DEF 14A of Franklin Covey Co, Dec 20, 2024

DEF 14A of Franklin Covey Co

Filed Dec 20, 2024 · FY20240000886206-24-000073

Open on EDGAR

  1. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Our Board currently consists of nine directors, six of whom are considered independent. Nominees for election to the Board of Directors shall be elected to serve until the next annual meeting of shareholders or until their successors shall have been elected and qualified or until such director’s earlier death, resignation, or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nine nominees named in this Proxy Statement. We believe each of the nominees listed below bring extensive experience across a variety of disciplines that provides valuable breadth and depth to our Board. The biographies below describe the skills, qualities, attributes, and experiences of each of the nominees that led the Board to determine that it is appropriate to nominate these directors for election. We have a policy that members of our Board of Directors should retire from service at age 75 unless an extension is specifically approved. In accordance with this policy, an extension was approved for Joel C. Peterson, who is standing for election at our Annual Meeting.

  2. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 5 |

  3. Nominees for Election to the Board of Directors

    | Anne H. Chow Age: 58 Lead Independent Director Director Since: March 2016 Committees: Governance/Nominating Committee (Chair) Organization and Compensation Committee Growth Committee Other Directorships: 3M CSX | Ms. Chow is a transformative business leader whose trailblazing corporate career spans over three decades in the technology and business sectors. She is currently Lead Independent Director on the Board of Directors of FranklinCovey (NYSE: FC) and also serves on the board of directors of 3M (NYSE: MMM) and CSX (NASDAQ: CSX). Ms. Chow is a Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management and actively supports numerous local and national organizations, including serving on the Dallas Mavericks Advisory Council and Georgia Tech’s President’s Advisory Board. In her prior role as CEO of AT&T Business, she was the first woman of color CEO in AT&T’s 140+ year history, responsible for leading a $35 billion global operating unit comprised of over 35,000 people. Appointed to this position in 2019, she guided her team, through the pandemic amid unprecedented market upheaval around the world, to serve customers with communications solutions across all sectors including small and medium sized businesses, global multinational enterprises, the public sector as well as nearly all of the Fortune 1000. Anne’s leadership experiences and expertise over the decades span product management, marketing, sales, strategy, customer service, operations, network engineering and more. Widely recognized for her role model inclusive leadership and her impact in driving success at the intersection of people, culture, and technology, Ms. Chow was named to Fortune’s Most Powerful Women in Business twice, Forbes inaugural CEO Next List of Leaders set to revolutionize American business, Most Inspiring Woman in Communications by Light Reading, and is one of LinkedIn’s Top Voices. Her recent accolades include being recognized by The Johnson School at Cornell University with the L. Joseph Thomas Leadership Award for Lifetime Achievement, the highest honor for distinguished alumni, being awarded the Lifetime Achievement Award for Women in Business by the Dallas Business Journal and becoming the first leader of Asian descent to be inducted into the Dallas Business Hall of Fame since its inception in 1999. As a lifelong learner committed to inspiration and impact, Ms. Chow engages with local, national, and global audiences through keynotes, panel discussions, and published works. She is the national best-selling author of LEAD BIGGER: The Transformative Power of Inclusion, by Simon & Schuster and co-author of The Leader’s Guide to Unconscious Bias: How to Reframe Bias, Cultivate Connection, and Create High-Performing Teams. Ms. Chow holds B.S. and M.Eng. degrees in Electrical Engineering as well as an MBA with Distinction from Cornell University and is a graduate of the Pre-College Division of the Juilliard School of Music. Director Qualifications: The Company believes that Ms. Chow’s strong sales and enterprise relationship background as well as her extensive distribution and cross-functional global leadership experience provide valuable insight and skills to our Board of Directors. Ms. Chow’s significant leadership involvement with diversified entities throughout her career provides her with wide-ranging perspective and experience in the areas of management, operations, finance, and marketing. |

  4. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 6 |

  5. Nominees for Election to the Board of Directors

    | Craig Cuffie Age: 63 Independent Director Director Since: September 2021 Committees: Audit Committee Organization and Compensation Committee Growth Committee Other Directorships: Emburse | Since June of 2022, Mr. Cuffie has served as Group Chief Procurement Officer at HSBC, one of the world’s largest banks. In his current role, Mr. Cuffie is responsible for Sourcing, Procurement, Expense Management, Corporate Travel, Sustainability, and Third-Party Management. Prior to joining HSBC, Mr. Cuffie served as Executive Vice President and Chief Procurement Officer at Salesforce, where he served as an executive member of the Global Cyber Security Governance Team, the Global Policy Governance Team, and the Global Crisis Incident Management Team. Mr. Cuffie’s service at Salesforce ran from 2017 to June of 2022. Prior to joining Salesforce, Mr. Cuffie founded Eagle Island Advisors in 2015, a boutique private equity firm focused on sourcing lower mid-market opportunities in the 3rd Party Logistics industry. From 2013 to 2015, Mr. Cuffie served as Vice-President of Global Operations at Jawbone, Inc., and was Chief Procurement Officer and Vice-President of Supply Chain at Clearwire from 2010 through 2013. Over his career, Mr. Cuffie has accumulated over 30 years of business experience with 20 years of global management responsibility. Mr. Cuffie’s business experience includes board of director service, supply chain, income statement management, manufacturing, and procurement in multiple geographies. Mr. Cuffie earned his Masters Degree in management from Renssalaer Polytechnic Institute and is a member of the Executive Leadership Council, the Stanford University Graduate School of Business, Global Supply Chain Forum, the Institute for Supply Chain Management, and the procurement 50 cohort of the World 50. While at Salesforce, Mr. Cuffie was an executive sponsor of BOLDforce and AbilityForce, Salesforces’ Employee Resource Groups focused on Black employees and employees with disabilities, respectively. Mr. Cuffie is a frequent speaker on Diversity and Inclusion, its value and impact to corporate America and society. Director Qualifications: Mr. Cuffie’s extensive financial and operational expertise, as well as international leadership and prior board experience, provides him with wide-ranging knowledge and experience. His professional involvement in various capacities during his career enabled Mr. Cuffie to gain experience in many areas including finance, organizational development, financial planning, and corporate governance. Mr. Cuffie’s substantial financial knowledge and leadership experience enable him to make valuable contributions to our Board of Directors and on the Audit Committee. |

