0 | $ | 1,500,000 | $ | 1,500,000 | ||||||||
Severance – Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,650,000 | ||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 825,000 | ||||||||
ELTIP – Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 1,718,294 | ||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 46,540 | ||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 832,790 | ||||||||
Stock Options(1) | $ | 0 | $ | 0 | $ | 0 | $ | 172,838 | ||||||||
Benefits(2) | $ | 0 | $ | 0 | $ | 59,562 | $ | 59,562 | ||||||||
SERP(3) | $ | 714,473 | $ | 714,473 | $ | 714,473 | $ | 2,193,880 | ||||||||
Excess Plan(3) | N/A | N/A | N/A | N/A | ||||||||||||
Qualified Plan(3) | $ | 602,920 | $ | 602,920 | $ | 602,920 | $ | 602,920 | ||||||||
NQDC | $ | 21,473 | $ | 21,473 | $ | 21,473 | $ | 21,473 | ||||||||
Total: | $ | 1,338,866 | $ | 1,338,866 | $ | 2,898,428 | $ | 9,623,297 |
(1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2016 closing stock price ($49.59). |
(2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
(3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2016), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: |
UK Qualified: | $70,383 | / year as a life annuity |
Excess: | N/A | / year as a life annuity |
SERP: | $94,401 | / year as a life annuity |
John A. Kritzmacher |
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | ||||||||||||
Compensation: | ||||||||||||||||
Severance – Base Salary | $ | 0 | $ | 0 | $ | 650,000 | $ | 1,300,000 | ||||||||
Severance – Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,235,000 | ||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 617,500 | ||||||||
ELTIP – Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 1,398,934 | ||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 625,205 | ||||||||
Stock Options(1) | $ | 0 | $ | 0 | $ | 0 | $ | 603,600 | ||||||||
Benefits(2) | $ | 0 | $ | 0 | $ | 29,204 | $ | 58,408 | ||||||||
SERP(3) | N/A | N/A | N/A | N/A | ||||||||||||
Excess Plan(3) | N/A | N/A | N/A | N/A | ||||||||||||
Qualified Plan(3) | N/A | N/A | N/A | N/A | ||||||||||||
NQDC(4) | $ | 94,449 | $ | 94,449 | $ | 94,449 | $ | 94,449 | ||||||||
Total: | $ | 94,449 | $ | 94,449 | $ | 773,653 | $ | 5,933,096 |
(1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the April 30, 2016 closing stock price ($49.59). |
(2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
(3) | Mr. Kritzmacher is not eligible for any DB benefits (Qualified, Excess and SERP) because he was hired in June 2013 and had not completed one year of service as of the plans’ June 30, 2013 freeze date. |
(4) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
Gary Rinck |
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | ||||||||||||
Compensation: | ||||||||||||||||
Severance – Base Salary | $ | 0 | $ | 0 | $ | 817,500 | $ | 1,090,000 | ||||||||
Severance – Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 817,500 | ||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 408,750 | ||||||||
ELTIP – Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 743,850 | ||||||||
Restricted Stock (Performance Shares Earned but Not Vested)(1) | $ | 62,037 | $ | 62,037 | $ | 62,037 | $ | 62,037 | ||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 275,225 | ||||||||
Stock Options(2) | $ | 0 | $ | 0 | $ | 0 | $ | 162,983 | ||||||||
Benefits(3) | $ | 0 | $ | 0 | $ | 18,180 | $ | 24,240 | ||||||||
SERP(4) | $ | 3,038,416 | $ | 3,038,416 | $ | 3,038,416 | $ | 3,283,276 | ||||||||
Excess Plan(4) | $ | 895,441 | $ | 895,441 | $ | 895,441 | $ | 895,441 | ||||||||
Qualified Plan(4) | $ | 334,923 | $ | 334,923 | $ | 334,923 | $ | 334,923 | ||||||||
NQDC(5) | $ | 2,607,501 | $ | 2,607,501 | $ | 2,607,501 | $ | 2,607,501 | ||||||||
Total: | $ | 6,938,318 | $ | 6,938,318 | $ | 7,773,998 | $ | 10,705,726 |
