DEF 14A of Franklin Covey Co
Filed Dec 18, 2025 · FY20250001193125-25-324927
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors Our Board currently consists of eight 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 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 eight nominees. 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, which support the Board's determination 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. We are saddened to report that our fellow board member, Joel C. Peterson, recently passed away and will not be standing for election this year. We are grateful for his many years of invaluable service to the Company.
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 6 |
Nominees for Election to the Board of Directors
| | PROFESSIONAL HIGHLIGHTS 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. | | Anne H. Chow Age: 59 Lead Independent Director Director Since: March 2016 Committee: Corporate Governance and Nominating Committee (Chair) Organization and Compensation Committee Growth Committee Other Directorships: 3M CSX | |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 7 |
Nominees for Election to the Board of Directors
| | PROFESSIONAL HIGHLIGHTS 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, Third-Party Management and Real Estate. 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. 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. | | Craig Cuffie Age: 64 Independent Director Director Since: September 2021 Committee: Audit Committee Organization and Compensation Committee Growth Committee Other Directorships: Emburse | |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 8 |
Nominees for Election to the Board of Directors
| Donald J. McNamara Age: 72 Independent Director Director Since: June 1999 Committee: Audit Committee Growth Committee Other Directorships: Crow Holdings A&O Hotels & Hostels | PROFESSIONAL HIGHLIGHTS 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 25 years, enabling him to make contributions to our strategy, innovation, and long-range plans. |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 9 |
Nominees for Election to the Board of Directors
| Nancy Phillips Age: 57 Independent Director Director Since: May 2020 Committees: Organization/Compensation Committee (Chair) Governance/Nominating Committee Growth Committee Other Directorships: None | PROFESSIONAL HIGHLIGHTS Ms. Phillips served as the Chief People Officer of Paramount Global from December 2019 to August 2025, when Paramount Global closed its transaction with Skydance. In that position she oversaw the combined company's global human resources organization. Ms. Phillips was 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 managed 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. |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 10 |
Nominees for Election to the Board of Directors
| Efrain Rivera Age: 68 Independent Director Director Since: September 2023 Committee: Audit Committee (Chair) Growth Committee Other Directorships: Jones Lange LaSalle, Inc. | PROFESSIONAL HIGHLIGHTS 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. |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 11 |
Nominees for Election to the Board of Directors
| Derek C.M. van Bever Age: 68 Independent Director Director Since: September 2019 Committees: Growth Committee (Chair) Governance/Nominating Committee Other Directorships: None | PROFESSIONAL HIGHLIGHTS Since 2012, Mr. van Bever has been a Senior Lecturer of Business Administration in the General Management Unit at the Harvard Business School and 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. We believe Mr. van Bever’s experience, thought leadership, and research abilities make him a valuable addition to our Board of Directors. |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 12 |
Nominees for Election to the Board of Directors
| Paul S. Walker Age: 50 Director Director Since: July 2023 Committees: Growth Committee Other Directorships: None | PROFESSIONAL HIGHLIGHTS Mr. Walker has served as our President and Chief Executive Officer since September 2021, 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. |
Nominees for Election to the Board of Directors
| Robert A. Whitman Age: 72 Chairman of the Board of Directors Director Since: May 1997 Committees: Growth Committee Other Directorships: None | PROFESSIONAL HIGHLIGHTS 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. |
Nominees for Election to the Board of Directors
| | 2025 Proxy Statement | 13 |
Fiscal 2025 Director Compensation
Fiscal 2025 Director Compensation Director compensation is recommended 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 2025, 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. The fiscal 2025 compensation received by Mr. Walker is shown in the Fiscal 2025 Summary Compensation Table, contained in the “Executive Compensation” section of this Proxy Statement.