  6. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 7 |

  7. Nominees for Election to the Board of Directors

    | Donald J. McNamara Age: 71 Independent Director Director Since: June 1999 Committee: Audit Committee (Chair) Other Directorships: Crow Holdings A&O Hotels & Hostels | Mr. McNamara is the founder of The Hampstead Group LLC, a private equity investor based in Dallas, Texas, and has served as its Chairman since its inception in 1989. He has over 35 years of successful investment experience, including Bass Brothers Enterprises, Marriott Corporation, and JMB Realty. Mr. McNamara currently serves as a Senior Advisor to TPG’s real estate platform, which includes $8 billion of assets collectively in its equity and debt platforms. Mr. McNamara received an undergraduate degree in architecture from Virginia Tech in 1976 and an MBA from Harvard University in 1978. Director Qualifications: Mr. McNamara’s experience in private equity provides him with considerable expertise in financial and strategic matters. This expertise enables him to make valuable contributions to the Company in the areas of raising capital, capital deployment, acquisitions and dispositions, and other major financial decisions. This experience also qualifies Mr. McNamara to serve as an Audit Committee financial expert. Mr. McNamara’s involvement with other entities throughout his career provides him with wide-ranging perspective and experience in the areas of management, operations, and strategy. In addition, Mr. McNamara has a meaningful understanding of our operations having served on our Board of Directors for over 20 years, enabling him to make contributions to our strategy, innovation, and long-range plans. | | Joel C. Peterson Age: 77 Director Director Since: May 1997 Committees: Growth Committee Other Directorships: MGT Insurance | Mr. Peterson has been on the faculty at the Graduate School of Business at Stanford University since 1992, teaching courses in real estate investment, entrepreneurship, and leadership. Mr. Peterson is the former Chairman of the Board of Overseers at the Hoover Institution at Stanford (2016-2019) and in the Fall of 2021 began his second term as an Overseer. He is the former Chairman of the Board at JetBlue Airways (2008-2020). Mr. Peterson is also the Founding Partner and Chairman of Peterson Partners, a Salt Lake City-based Investment management firm with over $2 billion under management. Peterson Partners has invested in over 200 companies through 13 funds in four primary asset classes: growth-oriented private equity, venture capital, real estate, and search funds. Prior to Stanford Business School and founding Peterson Partners, Mr. Peterson was Chief Executive Officer of Trammell Crow Company, then the world's largest private commercial real estate development firm. Mr. Peterson earned an MBA from Harvard Business School and received his Bachelor's degree from Brigham Young University. Director Qualifications: Mr. Peterson brings chief executive leadership, extensive financial experience, and strong academic skills to our Board of Directors. Mr. Peterson’s roles in executive leadership, financial management, and private equity enable him to make key contributions in the areas of leadership, raising capital, capital deployment, strategy, operations, and growth. His experience with Peterson Partners and teaching courses on entrepreneurship adds valuable knowledge in growth and long-term strategic planning as well as accessing and deploying capital. Joel also has a deep understanding of the Company’s operations and background with over 27 years of experience on our Board of Directors. Further, prior to the FranklinCovey merger, Mr. Peterson served as a director of Covey Leadership Center from 1993 to 1997. |

  8. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 8 |

  9. Nominees for Election to the Board of Directors

    | Nancy Phillips Age: 57 Independent Director Director Since: May 2020 Committees: Organization and Compensation Committee (Chair) Governance/Nominating Committee Growth Committee Other Directorships: None | Since December 2019, Ms. Phillips has served as Executive Vice President, Chief People Officer, at Paramount, overseeing the combined company’s global human resources organization. Ms. Phillips is responsible for driving Paramount’s human resources strategy and delivering global programs to create a positive employee experience and a culture of high performance. Ms. Phillips also oversees the company’s Human Resource (HR) business partners, talent acquisition, organizational effectiveness, learning and development, total rewards, people analytics, HR operations, and global security. Ms. Phillips previously served as the Executive Vice President, Chief Human Resources Officer at Nielsen from January 2017 to December 2019, as well as on the Nielsen Foundation’s board of directors. Under her leadership, Nielsen was ranked No. 2 on Forbes’ “Employers for Diversity” list and received multiple “Great Place to Work” awards globally. Prior to joining Nielsen, Ms. Phillips was Chief Human Resources Officer of Broadcom during 2015 and 2016 prior to its sale to Avago Technologies, the largest technology deal in history at that time. Before joining Broadcom, from 2010 to 2014, she led the HR organization for Hewlett Packard’s Imaging and Printing Group, as well as HP’s Enterprise Services business group, a global organization with more than 120,000 employees. Prior to her experience at HP, Ms. Phillips served as Executive Vice President and Chief Human Resources Officer for Fifth Third Bancorp, a diversified financial services company with $133 billion in assets from 2008 to 2010. Ms. Phillips also spent 11 years with the General Electric Company serving in a variety of HR leadership roles. Ms. Phillips is active in a range of professional associations, and in 2006 received a YWCA TWIN (Tribute to Women) award in Silicon Valley for her commitment to diversity and inclusion. A member of the Florida Bar, she began her professional career as an attorney. Ms. Phillips earned a B.A. in English from the University of Delaware and a J.D. from Samford University in Birmingham, Alabama. Director Qualifications: Ms. Phillips’ extensive experience in human resource management provides our Board of Directors with expertise in human capital management and compensation, which provides her with the knowledge to serve effectively on our Organization and Compensation and Corporate Governance and Nominating Committees. Ms. Phillip’s legal background provides additional insight and expertise to regulatory and other potentially complex human resource matters. |

  10. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 9 |

  11. Nominees for Election to the Board of Directors

    | Efrain Rivera Age: 68 Independent Director Director Since: September 2023 Committee: Audit Committee Growth Committee Other Directorships: Jones Lange LaSalle, Inc. | Mr. Rivera was appointed to our Board of Directors on September 27, 2023, and has extensive executive and financial experience. Most recently, from October 2023 until his retirement in August 2024, Mr. Rivera served as Senior Advisor to the CEO of Paychex. He previously served as Senior Vice-President and Chief Financial Officer at Paychex from 2011 to 2023. During Mr. Rivera’s tenure, Paychex grew from $2 billion in revenue to $5 billion and transformed into a leading Human Capital Management firm with a market value approaching $45 billion. Prior to joining Paychex, Mr. Rivera served as Corporate Vice President and Chief Financial Officer at Bausch & Lomb, where his responsibilities ranged from managing commercial operations in Latin America and Canada, to leading finance for the global vision care division and overseeing the firm’s finance function. Mr. Rivera holds a Doctorate in Management from Case Western Reserve University, an MBA from the graduate school of business at the University of Rochester, and a Juris Doctor degree from New York University. Mr. Rivera is a certified management accountant (CMA) and is certified in financial management (CFM). Mr. Rivera currently serves on the Board of Directors of Jones Lange LaSalle, Inc. In 2022 Mr. Rivera was named a Business Icon by The Rochester Business Journal. Director Qualifications: Mr. Rivera’s extensive financial background and expertise, combined with his international leadership experience, provides him with wide-ranging knowledge and experience. His education and professional experience in various capacities enabled Mr. Rivera to gain experience in many areas including accounting, finance, internal control, financial planning, organizational development, strategic planning and corporate governance. Mr. Rivera’s substantial financial knowledge and leadership experience qualify him to serve as an Audit Committee Financial Expert and enable him to make valuable contributions to our Board of Directors and Audit Committee. |