(1) | Vesting accelerates in all 4 termination scenarios since the executive has achieved age 55 and 10 years of service criteria. |
(2) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the |
(3) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
(4) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April |
Qualified: | $25,044 |
| |
Excess: | $66,597 | / year as a life annuity | |
SERP: | $353,399 | / year as a |
(5) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | ||||||||||||
Compensation: | ||||||||||||||||
Severance – Base Salary | $ | 0 | $ | 0 | $ | 450,000 | $ | 450,000 | ||||||||
Severance – Annual Incentive | $ | 0 | $ | 0 | $ | 0 | . | |||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
ELTIP – Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 358,536 | ||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 21,720 | ||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 395,604 | ||||||||
Stock Options(1) | $ | 0 | $ | 0 | $ | 0 | $ | 63,615 | ||||||||
Benefits(2) | $ | 0 | $ | 0 | $ | 23,059 | $ | 23,059 | ||||||||
SERP(3) | N/A | N/A | N/A | N/A | ||||||||||||
Excess Plan(3) | $ | 66,489 | $ | 66,489 | $ | 66,489 | $ | 66,489 | ||||||||
Qualified Plan(3) | $ | 56,254 | $ | 56,254 | $ | 56,254 | $ | 56,254 | ||||||||
NQDC(4) | $ | 45,009 | $ | 45,009 | $ | 45,009 | $ | 45,009 | ||||||||
Total: | $ | 167,752 | $ | 167,752 | $ | 640,811 | $ | 1,480,286 |
Ellis E. Cousens | |||||||||||||||||||
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||||
Compensation: | |||||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 1,020,000 | $ | 1,360,000 | |||||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,360,000 | |||||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 680,000 | |||||||||||
ELTIP — Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 414,976 | |||||||||||
Restricted Stock (Performance Shares Earned but Not Vested) (1) | $ | 947,515 | $ | 947,515 | $ | 947,515 | $ | 947,515 | |||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Stock Options (2) | $ | 0 | $ | 0 | $ | 0 | $ | 1,080,950 | |||||||||||
Benefits (3) | $ | 0 | $ | 0 | $ | 32,372 | $ | 43,163 | |||||||||||
Transition Award (4) | $ | 783,198 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
SERP (5) | $ | 5,494,408 | $ | 5,494,408 | $ | 5,494,408 | $ | 5,499,566 | |||||||||||
Excess Plan (5) | $ | 1,535,554 | $ | 1,535,554 | $ | 1,535,554 | $ | 1,535,554 | |||||||||||
Qualified Plan (5) | $ | 446,679 | $ | 446,679 | $ | 446,679 | $ | 446,679 | |||||||||||
NQDC (6) | $ | 433,825 | $ | 433,825 | $ | 433,825 | $ | 433,825 | |||||||||||
Total: | $ | 9,641,179 | $ | 8,857,981 | $ | 9,910,353 | $ | 13,802,228 |
(1) | |||
Reflects the intrinsic value of those stock options that become vested because of the change of control based on the |
Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April |
Qualified: | $13,156 | ||
Excess: | $15,550 | ||
SERP: | N/A |
Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
John A. Kritzmacher | |||||||||||||||||||
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||||
Compensation: | |||||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 600,000 | $ | 1,200,000 | |||||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 1,080,000 | |||||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 468,986 | |||||||||||
ELTIP — Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 574,600 | |||||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 718,250 | |||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Stock Options (1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Benefits (2) | $ | 0 | $ | 0 | $ | 29,151 | $ | 58,302 | |||||||||||
SERP (3) | N/A | N/A | N/A | N/A | |||||||||||||||
Excess Plan (3) | N/A | N/A | N/A | N/A | |||||||||||||||
Qualified Plan (3) | N/A | N/A | N/A | N/A | |||||||||||||||
