Stock-Based Compensation

12 Months Ended

Apr. 30, 2024

Share-Based Payment Arrangement [Abstract]

The Company provides stock-based compensation to its employees and non-employee directors, which may include restricted stock units (RSUs), PSU, and stock options, (collectively, stock-based awards). All equity compensation plans have been approved by shareholders. On September 29, 2022, the Company’s shareholders approved the 2022 Omnibus Stock and Long-Term Incentive Plan (the 2022 Plan), which replaced, with respect to new award grants, our 2014 Key Employee Stock Plan and 2018 Director Stock Plan (the Prior Plans) that were previously in effect. Following the approval of the 2022 Plan, no further awards were available to be issued under the Prior Plans, but awards outstanding under the Prior Plans as of that date remain outstanding in accordance with their terms. A total number of 6.2 million shares of our Class A stock was authorized under the 2022 Plan. In addition, any outstanding awards cancelled from the Prior Plans are added to the shares available under the 2022 Plan. As of April 30, 2024, there were approximately 5.6 million securities remaining that are available for future issuance under the 2022 Plan. We issue treasury shares to fund awards issued under the 2022 Plan.

Stock Option Activity

Under the terms of our stock option plan, the exercise price of stock options granted may not be less than 100% of the fair market value of the stock at the date of grant. Options are exercisable over a maximum period of ten years from the date of grant. For the options granted in the years ended April 30, 2024, 2023, and 2022, such options generally vest 10%, 20%, 30%, and 40% on April 30, or on each anniversary date after the award is granted.

The following table provides the estimated weighted average fair value for options granted during the years ended April 30 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.


	2024			2023			2022
Weighted average fair value of options on grant date	$	6.47		$	9.24		$	11.75

Weighted average assumptions:
Expected life of options (years)	6.3			5.9			6.3
Risk-free interest rate	4.6		%	2.0		%	1.2		%
Expected volatility	34.0		%	32.4		%	30.7		%
Expected dividend yield	4.6		%	3.4		%	2.4		%
Fair value of common stock on grant date	$	30.37		$	41.30		$	56.51
Exercise price of stock option grant	$	34.86		$	41.30		$	61.84

As of April 30, 2024, there was $1.5 million of unrecognized share-based compensation cost related to options, which is expected to be recognized over a period up to 4 years, or 2.3 years on a weighted average basis.

The following table summarizes the activity and status of our stock option plans during the year ended April 30, 2024:


	Number of Options (in 000’s)	Weighted Average Exercise Price		Weighted Average Remaining Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at beginning of year	312	$	59.77
Granted	170	$	34.86
Exercised	—	$	—
Expired or forfeited	(107)	$	58.80
Outstanding at end of year	375	$	48.74	7.9	$	0.5
Exercisable at end of year	132	$	58.79	6.6	$	—
Vested and expected to vest in the future at April 30	369	$	48.89	7.9	$	0.5

The intrinsic value is the difference between our common stock price and the option grant price. There were no options exercised during the year ended April 30, 2024. The total intrinsic value of options exercised during the years ended April 30, 2023 and 2022 was $0.1 million, and $0.4 million, respectively. The total grant date fair value of stock options vested during the years ended April 30, 2024, 2023, and 2022 was $0.9 million, $0.5 million, and $1.3 million, respectively.

The following table summarizes information about stock options outstanding and exercisable at April 30, 2024:


	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number of Options (in 000’s)	Weighted Average Remaining Term (in years)	Weighted Average Exercise Price		Number of Options (in 000’s)	Weighted Average Exercise Price
$32.68 to $45.99	190	9.4	$	35.54	18	$	35.70
$53.79 to $63.07	185	6.3	$	62.34	114	$	62.45
Total/average	375	7.9	$	48.74	132	$	58.79

Performance-Based and Other Restricted Stock Activity

Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance. Restricted performance share units vest 100% on June 30 following the end of the three-year performance cycle.

We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment. Restricted shares generally vest ratably 25% per year.