  12. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 10 |

  13. Nominees for Election to the Board of Directors

    | Derek C.M. van Bever Age: 67 Independent Director Director Since: September 2019 Committees: Growth Committee (Chair) Governance/Nominating Committee Other Directorships: None | Mr. van Bever is a Senior Lecturer of Business Administration in the General Management Unit at the Harvard Business School and is a director of the Forum for Growth and Innovation. Mr. van Bever teaches courses in the Harvard MBA program, including Building and Sustaining a Successful Enterprise, and Leadership and Corporate Accountability. Mr. van Bever is co-chair of Harvard’s Executive Education course in Disruptive Innovation and is co-director of the Harvard Macy Institute’s Leading Innovation in Health Care and Education course. In 1983, Mr. van Bever co-founded The Advisory Board Company, a global research, consulting, and technology firm serving hospital and university executives, and was Chief Research Officer of The Corporate Executive Board, the world’s largest executive advisory network. Mr. van Bever’s research interests include the challenges facing leading companies seeking discontinuous renewal through market-creating innovation, as well as the new models for uniting faith, leadership, and corporate mission that are emerging in the economy. With his colleague Matthew S. Olsen, Mr. van Bever is co-author of the book, Stall Points (Yale University Press, 2008), a quantitative and qualitative analysis of the growth experience of companies in the Fortune 100 across the past half-century. A 2008 Harvard Business Review article authored by Mr. van Bever on the book entitled When Growth Stalls won the McKinsey Award for that year. Mr. van Bever received his Master of Business Administration from the Harvard Business School in 1988 and is a 2011 graduate of Harvard Divinity School (HDS). Mr. van Bever is a member of the HDS Dean’s Council and recently received the 2019 Dean’s Leadership Award for his leadership in the school’s strategic planning efforts around its 2016 bicentennial. Director Qualifications: Mr. van Bever brings experience in thought leadership and expertise in business growth, innovation, subscription businesses, and strategy to our Board of Directors. In his role as Chief Research Officer for The Corporate Executive Board, Mr. van Bever directed teams studying best practices in strategy, innovation, talent management, finance, and governance in the large-corporate sector worldwide. The Company believes Mr. van Bever’s experience, thought leadership, and research abilities make him a valuable addition to its Board of Directors. | | | : Mr. Walker’s extensive experience with Franklin Covey and leadership experience as our Chief Executive Officer provide him with significant knowledge and valuable insights regarding our industry, sales strategy, content, operations, and strategic priorities. His education and professional experience enable Mr. Walker to provide valuable contributions to the Board and to facilitate effective communication between our management and the Board of Directors. Mr. Whitman’s extensive experience in sales and working with clients also provides him with the knowledge to make valuable contributions to the Board of Directors in the areas of strategy, growth, technology deployment, and organizational development. | | Paul S. Walker Age: 49 Director Director Since: July 2023 Committees: None Other Directorships: None | Mr. Walker currently serves as the Company’s President and Chief Executive Officer, and was appointed to our Board of Directors effective July 1, 2023. Mr. Walker began his career with the Company in 2000 in the role of business developer, and quickly moved to become a Client Partner and then an Area Director. In 2007, Mr. Walker became General Manager of the North America Central Region. In 2014, Mr. Walker assumed responsibility for the Company’s United Kingdom operations in addition to his role as General Manager of the Central Region. In 2016, Mr. Walker relocated to the Company’s Salt Lake City, Utah headquarters where he served as Executive Vice President of Global Sales and Delivery and as President of the Company’s Enterprise Division until November 2019 when he was appointed President and Chief Operating Officer. During his time at Franklin Covey, Mr. Walker has led many digital transformation projects, including the transition to the All Access Pass. Mr. Walker graduated from Brigham Young University with a Bachelor of Arts in Communications. Director Qualifications: Mr. Walker’s extensive experience with Franklin Covey and leadership experience as our Chief Executive Officer provide him with significant knowledge and valuable insights regarding our industry, sales strategy, content, operations, and strategic priorities. His education and professional experience enable Mr. Walker to provide valuable contributions to the Board of Directors and to facilitate effective communication between our management and the Board of Directors. Mr. Walker’s extensive experience in sales and working with clients also provides him with the knowledge to make valuable contributions to the Board of Directors in the areas of strategy, growth, technology deployment, and organizational development. |

  14. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 11 |

  15. Nominees for Election to the Board of Directors

    | Robert A. Whitman Age: 71 Chairman of the Board of Directors Director Since: May 1997 Committees: None Other Directorships: None | Mr. Whitman has served as the Chairman of the Board of Directors since June 1999 and served as Chief Executive Officer of the Company from January 2000 through August 2021. Mr. Whitman previously served as a director of the Covey Leadership Center from 1994 to 1997. Prior to joining us, Mr. Whitman served as President and Co-Chief Executive Officer of The Hampstead Group LLC from 1992 to 2000 and is a founding partner at Whitman Peterson. Mr. Whitman received his Bachelor of Arts Degree in Finance from the University of Utah and his MBA from the Harvard Business School. Director Qualifications: Mr. Whitman’s leadership experience as the Chief Executive Officer of the Company for 21 years and his in-depth knowledge of our strategic priorities and operations enable him to provide valuable contributions to the Board of Directors in his role as Chairman of our Board of Directors. Mr. Whitman’s extensive experience in finance, private-equity investing, and leadership also provides him with the knowledge to make valuable contributions to the Board of Directors in the areas of finance, raising capital, and capital deployment. |

  16. Nominees for Election to the Board of Directors

    | | 2024 Proxy Statement | 12 |

  17. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation Director compensation is set by the Compensation Committee and approved by the Board of Directors and our management does not play a role in setting Board compensation. During fiscal 2024, we compensated members of the Board of Directors using a combination of cash and equity-based compensation. Board policy requires that each director who is not an employee of the Company maintain beneficial ownership of the Company’s Common Stock and/or unvested stock units, equal in value to at least five times the annual Board cash retainer during their tenure on the Board. New directors have up to five years of service on the Board in which to meet this ownership requirement. Paul S. Walker, our current CEO, does not currently receive compensation for his service on the Board. Following Robert A. Whitman’s September 1, 2023 transition from serving as Executive Chairman and Chairman of the Board to serving solely as Chairman of the Board, Mr. Whitman will only receive compensation for his service on the Board. The fiscal 2024 compensation received by Mr. Walker is shown in the Fiscal 2024 Summary Compensation Table, contained in the “Executive Compensation” section of this Proxy Statement. During fiscal 2024, our directors were paid the following amounts for services provided:

  18. Fiscal 2024 Director Compensation

    | Compensation Element | Amount | | Annual restricted stock award | $120,000 | | Annual cash retainer – Chairperson of the Board | 200,000 | | Annual cash retainer – Other Board members | 65,000 | | Committee retainer, paid for service on each committee | 10,000 | | Lead independent director annual retainer | 30,000 | | Audit committee chair annual retainer | 15,000 | | Compensation committee chair annual retainer | 10,000 | | Nominating committee chair annual retainer | 5,000 |

  19. Fiscal 2024 Director Compensation

    We reimburse the directors for their out-of-pocket travel and related expenses incurred while attending Board and committee meetings.

  20. Fiscal 2024 Director Compensation

    | | 2024 Proxy Statement | 18 |

  21. Fiscal 2024 Director Compensation Table

    Fiscal 2024 Director Compensation Table

  22. Fiscal 2024 Director Compensation Table

    | A | B | C | D | E | F | G | H | | Name | Fees earned or paid in cash ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other Comp ($) | Total ($) | | Anne H. Chow (1) | 130,000 | 120,000 | - | - | - | 56,000 | 306,000 | | Craig Cuffie | 87,500 | 120,000 | - | - | - | - | 207,500 | | Donald J. McNamara | 90,000 | 120,000 | - | - | - | - | 210,000 | | Joel C. Peterson | 72,500 | 120,000 | - | - | - | - | 192,500 | | Nancy Phillips | 105,000 | 120,000 | - | - | - | - | 225,000 | | Efrain Rivera | 82,500 | 120,000 | - | - | - | - | 202,500 | | Derek C.M. van Bever | 92,500 | 120,000 | - | - | - | - | 212,500 | | Paul S. Walker | - | - | - | - | - | - | - | | Robert A. Whitman | 200,000 | 120,000 | - | - | - | - | 320,000 |