NQDC (4) | $ | 2,200 | $ | 2,200 | $ | 2,200 | $ | 2,200 | |||||||||||
Total: | $ | 2,200 | $ | 2,200 | $ | 631,351 | $ | 4,102,338 |
Jeffrey L. Sugerman |
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | ||||||||||||
Compensation: | ||||||||||||||||
Severance – Base Salary | $ | 0 | $ | 0 | $ | 375,000 | $ | 375,000 | ||||||||
Severance – Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
ELTIP – Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 477,105 | ||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | N/A | N/A | N/A | N/A | ||||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 98,684 | ||||||||
Stock Options(1) | $ | 0 | $ | 0 | $ | 0 | $ | 44,264 | ||||||||
Benefits(2) | $ | 0 | $ | 0 | $ | 16,562 | $ | 16,562 | ||||||||
SERP(3) | N/A | N/A | N/A | N/A | ||||||||||||
Excess Plan(3) | $ | 29,777 | $ | 29,777 | $ | 29,777 | $ | 29,777 | ||||||||
Qualified Plan(3) | $ | 16,212 | $ | 16,212 | $ | 16,212 | $ | 16,212 | ||||||||
NQDC(4) | $ | 25,653 | $ | 25,653 | $ | 25,653 | $ | 25,653 | ||||||||
Total: | $ | 71,642 | $ | 71,642 | $ | 463,204 | $ | 1,083,257 |
(1) | Reflects the intrinsic value of those stock options that become vested because of the change of control based on the |
(2) | Presumes benefits are similar to those available to salaried employees and therefore only need to be disclosed in the dismissal columns. |
(3) | Amounts shown are lump sum values (based on the PPA mortality table and the Section 417(e)(3) segment rates in effect for April 2015), even though plan documents only permit annuity payments, except on termination following a change of control. Annual benefits are: |
Qualified: | $1,108 | |||
Excess: | $2,035 | / year as a life annuity | ||
SERP: | N/A | / year as a life annuity |
(4) | Balance is paid as a lump sum on termination following a change of control; otherwise distribution is available in a lump sum or annual installments over up to 15 years. |
Steven J. Miron | |||||||||||||||||||
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||||
Compensation: | |||||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 1,030,000 | $ | 1,030,000 | |||||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 978,500 | |||||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 489,250 | |||||||||||
ELTIP — Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 712,504 | |||||||||||
Restricted Stock (Performance Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 473,758 | |||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 160,888 | |||||||||||
Stock Options (1) | $ | 0 | $ | 0 | $ | 0 | $ | 674,250 | |||||||||||
Benefits (2) | $ | 0 | $ | 0 | $ | 39,613 | $ | 39,613 | |||||||||||
SERP (3) | $ | 1,597,311 | $ | 1,597,311 | $ | 1,597,311 | $ | 5,187,667 | |||||||||||
Excess Plan (3) | $ | 286,431 | $ | 286,431 | $ | 286,431 | $ | 286,431 | |||||||||||
Qualified Plan (3) | $ | 228,941 | $ | 228,941 | $ | 228,941 | $ | 228,941 | |||||||||||
NQDC (4) | $ | 118,136 | $ | 118,136 | $ | 118,136 | $ | 118,136 | |||||||||||
Total: | $ | 2,230,819 | $ | 2,230,819 | $ | 3,300,432 | $ | 10,379,938 |
The preceding tables—Potential Payments upon Termination or Change of Control—show the payments and benefits our named executives would receive in connection with a variety of employment termination scenarios and upon a change of control. For the named executive officers, the information assumes the terminations and change of control occurred on April 30, 2016. All of the payments and benefits described below would be provided by the Company or its affiliates. The tables do not include amounts such as base salary, annual incentives and stock awards the named executive officers earned due to employment through April 30, 2016. Under the 2009 and 2014 Key Employee Stock Plans, the Compensation Committee may elect to accelerate the vesting of performance stock which has been earned, but not vested, for a retiring executive. Payout for current cycles will be made in shares following the end of the performance cycle. Some of the | |||