Fiscal 2025 Director Compensation
| | 2025 Proxy Statement | 20 |
Fiscal 2025 Director Compensation
During fiscal 2025, our directors were paid the following amounts for services provided:
Fiscal 2025 Director Compensation
| Compensation Element | Amount | | Annual restricted stock award | $120,000 | | Annual cash retainer – Chairperson of the Board | 200,000 | | Annual cash retainer – Other Board members | 65,000 | | Committee retainer, paid for service on each committee | 10,000 | | Lead independent director annual retainer | 30,000 | | Audit committee chair annual retainer | 15,000 | | Compensation committee chair annual retainer | 10,000 | | Nominating committee chair annual retainer | 5,000 | | Growth committee chair annual retainer | 5,000 |
Fiscal 2025 Director Compensation
Each Committee Chair receives the regular Committee retainer, in addition to the Committee Chair retainer. We reimburse the directors for their out-of-pocket travel and related expenses incurred while attending Board and committee meetings.
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
| A | B | C | D | E | F | G | H | | Name | Fees earned or paid in cash ($) | 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 | - | - | - | 20,000 | 270,000 | | Craig Cuffie | 85,000 | 120,000 | - | - | - | - | 205,000 | | Donald J. McNamara | 90,000 | 120,000 | - | - | - | - | 210,000 | | Joel C. Peterson | 75,000 | 120,000 | - | - | - | - | 195,000 | | Nancy Phillips | 105,000 | 120,000 | - | - | - | - | 225,000 | | Efrain Rivera | 85,000 | 120,000 | - | - | - | - | 205,000 | | Derek C.M. van Bever | 90,000 | 120,000 | - | - | - | - | 210,000 | | Paul S. Walker | - | - | - | - | - | - | - | | Robert A. Whitman | 200,000 | 120,000 | - | - | - | - | 320,000 |
Fiscal 2025 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 2025, each non-employee member of the Board received an unvested stock award of 3,417 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 $35.12 per share, which was the closing price of our Common Stock on the date that the award was granted. As of August 31, 2025, the directors held a total of 27,336 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, 2025 as filed with the SEC on November 12, 2025. (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 2025, Ms. Chow presented at one event and received $20,000 in compensation for this keynote address, which is shown in column G on the Director Compensation Table above.
Fiscal 2025 Director Compensation Table
| | 2025 Proxy Statement | 21 |
Fiscal 2025 Director Compensation Table
At August 31, 2025, the aggregate number of unvested stock awards held by each non-employee director was as follows: Anne H. Chow, 3,417 shares; Craig Cuffie, 3,417 shares; Donald J. McNamara, 3,417 shares; Joel C. Peterson, 3,417 shares; Nancy Phillips, 3,417 shares; Efrain Rivera, 3,417 shares; Derek C.M. van Bever, 3,417 shares; Robert A. Whitman, 3,417 shares; and all directors as a group, 27,336 shares.
Fiscal 2026 Director Compensation
Fiscal 2026 Director Compensation No changes were approved for fiscal 2026 Board of Director compensation from the amounts disclosed above.