  23. Fiscal 2024 Director Compensation Table

    Amounts reported in column C represent the fair value of stock-based compensation granted to each non-employee member of the Board of Directors. All Board of Director unvested stock awards are made annually in January following the Annual Meeting and have one-year vesting terms. In January 2024, each non-employee member of the Board received an unvested stock award of 2,892 shares that had a fair value of $120,000. The number of shares awarded to each member of the Board of Directors was determined by dividing the fair value of the share award by $41.50 per share, which was the closing price of our Common Stock on the date that the award was granted. At August 31, 2024, the directors held a total of 23,136 shares of unvested stock. For further information on the stock-based compensation awards presented in Column C, refer to Note 12 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 as filed with the SEC on November 12, 2024. (1)In addition to compensation received for service on our Board of Directors, Ms. Anne H. Chow may also deliver speeches and presentations on our behalf. During fiscal 2024, Ms. Chow presented at four events and received $56,000 in compensation for these presentations, which is shown in column G on the Director Compensation Table above. (2)At August 31, 2024, the aggregate number of unvested stock awards held by each current non-employee director was as follows: Anne H. Chow, 2,892 shares; Craig Cuffie, 2,892 shares; Donald J. McNamara, 2,892 shares; Joel C. Peterson, 2,892 shares; Nancy Phillips, 2,892 shares; Efrain Rivera, 2,892 shares; Derek C.M. van Bever, 2,892 shares; Robert A. Whitman, 2,892 shares; and all directors as a group, 23,136 shares.

  24. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation No changes were approved for fiscal 2025 Board of Director compensation from the amounts disclosed above.

  25. Analysis of Fiscal 2024 Compensation Decisions and Actions

    •Overall performance. Management Input Regarding Compensation Decisions: Our Compensation Committee meets in executive session to discuss the performance of our CEO and each of the other NEOs. Our CEO submitted year-end variable compensation calculations (certified by our CFO) and recommendations to the Committee for our other executives, including the NEOs. These calculations and recommendations precisely followed the payout guidelines established for incentive compensation relating to financial performance. General Market Assessment: Our Compensation Committee evaluates our NEO compensation program at a high level against market practices. In fiscal 2024, the Compensation Committee asked Mercer, the Committee’s compensation consultant, to assess our NEO compensation program, identify considerations that could inform compensation decisions, and advise as to current market practices, trends, and plan designs. Mercer reviewed data from its own research and databases and used this information primarily as supplemental data to assist the Compensation Committee in understanding current market practices related to executive compensation. Mercer has advised us that our compensation program (1) contains features that reinforce significant alignment with shareholders and a long-term focus, (2) blends subjective assessment and policies in a way that addresses known and perceived risks at levels consistent with market compensation for similar-sized and comparable professional services and content companies, and (3) has been aligned with corporate performance. As required under the NYSE rules, the Compensation Committee has confirmed Mercer’s independence, and assessed all relevant factors, including those required by the SEC that could give rise to a potential conflict of interest during fiscal 2024. The Compensation Committee did not identify any conflicts of interest raised by the work performed by Mercer. In making pay decisions for fiscal 2024, the Compensation Committee considered how executive compensation should drive desired performance toward our business objectives. The Compensation Committee also considered the specific business opportunities and challenges facing the Company compared to those of our competitors and similar-sized companies. The Compensation Committee discussed and reviewed benchmark elements of compensation when making its fiscal 2024 executive compensation decisions, resulting in executive compensation adjustments aligned to industry standards. Finally, the Compensation Committee generally considered the past performance of our NEOs, including performance against previous individual and corporate objectives, expected contribution to future corporate objectives and whether the NEOs’ performance was achieved consistent with our governing values. The Compensation Committee finalized decisions regarding the appropriate compensation level for each NEO based on these additional inputs. The following peer group was used for fiscal 2024. These companies were selected based on size, industry, and types of professional services offered, and remained the same as the peer group used in fiscal 2023. Annual revenues for the peer group, which is one of the factors considered in selecting the peers, range from approximately $100 million to $1.0 billion. The data for this peer group was regressed due to the overall revenue of the peer group, to be more comparable with our revenue. With our fiscal 2024 revenues totaling $287.2 million, we believe with the previously stated regression, this peer group is appropriate for comparative purposes. This peer group is one of many tools used by the Compensation Committee for assessing executive compensation and was comprised of the following companies for fiscal 2024: Computer Task Group, Inc. CRA International, Inc. Exponent, Inc. Forrester Research, Inc. The Hackett Group, Inc. HealthStream, Inc. Heidrick & Struggles International, Inc. Huron Consulting Group, Inc. Information Services Group, Inc. Mastech Digital, Inc. RCM Technologies, Inc. Resources Connection, Inc.

  26. Analysis of Fiscal 2024 Compensation Decisions and Actions

    based on a compensation plan approved by the Compensation Committee. The target STIP payout opportunities at 100% for our NEOs, determined by the Compensation Committee based on the considerations described above, were: $585,000 for Mr. Walker; $289,866 for Mr. Young; $250,000 for Ms. Colosimo; $220,000 for Mr. Covey and $221,000 for Ms. Dom. The STIP reinforces our strong pay-for-performance philosophy and rewards the achievement of specific business and financial goals during the fiscal year. STIP opportunities can range from 0% to 200% of target based on performance. Financial Performance Component (70%): The threshold necessary for NEOs to earn 100% of the financial performance component of their target STIP payout in fiscal 2024 was an increase in Qualified Adjusted EBITDA to $53.3 million, compared with the $45.0 million goal in the previous fiscal year. Qualified Adjusted EBITDA is calculated as reported Adjusted EBITDA, adjusted for the impact of foreign exchange and potentially other items. The Company uses Qualified Adjusted EBITDA in its analysis and decision-making because it provides information that facilitates consistent internal comparisons to the historical operating performance of prior periods, and we believe the measure provides greater transparency to evaluate operational activities and financial results. Qualified Adjusted EBITDA is also the primary measure by which internal business segment performance is evaluated and is regularly communicated to our analysts. Qualified Adjusted EBITDA is a non-GAAP financial measure we believe is useful in evaluating our business. Refer to the table in Appendix A for the reconciliation of Adjusted EBITDA to consolidated net income, a comparable GAAP financial measure. In fiscal 2024, Qualified Adjusted EBITDA was $56.0 million, which did not exceed the $57.0 million maximum threshold, and was 17% higher than the $49.5 million of Qualified Adjusted EBITDA achieved in fiscal 2023. This performance resulted in a payout of 71% of the maximum financial performance component. The following table shows the potential payouts to our NEOs based on the degree of attainment of fiscal 2024 STIP Qualified Adjusted EBITDA objectives (and assuming metric-based executive team performance objectives were achieved). Pro-rata calculations are on a straight-line basis between the performance levels.