Gary Rinck | |||||||||||||||||||
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||||
Compensation: | |||||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 772,500 | $ | 1,030,000 | |||||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 772,500 | |||||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 386,250 | |||||||||||
ELTIP — Restricted Performance Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 706,758 | |||||||||||
Restricted Stock (Performance Shares Earned but Not Vested) (1) | $ | 568,509 | $ | 568,509 | $ | 568,509 | $ | 568,509 | |||||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 143,650 | |||||||||||
Stock Options (2) | $ | 0 | $ | 0 | $ | 0 | $ | 650,750 | |||||||||||
Benefits (3) | $ | 0 | $ | 0 | $ | 14,122 | $ | 18,829 | |||||||||||
SERP (4) | $ | 2,774,015 | $ | 2,774,015 | $ | 2,774,015 | $ | 3,223,919 | |||||||||||
Excess Plan (4) | $ | 745,828 | $ | 745,828 | $ | 745,828 | $ | 745,828 | |||||||||||
Qualified Plan (4) | $ | 278,967 | $ | 278,967 | $ | 278,967 | $ | 278,967 | |||||||||||
NQDC (5) | $ | 2,144,770 | $ | 2,144,770 | $ | 2,144,770 | $ | 2,144,770 | |||||||||||
Total: | $ | 6,512,089 | $ | 6,512,089 | $ | 7,298,711 | $ | 10,670,730 |
Mark J. Allin | |||||||||||||||||
Executive Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal without Cause or Resignation for Good Reason (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) | |||||||||||||
Compensation: | |||||||||||||||||
Severance — Base Salary | $ | 0 | $ | 0 | $ | 630,074 | $ | 840,099 | |||||||||
Severance — Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 798,094 | |||||||||
Prorated Annual Incentive | $ | 0 | $ | 0 | $ | 0 | $ | 399,047 | |||||||||
ELTIP — Restricted Performance | |||||||||||||||||
Share Units | $ | 0 | $ | 0 | $ | 0 | $ | 591,838 | |||||||||
Restricted Stock (Performance | |||||||||||||||||
Shares Earned but Not Vested) | $ | 0 | $ | 0 | $ | 0 | $ | 445,028 | |||||||||
Restricted Stock (Time based) | $ | 0 | $ | 0 | $ | 0 | $ | 132,158 | |||||||||
Stock Options (1) | $ | 0 | $ | 0 | $ | 0 | $ | 701,837 | |||||||||
Benefits (2) | $ | 0 | $ | 0 | $ | 10,010 | $ | 13,347 | |||||||||
SERP (3) | $ | 581,794 | $ | 581,794 | $ | 581,794 | $ | 2,030,336 | |||||||||
Excess Plan (3) | N/A | N/A | N/A | N/A | |||||||||||||
Qualified Plan (3) | $ | 311,046 | $ | 311,046 | $ | 311,046 | $ | 311,046 | |||||||||
NQDC | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Total: | $ | 892,840 | $ | 892,840 | $ | 1,532,924 | $ | 6,262,830 |
Mr. Allin—24 months; Mr., Rinck—18 months; Mr. Kritzmacher, Semel and Sugerman—12 months.
The named officers and certain other executives are covered by employment agreements which provide for the following, in the event of a “without cause termination” or “constructive discharge” following a change of control, as defined:
In June 2016, the Compensation Committee approved an Executive Severance Plan covering the named executives and other US-based executive officers who do not have an employment agreement, providing consistent severance and benefits coverage for these executives in the event of a “without cause termination” or “constructive discharge” without a change of control, or a without cause termination” or “constructive discharge” following a change of control. Upon a “change of control,” as defined, under the 2009 and 2014 Key Employee Stock Plans, for grants made prior to June 2011,
(i) a change in the ownership of the Company; (ii) a change in the effective control of the Company; or (iii) a change in the ownership of a substantial portion of the assets of the
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.