Guiding Philosophy, Principles and Objectives of our Executive Compensation Program
| Maintain a Pay-for-Performance Culture | A majority of our NEOs’ compensation opportunities are variable and tied to performance. Compensation is directly linked to the Company’s achievement of annual and long-term objectives, reinforcing accountability and a strong performance orientation. | | Encourage Long-Term Alignment with Shareholders and a Long-Term Company-Wide Focus | A significant portion of NEO compensation is delivered in equity, including both time-based restricted stock units (“RSUs”) and performance share units (“PSUs”). These awards promote executive ownership and directly link realized pay to the Company’s financial performance and shareholder value. We believe this practice will result in our NEOs building a significant investment in Company shares over time, fostering a culture of teamwork and partnership while encouraging a stewardship mindset among our key leaders. | | Attract and Retain Talent | The program is designed to provide market competitive target compensation that attracts, motivates, and retains top-performing executives. Long-term incentive awards are structured with multi-year vesting schedules to support retention and ensure that a meaningful portion of executive compensation remains at risk and unvested at any given time. |
Principal Elements of Executive Compensation
| Element | Form | Pay / Philosophy Objective | | Base Salary | Cash | Attract and retain top talent by providing a stable source of income commensurate with individual performance, scope of responsibility, and market competitiveness. | | Annual Cash Bonus | Cash | Reward strong Company performance against annual financial and strategic goals while reinforcing accountability and aligning short-term decision making with long-term strategy. | | Long-Term Incentives - RSUs (25%) | Equity (Time-Based) | Encourage retention and promote alignment with shareholders by requiring multi-year service for full vesting, fostering executive stock ownership, and linking realized value to the Company’s stock price. | | Long-Term Incentives - PSUs (75%) | Equity (Performance-Based) | Drive sustained performance and create long-term shareholder value by tying vesting to achievement of rigorous three-year financial goals, directly aligning compensation with Company results. |
Shareholder-Minded Compensation Practices
| What We Do | | What We Don’t Do | | | ✓ | Pay for Performance: 100% of Annual Incentives and 75% of Long-Term Incentive Grants are Performance Based | ✗ | Overweight Non-Performance-Based Long-Term Incentives | | ✓ | Maintain a “Clawback” Policy in Compliance with SEC and NYSE Rules and Requirements | ✗ | Allow Hedging or Pledging of FranklinCovey Stock by Directors or Executive Officers | | ✓ | Maintain Robust Stock Ownership Guidelines | ✗ | Allow Option Repricing Without Shareholder Approval | | ✓ | Provide Limited Change-in-Control Benefits | ✗ | Excise Tax Gross-ups | | ✓ | Provide Limited Perquisites, Which Provide Nominal Additional Assistance to Executives | ✗ | Provide Uncapped Award Opportunities |
General Market Assessment
General Market Assessment Our Compensation Committee evaluates our NEO compensation program at a high level against market practices. During fiscal 2025, the Company underwent a fulsome review of its compensation processes in order to ensure alignment with the long-term business strategy. At the beginning of fiscal 2025, the Compensation Committee engaged with Mercer, the Committee’s compensation consultant at the time, 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 provided advice and data to the Compensation Committee to understand current market practices as an input to developing the fiscal 2025 compensation program. In making pay decisions in early fiscal 2025, in consultation with Mercer, the following peer group was used. These companies were selected based on size, industry, and types of professional services offered. 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. • Huron Consulting Group • Heidrick & Struggles International • Resources Connection • CRA International • Exponent • Forrester Research • Wildan Group • Information Services Group • Hackett Group • HealthStream • RCM Technologies • Mastech Digital In the middle of fiscal 2025, the Compensation Committee decided to engage ClearBridge Compensation Group as its independent compensation consultant going forward. In consultation with ClearBridge, the Compensation Committee established the following new peer group based on revenue, enterprise value, industry, and types of professional services offered that provided a better comparison to the Company's business: • Heidrick & Struggles International • Udemy • Coursera
Decisions on Key Elements of Fiscal 2025 Executive Compensation
| Executive | Base Salary | Target Bonus $ Value | Target LTI $ Value | Target Total Direct Compensation | | Walker | $650,000 | $585,000 | $1,625,000 | $2,860,000 | | Betjemann(1) | $450,000 | $337,500 | $700,000 | $1,487,500 | | Young | $400,000 | $300,000 | $450,000 | $1,150,000 | | Covey | $350,000 | $240,000 | $350,000 | $940,000 | | Colosimo | $375,000 | $265,000 | $300,000 | $940,000 | | Dom | $340,000 | $235,000 | $250,000 | $825,000 |
Annual Performance-Based Variable Pay
Annual Performance-Based Variable Pay
Fiscal 2025 Performance-Based Cash Variable Pay Plan
Fiscal 2025 Performance-Based Cash Variable Pay Plan Our NEOs participate in a short-term incentive plan (or, "STIP") which provides annual cash incentive opportunities that reward executive officers for achieving specific performance goals over a one-year period. The plan is designed to motivate executives to deliver on key financial metrics and strategic objectives that are critical to the Company’s success. The Compensation Committee establishes target performance goals each year in connection with the annual budget approved by the Board, reflecting rigorous standards intended to drive both accountability and performance. Maximum payout opportunities are set at levels that require significant outperformance, while threshold goals reflect meaningful but lower levels of achievement.