  27. Analysis of Fiscal 2024 Compensation Decisions and Actions

    | Potential payouts for fiscal 2024 STIP Qualified Adjusted EBITDA objectives (70%) | | | | | | | | Qualified Adjusted EBITDA less than $48.0 million and not meeting performance objectives | If Qualified Adjusted EBITDA as calculated was > $48.0 million and < $53.3 million and meeting performance objectives | Targeted Qualified Adjusted EBITDA of $53.3 million and meeting performance objectives | If Qualified Adjusted EBITDA (including STIP expense) was > $53.3 million and < $56.0 million and meeting performance objectives | Targeted Qualified Adjusted EBITDA of $56.0 million and meeting performance objectives | If Qualified Adjusted EBITDA (including STIP expense) was > $56.0 million and < $57.0 million and meeting performance objectives | Qualified Adjusted EBITDA (including STIP expense) equal to or greater than $57.0 million and meeting performance objectives | | 0% | Pro-rata calculation | 100% | Pro-rata calculation | 150% | Pro-rata calculation | 200% |

  28. Analysis of Fiscal 2024 Compensation Decisions and Actions

    The Qualified Adjusted EBITDA portion of the payout combined with the achievement of 36% of the 30% performance objective component resulted in a total payout of 131% of STIP for fiscal 2024. These payouts are reflected in the “Fiscal 2024 Summary Compensation Table” found in this document under the heading “Non-Equity Incentive Plan Compensation.” For more information about the NEOs’ award opportunities under the STIP for fiscal 2024, refer to the “Fiscal 2024 Grants of Plan-Based Awards” table below. No other annual variable cash compensation awards were earned by the NEOs during fiscal 2024. Equity Compensation We believe that granting long-term equity awards over the years has created a strong alignment of interests between NEOs and shareholders, as reflected in our strong financial performance from fiscal 2010 through fiscal 2024. The same program and philosophy were reflected in our use of LTIP equity-based awards in fiscal 2024. Fiscal 2024 LTIP – Service-Based and Performance-Based Equity Grants: A significant portion of our NEOs’ total targeted compensation for fiscal 2024 was provided in the form of performance-based stock awards that vest upon the achievement of key financial objectives included in our longer-term financial plan over a period of years. If the minimum threshold performance target is not achieved within the allotted time frame, then the performance-based award tranche is forfeited, and no shares are awarded to participants. A smaller portion of our NEOs’ total targeted compensation for fiscal 2024 was provided in the form of service-based stock awards that vest upon the completion of three years of service. During fiscal 2024, the Compensation Committee granted performance-based and service-based equity awards to our NEOs. Shares may be earned under the fiscal 2024 LTIP award following the completion of a three-year measurement/service period, which ends on August 31, 2026, as described below: (1)Performance-Based Award – 75% percent of the fiscal 2024 LTIP award is based on Qualified Adjusted EBITDA performance, as defined earlier. We believe that Qualified Adjusted EBITDA is one of the most important measures of our financial results and is important in both the short- and long-term. Therefore, this measure is used in both our STIP and LTIP award plans. The Compensation Committee sets the Qualified Adjusted EBITDA award thresholds at levels which are expected to peak in the final year of the award measurement period. Qualified Adjusted EBITDA for purposes of the fiscal 2024 LTIP is based on the highest level of Qualified Adjusted EBITDA achieved for any rolling four-quarter period during the three-year measurement period ending August 31, 2026; and (2)Service-Based Award – 25% of the fiscal 2024 LTIP award vests after three years of service, which is expected to vest, if at all, on August 31, 2026. Consistent with prior years, the performance-based LTIP tranche has a 50% minimum performance threshold, a 100% expected (or target) threshold, and a 200% maximum limit threshold. The number of shares awarded in settlement of the performance-based tranche is a straight-line pro-rata calculation between the 50% minimum threshold and the 100% target, and a different straight-line pro-rata calculation between the 100% target and the 200% maximum threshold. Since the vesting of the performance-based LTIP award tranche has a measurement period of three years, as of August 31, 2024, the fiscal 2024 performance-based LTIP award remained unvested. The performance targets for the fiscal 2024 LTIP award (and the corresponding payout levels for achieving the targets) are as follows: Qualified Adjusted EBITDA Performance Measures •$57.0 million (50% of target – minimum threshold); •$67.0 million (100% of target); and •$77.0 million (200% of target – maximum threshold). We believe that our LTIP equity-based program aligns a significant portion of our executive compensation with improving performance, which increases intrinsic value to our shareholders. For further information regarding our specific LTIP awards and other share-based compensation instruments (including applicable performance achievement), please refer to the notes to our financial statements found in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 as previously filed with the SEC, and the footnotes to the “Outstanding Equity Awards at Fiscal 2024

  29. Analysis of Fiscal 2024 Compensation Decisions and Actions

    Year-End” table that are provided below. For more information about the NEOs’ award opportunities under the LTIP for fiscal 2024, refer to the “Fiscal 2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards” table below. On August 31, 2024, the performance-based tranches of the fiscal 2020 LTIP award and the time-based and performance-based tranches of the fiscal 2022 LTIP award vested to the award recipients. Due to the impact of the COVID-19 pandemic and uncertainties related to the economic recovery from the pandemic, on October 2, 2020, the Compensation Committee lengthened the service period for the performance-based tranches of the fiscal 2020 LTIP award by two years. The end of the measurement period was extended from August 31, 2022 to August 31, 2024, and the Qualified Adjusted EBITDA thresholds were each increased by $2.0 million from the amounts originally approved. The award thresholds for the maximum number of shares to vest in the fiscal 2020 LTIP were $54.0 million for Qualified Adjusted EBITDA and $205.0 million for subscription and related sales. The award threshold for the maximum payout of the performance tranche of the fiscal 2022 LTIP award was $55.0 million of Qualified Adjusted EBITDA. Based on the results achieved through the end of the measurement period on August 31, 2024, the maximum number of shares for the performance-based tranches of the fiscal 2020 and fiscal 2022 LTIP awards were earned by award participants. Refer the table entitled “Fiscal 2024 Option Exercises and Stock Vested” for further information on the number of shares earned by the NEOs from these two LTIP awards. Qualified Retirement Benefits: Each of our NEOs participates in our 401(k) plan, which is our tax-qualified retirement plan available to all eligible U.S. associates. We match participant contributions dollar-for-dollar on the first 1% of salary contributed to the 401(k) plan and 50 cents on the dollar for the next 4% of salary contributed. Our match for executives is the same received by all associates who participate in the 401(k) plan. Contributions to the 401(k) plan from highly compensated employees are currently limited to a maximum of 12% of their compensation, subject to statutory limits. Other Benefits: The Compensation Committee evaluates the market competitiveness of the executive benefit package to determine the most critical and essential benefits necessary to retain executives. Based on market information received from Mercer, the Compensation Committee determined to include executive life insurance for certain NEOs. For fiscal 2024, the Compensation Committee was provided with the estimated value of these items (which value is included in the Fiscal 2024 Summary Compensation Table below), and determined, as in prior years, that these amounts were not material in determining our NEOs’ fiscal 2024 compensation. Term Life Insurance: Franklin Covey provides a portable 20-year term life policy for Mr. Young. The coverage amount is about 2.5 times Mr. Young’s target annual cash compensation (base salary plus target performance-based cash variable pay). We maintain a number of other broad-based associate benefit plans, consistent with our values, in which our NEOs participate on the same terms as other associates who meet the eligibility requirements, subject to any legal limitations on amounts that may be contributed to or benefits payable under the plans. These benefits include: •Our high-deductible health plans and health savings accounts administered under Sections 125 and 223 of the Internal Revenue Code of 1986, as amended (the Code); and •Our Employee Stock Purchase Plan implemented and administered under Section 423 of the Code. Severance Policy: We have implemented a severance policy to establish, in advance, the appropriate treatment for terminated NEOs and to help ensure market competitiveness. The severance policy uses the same benefit formula for our NEOs as it uses for all our associates. We do not “gross-up” severance payments to compensate for taxes. For more information about the terms of this severance policy, see the section below entitled “Executive Compensation – Potential Payments Upon Termination or Change-in-Control.” Employment Agreements and Change-in-Control Severance Agreements: We do not have employment agreements with any of our NEOs, but we are a party to change-in-control severance agreements with each of our NEOs. However, consistent with our conservative approach, the severance amount is only one times the executive’s total targeted annual cash compensation without any excise tax gross-ups and potential acceleration of all the NEOs’ outstanding equity awards. For more information about the terms of these change-in-control severance agreements, see the section below entitled “Executive Compensation – Potential Payments Upon Termination or Change-in-Control.”