Our non-employee directors received an annual retainer of $95,000 and On October 1, 2015, Mr. Kissner was appointed Chairman of the Pursuant to the 2014 Director Stock Plan, as The Company has established a Deferred Compensation Plan for Directors (the “Deferred Plan”), Amended and Restated as of January 1, 2009. Non-employee directors are Nine of our eleven non-employee directors currently participate in the Deferred Plan. Retainers deferred in cash accrue interest annually based on the prime rate. One of our current Directors defers receipt of his cash retainer in an interest bearing account. Retainers deferred in the form of Class A Common Stock receive dividend equivalent units based on the closing price of the Class A Common Stock on the distribution date of the dividend. Deferred cash and/or stock is payable to the directors upon their retirement from the Board, Our active directors and Share ownership by each Director is encouraged. To this end, each Director is expected to own shares of common stock valued at not less than five times that Director’s annual cash compensation to which the The table below indicates the total cash compensation received by each non-employee director and Mr. Jesse Wiley during Fiscal 2016.
Insurance with Respect to The By-Laws of the Manner and Expenses of Solicitation Since many of our shareholders are unable to attend the Annual Meeting, the Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Annual Meeting. Shareholders of record can vote, and save the Company expense, by using the Internet or by calling the toll-free telephone number printed on the proxy card. Voting instructions (including instructions for both telephonic and Internet voting) are provided on the proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give voting instructions and to confirm that shareholders’ instructions have been recorded properly. Shareholders participating or voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne by the shareholder. If your shares are held in If you do vote by Internet or telephone, it will not be necessary to return your proxy card. If you do not choose to vote using these two options, you may return your proxy card, properly signed, and the shares will be voted in accordance with your directions. Shareholders are urged to mark the boxes on the proxy card to indicate how their shares are to be voted. If no choices are specified, the shares represented by that proxy card will be voted as recommended by the Board. If a shareholder does not return a signed proxy card, vote by the Internet, by telephone or attend the Annual Meeting and vote in person or via the Internet, his or her shares will not be voted. Any shareholder giving a proxy (including one given by the Internet or telephone) has the right to revoke it at any time before it is exercised by giving notice in writing to the Corporate Secretary, by delivering a duly executed proxy bearing a later date to the Secretary (or by subsequently completing a telephonic or Internet proxy) prior to the Annual Meeting of Shareholders, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy. The Company will bear the costs of soliciting proxies. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and other employees of the Company may also solicit proxies personally or by mail, telephone or facsimile, but they will not receive additional compensation for such services. Brokerage firms, custodians, banks, trustees, nominees or other fiduciaries holding shares of common stock in their names will be reimbursed for their reasonable out-of-pocket expenses in forwarding proxy material to their principals. Electronic Delivery of Materials The 2016 Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available on our website at https://materials.proxyvote.com/968223. Instead of receiving future copies of our Proxy Statement and Annual Report materials by mail, shareholders can elect to receive an e-mail that will provide electronic links to them. Selecting this option will save us the cost of producing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site. Shareholders of record and beneficial owners may enroll in the electronic proxy delivery service at any time in the future by going to our enrollment site at http://enroll.icsdelivery.com/jwa and following the enrollment instructions. Deadline for Submission of Shareholder Proposals If a shareholder intends to present a proposal for action at the 2017 Annual Meeting and wishes to have such proposal considered for inclusion in our proxy materials in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Company by April 14, 2017. Such proposal must also meet the other requirements of the rules of the Securities and Exchange Commission relating to shareholder proposals. If a shareholder submits a proposal outside of Rule 14a-8 for the 2016 Annual Meeting and the proposal fails to comply with the advance notice procedure prescribed by our By-Laws, then the Company’s proxy may confer discretionary authority on the persons being appointed as proxies on behalf of the Company’s Our By-Laws establish an
