Executive Compensation & Development Committee Charter
The Board of Directors of John Wiley & Sons, Inc. (the "Company") has established the Executive Compensation and Development Committee (the "Committee'') with authority, responsibilities and specific duties as described below.
The Committee shall review and approve the principles and policies for global compensation and benefit programs company-wide; oversee the development and utilization of appropriate policies and programs to attract and retain superior individuals; monitor executive development practices in order to insure succession alternatives for the organization; evaluate the performance of the chief executive officer; and report to the Board of Directors its recommendations and observations with respect to the foregoing, and with respect to the specific duties set forth below.
The Committee shall be provided with whatever resources it needs to fulfill its responsibilities, including outside consultants, as appropriate, and shall have sole authority to retain, terminate and determine the fees of any such consultant.
The Committee shall consist of three or more independent members of the Board in accordance with applicable SEC and NYSE regulations and policies. In addition, the Chairman of the Board and the Chief Executive Officer may participate on a non-voting basis. Members of the Committee who do not meet "outside" director qualifications set forth under Internal Revenue Code ("IRC") §162(m) will not be eligible to participate in discussions regarding awards made in connection with IRC 162(m) qualified plans.
The Committee will meet three times each year, with additional meetings as it may deem appropriate.
Minutes of each meeting will be prepared by the Corporate Secretary and sent to Committee members for approval prior to submission to the full Board.
The Committee uses market data and pre-established performance measures to guide its compensation decisions. Market data is derived from salary surveys and peer group proxy reports, ensuring comparability of company size. Performance measures are aligned with the creation of shareholder value, and currently include revenue, EPS and free cash flow.
- Annually review and approve the corporate goals and objectives of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of these goals, and set appropriate compensation levels based on this evaluation and market data. The Committee will inform the Board of its decisions.
- Review and approve management's recommendations and provide guidance on matters relating to senior officer compensation and appointments. Senior officers shall be defined as any officer who reports directly to the Chief Executive Officer and any other officer of the Company or its subsidiaries so designated by the Chief Executive Officer.
- Review and approve annual and long term incentive compensation programs for Senior Officers, including plan design, documentation, and incentive amounts, and perform the duties set forth in the approved programs, such as evaluation of performance against goals and determination of payouts.
- Review and discuss with management the Compensation Discussion & Analysis Report (the "CD&A"). Provide a report in the Company's proxy statement that the Committee recommends to the Board of Directors that the CD&A be included in the Company's proxy statement and annual report on Form 10-K.
- Annually review executive development and succession plans for Senior Officer positions.
- Annually review managementís assessment of the effectiveness of the Companyís human resources policies, strategies and programs, including (but not limited to):
- Benefits including healthcare and pension plans
- The ability to attract, develop, and retain talent
- Review and approve management's recommendations for implementation and amendment of qualified and non-qualified deferred compensation and pension plans.
- Perform all the duties required of the Committee in connection with the Company's 2014 Annual Incentive Plan and the 2014 Key Employee Stock Plan, and any subsequent plans, as set forth in such plans.
- The Committee shall have the sole authority to retain and terminate compensation consultants to be used by the Company to assist in the evaluation of the CEO or executive officer compensation, and shall have the authority to approve the consultants' fees and other retention terms.
- Conduct an annual evaluation of the Committee's performance, review committee member qualifications, and make recommendations to the Governance Committee regarding committee member appointments and removals.
- Review periodically the Committee's charter, and make appropriate recommendations to the Governance Committee.
Revised and Approved by the Board of Directors
John Wiley & Sons, Inc.
December 17, 2014