  30. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table

  31. Fiscal 2024 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Paul S. Walker | 2024 | 632,692 | - | 1,625,073 | 765,648 | 19,635 | 3,043,048 | | President and CEO | 2023 | 546,154 | - | 1,304,459 | 845,107 | 17,527 | 2,713,247 | | | 2022 | 497,115 | - | 853,235 | 744,375 | 21,281 | 2,116,006 | | Stephen D. Young | 2024 | 378,068 | - | 400,047 | 379,377 | 19,841 | 1,177,333 | | CFO | 2023 | 350,000 | - | 350,052 | 431,740 | 17,869 | 1,149,661 | | | 2022 | 350,000 | - | 398,220 | 466,475 | 22,670 | 1,237,365 | | Jennifer C. Colosimo | 2024 | 375,000 | - | 250,055 | 326,450 | 19,535 | 971,040 | | President - Enterprise | 2023 | 375,000 | - | 250,147 | 455,263 | 16,850 | 1,097,260 | | Division | 2022 | 375,000 | - | 227,555 | 496,250 | 19,453 | 1,118,258 | | M. Sean Covey | 2024 | 330,000 | - | 220,040 | 289,784 | 106,039 | 945,863 | | President - Education | 2023 | 330,000 | - | 220,005 | 424,292 | 127,549 | 1,101,846 | | Division | 2022 | 327,692 | - | 250,309 | 436,700 | 141,274 | 1,155,975 | | Colleen Dom | 2024 | 323,077 | - | 200,044 | 287,936 | 20,124 | 831,181 | | Executive Vice-President | | | | | | | | | of Operations | | | | | | | |

  32. Fiscal 2024 Summary Compensation Table

    Salary: The amounts reported in the “Salary” column represent base salaries earned in cash to each NEO for the fiscal year indicated. Stock Awards: The amounts reported in the “Stock Awards” column for fiscal 2024 represent the aggregate grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718), based on the probable outcome of any applicable performance criteria, excluding the effect of estimated forfeitures, for the stock awards granted to NEOs as LTIP awards during fiscal 2024. The probable outcome of the awards granted during fiscal 2024 with performance conditions were based on the Company meeting the 100% target for the financial performance condition. Assuming the maximum performance level is achieved, the value of each LTIP award in this column would be as follows: Mr. Walker, $2,843,750; Mr. Young, $700,000; Ms. Colosimo, $437,500; Mr. Covey, $385,000; and Ms. Dom, $350,000 (for further information regarding these stock awards and the assumptions made in their valuation, refer to Note 12, Stock-Based Compensation Plans, in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year that ended on August 31, 2024). Non-Equity Incentive Plan Compensation: The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the cash amounts earned to each NEO under the STIP for the fiscal year indicated. Payments are based on achieving strategic objectives established annually and meeting annual financial targets. All Other Compensation: The amounts reported for fiscal 2024 in the “All Other Compensation” column are set forth in the “Fiscal 2024 All Other Compensation Table” below.

  33. Fiscal 2024 Summary Compensation Table

    | | 2024 Proxy Statement | 33 |

  34. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table sets forth the plan-based equity and cash awards that were granted to our NEOs during fiscal 2024. We granted the following types of awards in fiscal 2024: annual incentive-based cash awards (STIP); LTIP equity awards in the form of performance-based awards; and LTIP equity awards in the form of service-based awards.

  35. Fiscal 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts | | | | | | All Other | Grant Date | | | | Under Non-Equity Incentive | | | Estimated Future Payouts Under | | | Stock Awards: | Fair Value | | | | Plan Awards | | | Equity Incentive Plan Awards | | | Number of | of Stock and | | | | | | | | | | Shares or | Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock Units | Awards(d) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Mr. Walker | | | | | | | | | | | STIP(a) | 10/6/23 | - | 585,000 | 1,170,000 | - | - | - | - | - | | LTIP shares(b) | 10/6/23 | - | - | - | 14,842 | 29,683 | 59,365 | - | 1,218,784 | | LTIP shares(c) | 10/6/23 | - | - | - | - | - | - | 9,895 | 406,289 | | Mr. Young | | | | | | | | | | | STIP(a) | 10/6/23 | - | 289,866 | 579,732 | - | - | - | - | - | | LTIP shares(b) | 10/6/23 | - | - | - | 3,654 | 7,307 | 14,613 | - | 300,025 | | LTIP shares(c) | 10/6/23 | - | - | - | - | - | - | 2,436 | 100,022 | | Ms. Colosimo | | | | | | | | | | | STIP(a) | 10/6/23 | - | 250,000 | 500,000 | - | - | - | - | - | | LTIP shares(b) | 10/6/23 | - | - | - | 2,284 | 4,567 | 9,133 | - | 187,521 | | LTIP shares(c) | 10/6/23 | - | - | - | - | - | - | 1,523 | 62,534 | | Mr. Covey | | | | | | | | | | | STIP(a) | 10/6/23 | - | 220,000 | 440,000 | - | - | - | - | - | | LTIP shares(b) | 10/6/23 | - | - | - | 2,010 | 4,019 | 8,038 | - | 165,020 | | LTIP shares(c) | 10/6/23 | - | - | - | - | - | - | 1,340 | 55,020 | | Ms. Dom | | | | | | | | | | | STIP(a) | 10/6/23 | - | 221,000 | 442,000 | - | - | - | - | - | | LTIP shares(b) | 10/6/23 | - | - | - | 1,827 | 3,654 | 7,307 | - | 150,033 | | LTIP shares(c) | 10/6/23 | - | - | - | - | - | - | 1,218 | 50,011 |

  36. Fiscal 2024 Grants of Plan-Based Awards

    (a)These amounts relate to the STIP cash awards for the annual performance period ended August 31, 2024. The actual payouts made to the NEOs for this program are shown in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2024 Summary Compensation Table” above. (b)These amounts relate to the LTIP equity awards granted to the NEOs under the Franklin Covey Co. 2022 Omnibus Incentive Plan in the form of performance-based awards, which vest based on the highest rolling four-quarter levels of Qualified Adjusted EBITDA achieved during the measurement period, which ends on August 31, 2026. (c)These amounts relate to the LTIP equity awards granted to the NEOs in the form of service-based awards, which are expected to vest on August 31, 2026. (d)The amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column for fiscal 2024 represent the aggregate grant date fair values (computed in accordance with ASC Topic 718), based on the probable outcome of any applicable performance conditions, excluding the effect of estimated forfeitures, for the awards granted to NEOs as LTIP awards. For the performance-based awards, the fair value on the grant date was based on the assumption that the target award would most likely vest to participants.