Proposals and nominations should be addressed to The Company has not received notice from any shareholder of its intention to
The Company will provide, without charge, a copy of its Annual Report on Form 10-K filed with the SEC for Fiscal 2016, including the financial statements and the schedules thereto. All such requests should be directed to Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Mail Stop 9-01, Hoboken, New Jersey 07030-5774. It is important that your proxy be returned promptly, whether by mail, by the
[THIS PAGE INTENTIONALLY LEFT BLANK]
| VOTE BY INTERNET Before The Meeting- Go towww.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 21, 2016 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go towww.virtualshareholdermeeting.com/JWA2016 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available on your proxy card and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 21, 2016 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 17, 2014 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 17, 2014 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TOVOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||
E13099-P81879 | KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
JOHN WILEY & SONS, INC. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||
The Board of Directors recommends a vote “FOR” all nominees and “FOR” proposals 2 and 3. | ||||||||||||||||
Vote on Directors: | ☐ | ☐ | ☐ | |||||||||||||
1. | The election as directors of all nominees listed below, except as marked to the contrary. | |||||||||||||||
Nominees: | ||||||||||||||||
01) | Laurie A. Leshin | 03) | William Pence | |||||||||||||
02) | George Bell | 04) | Kalpana Raina | |||||||||||||
Vote on Proposals: | For | Against | Abstain | |||||||||||||
2. | Ratification of the appointment of KPMG LLP as independent accountants. | ☐ | ☐ | ☐ | Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”):
If you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account.
To allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September 19th, 2016. If the 401K Trustee does not receive your instructions by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K.��
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | |||||||||||
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | ☐ | ☐ | ☐ | ||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | ☐ | |||||||||||||||
Please indicate if you plan to attend this meeting. | ☐ | ☐ | ||||||||||||||
Yes | No | |||||||||||||||
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | ||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
V.1.1
JOHN WILEY & SONS, INC. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||
The Board of Directors recommends a vote “FOR” all nominees and “FOR” proposals 2, 3, 4, 5 and 6. | |||||||||||||||||
Vote on Directors | £ | £ | £ | ||||||||||||||
1. | The election as directors of all nominees listed below, except as marked to the contrary. | ||||||||||||||||
Nominees: | |||||||||||||||||
01) | Mari J. Baker | 03) | Raymond W. McDaniel, Jr. | ||||||||||||||
02) | George Bell | 04) | Kalpana Raina | ||||||||||||||
Vote on Proposals: | For | Against | Abstain | ||||||||||||||
Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock Purchase Plan (“ESPP”): | |||||||||||||||||
2. | Ratification of the appointment of KPMG LLP as independent accountants. | £ | £ | £ | |||||||||||||
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | £ | £ | £ | If you participate in the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account. To allow for sufficient time for the 401K Trustee to vote, the Trustee must receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday, September 15, 2014. If the 401K Trustee does not receive your instructions by that date, the Trustee will vote the shares held in the same proportion as votes from other participants in the 401K. | ||||||||||||
4. | Approval of the 2014 Directors Stock Plan. | £ | £ | £ | |||||||||||||
5. | Approval of the 2014 Executive Annual Incentive Plan. | £ | £ | £ | |||||||||||||
6. | Approval of the 2014 Key Employee Stock Plan. | £ | £ | £ | |||||||||||||
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | |||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | £ | ||||||||||||||||
Please indicate if you plan to attend this meeting. | £ | £ | |||||||||||||||
Yes | No | ||||||||||||||||
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | |||||||||||||||||
JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 18, 2014
22, 2016
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
CLASS A
CLASS A | ||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
M77379-P54804E13100-P81879
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Booth Wiley, Stephen M. SmithMatthew S. Kissner, Mark J. Allin and Gary M. Rinck as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class A Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2016, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 18, 2014,22, 2016, at 9:308:00 AM, Eastern Daylight Saving Time.