Under certain circumstances relating to a change of control or termination, as defined, the restrictions would lapse and shares would vest earlier.

Activity for performance-based and other restricted stock awards during the years ended April 30, was as follows (shares in thousands):


	2024			2023	2022
	Restricted Shares	Weighted Average Grant Date Value		Restricted Shares	Restricted Shares
Nonvested shares at beginning of year	1,073	$	48.49	1,274	1,280
Granted	1,089	$	31.33	540	658
Change in shares due to performance	54	$	57.55	(44)	(3)
Vested and issued	(660)	$	45.29	(544)	(432)
Forfeited	(353)	$	41.84	(153)	(229)
Nonvested shares at end of year	1,203	$	37.07	1,073	1,274

For the years ended April 30, 2024, 2023 and 2022, we recognized stock-based compensation expense (including stock options), on a pretax basis, of $25.0 million, $26.5 million and $25.7 million, respectively.

As of April 30, 2024, there was $29.4 million of unrecognized share-based compensation cost related to performance-based and other restricted stock awards, which is expected to be recognized over a period up to 4 years, or 2.3 years on a weighted average basis.

Compensation expense for restricted stock awards is measured using the closing market price of our Class A Common Stock at the date of grant. The total grant date value of shares vested during the years ended April 30, 2024, 2023, and 2022 was $29.9 million, $25.7 million, and $22.0 million, respectively.

Interim President and CEO New Hire Equity Awards

On October 10, 2023, the Company named Mr. Matthew Kissner interim President and CEO and entered into an employment agreement (Employment Agreement) with him. Under the Employment Agreement, Mr. Kissner will be eligible to participate in the 2024 Executive Long-Term Incentive Plan (ELTIP), with a target long-term incentive equal to $1.8 million.

Sixty percent of the ELTIP value will be delivered in the form of target performance share units and forty percent in restricted share units. The grant date fair value for the restricted share units which were granted during the three months ended October 31, 2023 was $30.95 per share and included 20,028 restricted share units, which vest 25% each year starting on April 30, 2024 to April 30, 2027. The grant date fair value for the performance share units which were granted during the three months ended January 31, 2024 was $30.23 per share and included 35,538 performance share units, which vest 100% on June 30, 2026. Awards are subject to forfeiture in the case of voluntary termination prior to vesting, and continued vesting in the case of earlier termination of employment without cause or due to constructive discharge. All other terms and conditions are the same as for other executives, as outlined in the ELTIP grant agreements.

Director Stock Awards

On September 29, 2022, the Company’s shareholders approved the 2022 Plan, which replaced, with respect to new award grants, the 2018 Director Stock Plan (the 2018 Plan) that was previously in effect. Under the terms of the 2022 Plan, each nonemployee director is eligible to receive an annual award of restricted shares of our Class A Common Stock equal in value to 100% of the annual director stock retainer fee, based on the stock price at the close of the New York Stock Exchange on the date of grant. Such restricted shares will vest on the earliest of (i) the day before the next annual meeting of stockholders following the grant, (ii) the nonemployee director’s death or disability (as determined by the Governance Committee of the Board of Directors (Governance Committee)), or (iii) a change in control (as defined in the 2022 Plan). The granted shares may not be sold or transferred during the time the nonemployee director remains a director. There were 25,744, 30,706, and 18,384 restricted shares awarded under the 2022 Plan, or the 2018 Plan, as the case may be, for the years ended April 30, 2024, 2023, and 2022, respectively. In addition, pursuant to the John Wiley & Sons, Inc. Deferred Compensation Plan for Directors’ 2005 & After Compensation, as amended through September 20, 2022 (Deferred Compensation Plan), each nonemployee director has the option of receiving all or part of the annual cash retainer in the form of deferred stock and receive dividends in the form of deferred stock. The annual cash retainers deferred as stock and the dividends received in the form of deferred stock, all pursuant to the Deferred Compensation Plan, are nominal.