  37. Fiscal 2024 Grants of Plan-Based Awards

    | | 2024 Proxy Statement | 35 |

  38. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following equity awards granted to our NEOs were outstanding as of August 31, 2024.

  39. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards | | | Other Stock Awards | | | | | | | | | | | | | Equity Incentive | | | | | | | | | Equity Incentive | Plan Awards: | | | | | | | | | Plan Awards: | Market or | | | | Number of | | | Number of | Market Value | Number of | Payout Value of | | | | Securities | | | Shares or Units | of Shares or | Unearned Shares, | Unearned Shares, | | | | Underlying | Option | | of Stock That | Units of Stock | Units, or Other | Units, or Other | | | | Unexercised | Exercise | Option | Have Not | That Have Not | Rights That Have | Rights That Have | | | Grant | Options (#) | Price | Expiration | Vested | Vested | Not Vested | Not Vested | | Name | Date | Exerciseable | ($) | Date | (#) | ($)(e) | (#) | ($)(e) | | Mr. Walker | 10/6/23(a) | - | - | - | - | - | 59,365 | 2,390,035 | | | 10/6/23(b) | - | - | - | 9,895 | 398,373 | - | - | | | 12/9/22(c) | - | - | - | - | - | 17,398 | 700,443 | | | 12/9/22(d) | - | - | - | 2,900 | 116,754 | - | - | | | 10/14/22(c) | - | - | - | - | - | 23,911 | 962,657 | | | 10/14/22(d) | - | - | - | 3,986 | 160,476 | - | - | | Mr. Young | 10/6/23(a) | - | - | - | - | - | 14,613 | 588,319 | | | 10/6/23(b) | - | - | - | 2,436 | 98,073 | - | - | | | 10/14/22(c) | - | - | - | - | - | 11,159 | 449,261 | | | 10/14/22(d) | - | - | - | 1,860 | 74,884 | - | - | | Ms. Colosimo | 10/6/23(a) | - | - | - | - | - | 9,133 | 367,695 | | | 10/6/23(b) | - | - | - | 1,523 | 61,316 | - | - | | | 10/14/22(c) | - | - | - | - | - | 7,875 | 317,048 | | | 10/14/22(d) | - | - | - | 1,438 | 57,894 | - | - | | Mr. Covey | 10/6/23(a) | - | - | - | - | - | 8,038 | 323,610 | | | 10/6/23(b) | - | - | - | 1,340 | 53,948 | - | - | | | 10/14/22(c) | - | - | - | - | - | 7,014 | 282,384 | | | 10/14/22(d) | - | - | - | 1,169 | 47,064 | - | - | | Ms. Dom | 10/6/23(a) | - | - | - | - | - | 7,307 | 294,180 | | | 10/6/23(b) | - | - | - | 1,218 | 49,037 | - | - | | | 10/14/22(c) | - | - | - | - | - | 6,377 | 256,738 | | | 10/14/22(d) | - | - | - | 1,063 | 42,796 | - | - |

  40. Outstanding Equity Awards at Fiscal 2024 Year-End

    (a)These awards are LTIP awards granted in the form of performance-based awards in fiscal 2024. Amounts in this table with respect to the fiscal 2024 grant reflect an estimated payout of shares based on the maximum level of achievement with respect to the applicable performance metrics. The vesting requirements and general terms of these awards are described in the preceding Compensation Discussion and Analysis and the number of shares that eventually vest may differ from the maximum number of shares shown in the table. (b)These awards are LTIP awards granted in the form of time-based, or service-based, awards in fiscal 2024, which are expected to vest on August 31, 2026. The vesting conditions and general terms for this award are described in the preceding Compensation Discussion and Analysis. (c)These awards are LTIP awards granted in the form of performance-based awards in fiscal 2023. Amounts in this table with respect to the fiscal 2023 grant reflect an estimated payout of shares based on the maximum level of achievement with respect to the applicable performance metrics. The minimum threshold, target, and maximum award levels for this award are $48.0 million, $57.0 million, and $67.0 million, respectively. The actual number of shares that eventually vest may be different than the maximum number of shares shown above. (d)These awards are LTIP awards granted in the form of time-based, or service-based, awards in fiscal 2023, which are expected to vest on August 31, 2025. (e)Values were determined by multiplying the target number of performance awards, or the number of service-based awards, by the closing price per share of the Company’s Common Stock on the NYSE on August 31, 2024 of $40.26.

  41. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | 2024 Proxy Statement | 36 |

  42. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested

  43. Fiscal 2024 Option Exercises and Stock Vested

    | | Option Awards | | Other Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired on | Realized on | Acquired on | Realized on | | | Exercise | Exercise | Vesting | Vesting | | Name | (#) | ($) | (#)(a) | ($)(b) | | Mr. Walker | - | - | 49,870 | 2,007,766 | | Mr. Young | - | - | 29,643 | 1,193,427 | | Ms. Colosimo | - | - | 14,839 | 597,418 | | Mr. Covey | - | - | 17,793 | 716,346 | | Ms. Dom | - | - | 16,939 | 681,964 |

  44. Fiscal 2024 Option Exercises and Stock Vested

    (a)On August 31, 2024 the performance-based tranches of the fiscal 2020 LTIP award and the time-based tranche and performance-based tranche of the fiscal 2022 LTIP award vested to the award recipients. The performance-based tranches of the fiscal 2020 LTIP and fiscal 2022 LTIP awards vested at the maximum level provided for by the award. (b)The value realized was determined by multiplying the number of shares acquired upon vesting from the 2020 and 2022 LTIP awards by $40.26, which was the closing share price of the Company’s Common Stock on August 31, 2024.

  45. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Severance Benefits Upon Termination Without Cause Our NEOs are subject to the same general (non-change-in-control) severance policies as all Franklin Covey associates. Under our severance policy, Company associates, including each of the NEOs, who are terminated involuntarily by the Company without cause receive a lump-sum payment equal to one week’s salary for every $10,000 of their annual total targeted cash compensation. Additionally, we pay COBRA medical and dental premiums for the term of the severance period up to 18 months, as stipulated by COBRA regulations. As a condition of receipt of severance benefits, the NEO must agree to abide by specific non-compete, non-solicitation, and confidentiality requirements. The target total severance payment equals the target annual cash compensation plus target COBRA premiums for the severance period. The amounts below assume that each NEO experienced a qualifying termination of employment on August 31, 2024 (the last business day of fiscal 2024).

  46. Chief Executive Officer Pay Ratio Disclosure

    Chief Executive Officer Pay Ratio Disclosure The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Company to disclose the ratio of the CEO’s annual total compensation (under the Summary Compensation Table definition) to that of the Company’s median employee (excluding the CEO) using the same methodology. To determine the median employee, we prepared a list of our employee population as of June 30, 2024. We included the global employee population (approximately 1,110 employees), whether employed on a full-time, part-time, temporary, or seasonal basis. We established a consistently applied compensation measure consisting of total cash paid from July 1, 2023, through June 30, 2024. We annualized compensation for employees hired during that time. Non-U.S. employee compensation was converted to U.S. dollars based on applicable exchange rates as of June 30, 2024. Pay Ratio Calculation – Our CEO’s annual total compensation for fiscal 2024, as disclosed in the Summary Compensation Table, is $3,043,048. The annual total compensation for our median employee is $93,656. The ratio between the CEO’s and median employee’s annual total compensation as of August 31, 2024, is approximately 32:1. We believe that the CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so other companies’ CEO pay ratios may not be comparable.