�� The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals 2 3, 4, 5 and 6.3.
Address Changes/Comments: | |||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
V.1.1
JOHN WILEY & SONS, INC.
111 RIVER STREET
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 17, 2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 17, 2014. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TOVOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||
E13101-P81879 | KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
JOHN WILEY & SONS, INC. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||
The Board of Directors recommends a vote “FOR” all nominees and “FOR” proposals 2, 3, 4, 5 and 6. | |||||||||||||||||
Vote on Directors | £ | £ | £ | ||||||||||||||
1. | The election as directors of all nominees listed below, except as marked to the contrary. | ||||||||||||||||
Nominees: | |||||||||||||||||
01) | Matthew S. Kissner | 05) | Stephen M. Smith | ||||||||||||||
02) | Eduardo Menascé | 06) | Jesse Wiley | ||||||||||||||
03) | William J. Pesce | 07) | Peter Booth Wiley | ||||||||||||||
04) | William B. Plummer | ||||||||||||||||
Vote on Proposals: | For | Against | Abstain | For | Against | Abstain | |||||||||||
2. | Ratification of the appointment of KPMG LLP as independent accountants. | £ | £ | £ | 5. | Approval of the 2014 Executive Annual Incentive Plan. | £ | £ | £ | ||||||||
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | £ | £ | £ | 6. | Approval of the 2014 Key Employee Stock Plan. | £ | £ | £ | ||||||||
4. | Approval of the 2014 Directors Stock Plan. | £ | £ | £ | |||||||||||||
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | |||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | £ | ||||||||||||||||
Please indicate if you plan to attend this meeting. | £ | £ | |||||||||||||||
Yes | No | ||||||||||||||||
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | |||||||||||||||||
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. |
JOHN WILEY & SONS, INC. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||
The Board of Directors recommends a vote “FOR” all nominees and “FOR” proposals 2 and 3. | |||||||||||||||
Vote on Directors: | ☐ | ☐ | ☐ | ||||||||||||
1. | The election as directors of all nominees listed below, except as marked to the contrary. | ||||||||||||||
Nominees: | |||||||||||||||
01) | Matthew S. Kissner | 05) | Mark J. Allin | ||||||||||||
02) | Mari J. Baker | 06) | Jesse Wiley | ||||||||||||
03) | William J. Pesce | 07) | Raymond W. McDaniel, Jr. | ||||||||||||
04) | William B. Plummer | ||||||||||||||
Vote on Proposals: | For | Against | Abstain | ||||||||||||
2. | Ratification of the appointment of KPMG LLP as independent accountants. | ☐ | ☐ | ☐ | |||||||||||
3. | Approval, on an advisory basis, of the compensation of the named executive officers. | ☐ | ☐ | ☐ | |||||||||||
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE. | |||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | ☐ | ||||||||||||||
Please indicate if you plan to attend this meeting. | ☐ | ☐ | |||||||||||||
Yes | No | ||||||||||||||
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. Please sign exactly as your name(s) appear(s) hereon. | |||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||
V.1.1
JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 18, 2014
22, 2016
YOUR VOTE IS IMPORTANT!
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
CLASS B
CLASS B | ||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
M77381-P54804E13102-P81879
PROXY/VOTING INSTRUCTION CARD
JOHN WILEY & SONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter Booth Wiley, Stephen M. SmithMatthew S. Kissner, Mark J. Allin and Gary M. Rinck as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held online at www.virtualshareholdermeeting.com/JWA2016, and at the Company’s headquarters, 111 River Street, Hoboken, New Jersey 07030, on September 18, 2014,22, 2016, at 9:308:00 AM, Eastern Daylight Saving Time.
The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals 2 3, 4, 5 and 6.3.
Address Changes/Comments: | |||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
V.1.1