  47. Chief Executive Officer Pay Ratio Disclosure

    | | 2024 Proxy Statement | 39 |

  48. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  49. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning: (1) the compensation of our Chief Executive Officers (Mr. Whitman in 2021 and Mr. Walker in 2022, 2023, and 2024) and the average compensation for our other Named Executive Officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended August 31, 2021, 2022, 2023 and 2024 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group (“S&P 600 Commercial & Professional Services Index TSR”), Net Income and Qualified Adjusted EBITDA over such years in accordance with SEC rules for each such fiscal year:

  50. Pay Versus Performance Table

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on: | | | | | | | | | | | | | S&P 600 | | | | | | | | | Average | Average | | Commercial & | | | | | | | | | Summary | Compensation | | Professional | | | | | Summary | Summary | Compensation | Compensation | Compensation | Actually | | Services Index | | | | | Compensation | Compensation | Actually | Actually | Table Total for | Paid to | Total | Total | | | | | Table Total for | Table Total for | Paid to | Paid to | Non-CEO | Non-CEO | Shareholder | Shareholder | Net | Adjusted | | | Mr. Whitman | Mr. Walker | Mr. Whitman | Mr. Walker | NEOs | NEOs | Return | Return | Income | EBITDA | | Year | ($) | ($) | ($)(1) | ($)(1) | ($)(1) | ($)(1)(2) | ($) | ($)(3) | ($000) | ($000)(4) | | 2024 | - | 3,043,048 | - | 2,190,612 | 981,354 | 791,382 | 203.95 | 145.88 | 23,402 | 55,273 | | 2023 | - | 2,713,247 | - | 2,922,337 | 1,237,806 | 900,191 | 216.16 | 119.32 | 17,781 | 48,066 | | 2022 | - | 2,116,006 | - | 3,128,299 | 1,334,483 | 2,150,488 | 240.98 | 118.56 | 18,430 | 42,197 | | 2021 | 2,954,251 | - | 15,489,154 | - | 1,140,890 | 4,072,481 | 220.21 | 142.48 | 13,623 | 27,958 |

  51. Pay Versus Performance Table

    (1)The following individuals are our Named Executive Officers for each fiscal year:

  52. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2024 | Paul S. Walker | Stephen D. Young, M. Sean Covey, Jennifer C. Colosimo, and Colleen Dom | | 2023 | Paul S. Walker | Stephen D. Young, Robert A. Whitman, M. Sean Covey, and Jennifer C. Colosimo | | 2022 | Paul S. Walker | Stephen D. Young, Robert A. Whitman, M. Sean Covey, and Jennifer C. Colosimo | | 2021 | Robert A. Whitman | Stephen D. Young, Paul S. Walker, M. Sean Covey, and Colleen Dom |

  53. Pay Versus Performance Table

    (2)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  54. Pay Versus Performance Table

    | | 2024 Proxy Statement | 40 |

  55. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | 2024 | | | Adjustments | Mr. Whitman | Average Non-CEO NEOs | Mr. Walker | Average Non-CEO NEOs | Mr. Walker | Average Non-CEO NEOs | Mr. Walker | Average Non-CEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ($1,150,000) | ($293,750) | ($853,235) | ($503,441) | ($1,304,459) | ($455,075) | ($1,625,073) | ($267,547) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $5,433,750 | $1,295,504 | $1,523,239 | $898,776 | $2,063,393 | $696,929 | $1,593,410 | $262,334 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $5,255,106 | $1,259,291 | $328,787 | $407,398 | ($244,368) | ($187,755) | ($700,584) | ($137,030) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $2,996,047 | $670,547 | $13,502 | $13,273 | ($305,476) | ($391,715) | ($120,189) | ($47,729) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | $12,534,903 | $2,931,591 | $1,012,293 | $816,005 | $209,090 | ($337,615) | ($852,436) | ($189,972) |

  56. Pay Versus Performance Table

    (3)TSR is cumulative for the measurement periods beginning on August 31, 2020 and ending on August 31 of each of 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 600 Commercial & Professional Services Index is the same index we use in our performance graph in the Company’s Annual Report on Form 10-K for the year ended August 31, 2024. (4)Adjusted EBITDA is a non-GAAP financial measure. For more information on the Company’s use of this metric and a reconciliation to GAAP, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement.

  57. Pay Versus Performance Table

    | | 2024 Proxy Statement | 41 |

  58. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  59. Compensation Actually Paid vs Total Shareholder Return

    Compensation Actually Paid vs Total Shareholder Return As shown in the chart below, the CEOs’ and remaining NEOs’ compensation actually paid aligned with the Company’s Total Shareholder Return. When the Company’s stock price increased significantly from the beginning of fiscal 2021 to the end of fiscal 2021, the amount of compensation actually paid was also high. This is primarily due to the Company’s use of equity awards in the LTIP, which increase in value with increases in the Company’s share price, and is consistent with shareholder experience during this time. The chart also compares the Company’s cumulative TSR and the cumulative TSR of the selected peer group and shows we outperformed the peer group during the periods presented.

  60. Compensation Actually Paid vs Total Shareholder Return

    | | 2024 Proxy Statement | 42 |

  61. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income The chart below compares the CEOs’ and other NEOs’ compensation actually paid to our net income. Due to the proportion of compensation paid to our CEOs and other NEOs under the Company’s LTIP, which uses equity-based awards, compensation actually paid correlates more closely to our share price than to net income and the Company does not generally determine compensation specifically based on a net income performance measure.

  62. Compensation Actually Paid vs Net Income

    | | 2024 Proxy Statement | 43 |

  63. Compensation Actually Paid vs Qualified Adjusted EBITDA

    Compensation Actually Paid vs Qualified Adjusted EBITDA The chart below compares the CEOs’ and other NEOs’ compensation actually paid to our Qualified Adjusted EBITDA. Qualified Adjusted EBITDA comprises the largest portion of the performance metrics for determining our LTIP and STIP awards. However, due to the proportion of compensation paid to our CEOs and other NEOs under the Company’s LTIP, compensation actually paid correlates more closely to our share price than to Qualified Adjusted EBITDA.

  64. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The performance measures listed below represent the most important performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended August 31, 2024 and are described further in our Compensation Discussion and Analysis above.

  65. Pay Versus Performance Tabular List

    | Qualified Adjusted EBITDA | | All Access Pass Revenue | | Strategic Measures (revenue retention, etc.) |

  66. Pay Versus Performance Tabular List

    | | 2024 Proxy Statement | 44 |

  67. Election of Directors

    Election of Directors At the Annual Meeting, nine directors are to be elected to serve until the next annual meeting of shareholders or until their successors shall be duly elected and qualified. Our director nominees have a great diversity of experience and bring to our Board of Directors a wide variety of skills, qualifications, and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. They have developed their skills and gained experience across a broad range of industries and disciplines in both established and growth markets. The biographies contained in the section of this Proxy Statement entitled, “Nominees for Election to the Board of Directors” describe the many areas of individual expertise that each director nominee brings to our Board of Directors. Unless the shareholder indicates otherwise, each proxy will be voted in favor of the nine nominees listed below. Each of the nominees is currently serving as a director of the Company. If any of the nominees should be unavailable to serve, which is not now anticipated, the proxies solicited hereby will be voted for such other persons as shall be designated by the present Board of Directors.