Fiscal 2025 Performance-Based Cash Variable Pay Plan
| Executive | Target Bonus Opportunity ($) | % of Base Salary | | Walker | $585,000 | 90.0% | | Betjemann(1) | $337,500 | 75.0% | | Young | $300,000 | 75.0% | | Covey | $240,000 | 68.6% | | Colosimo | $265,000 | 70.7% | | Dom | $235,000 | 69.1% |
Financial Performance Component
| Level of Performance Achieved | Threshold Performance | Threshold Payout (% of Target) | Target Performance | Target Payout (% of Target) | Maximum Performance | Maximum Payout (% of Target) | | Adjusted EBITDA (50% of total bonus) | $40.0 million | 50% | $44.0 million | 100% | $46.0 million | 150% | | Net Revenue (20% of total bonus) | $295.0 million | 25% | $308.0 million | 100% | $312.0 million | 150% |
Performance Based Objectives (MBOs)
| Executive | Target Bonus Opportunity ($) | 2025 Bonus Payout ($) | | Walker | $585,000 | $15,245 | | Betjemann(1) | $337,500 | $112,500 | | Young | $300,000 | $7,818 | | Covey(2) | $240,000 | $25,017 | | Colosimo(3) | $265,000 | -- | | Dom | $235,000 | $6,124 |
Fiscal 2025 LTIP – Service-Based and Performance-Based Equity Grants
Fiscal 2025 LTIP – Service-Based and Performance-Based Equity Grants Long-term incentives represent a significant portion of our NEOs' target compensation. In fiscal 2025, the Compensation Committee delayed the approval of annual LTIP grants from the Company’s historical October schedule until July 2025. This delay allowed the Committee, with the assistance of the new independent compensation consultant, to complete a comprehensive review of the program and ensure it was aligned with the Company’s forward-looking strategy.
Award Mix and Target Values
Award Mix and Target Values Following its review, the Committee determined that maintaining the current award mix of 75% PSUs and 25% RSUs appropriately reinforced the Company’s pay-for-performance philosophy. In establishing fiscal 2025 award opportunities, the Committee considered peer group practices, input from its consultant, recommendations of the CEO, and its general understanding of competitive pay levels. To determine the number of shares to be granted, the Committee applied the Company’s stock price as of October 18, 2024 ($40.98), consistent with the originally intended grant date. For newly hired executives (including Ms. Betjemann), grants were based on the closing stock price on the actual July 11, 2025, grant date ($19.87), which the Committee viewed as more reflective of the share price at the time of joining the Company.
Award Mix and Target Values
| Executive | Award $ Value | PSUs (Target)(1) | RSUs(1) | | Walker | $1,625,000 | 29,742 | 9,914 | | Betjemann(2) | $233,333 | 8,810 | 2,936 | | Young | $450,000 | 8,238 | 2,746 | | Covey | $350,000 | 6,406 | 2,136 | | Colosimo | $300,000 | 5,492 | 1,831 | | Dom | $250,000 | 4,578 | 1,526 |
Time-Based Awards (RSUs)
Time-Based Awards (RSUs) Historically, RSUs granted to our NEO’s cliff vested on a three-year cliff schedule. Beginning in fiscal 2025, RSUs vest in equal annual installments over three years, contingent on continued employment through each vesting date. This change enhances the program’s effectiveness as an attraction and retention tool by better aligning with market practice and providing ongoing vesting opportunities.
Performance-Based Awards (PSUs)
Performance-Based Awards (PSUs) Prior to fiscal 2025, PSU awards were based on the highest rolling four-quarter Adjusted EBITDA performance within the three-year cycle. Beginning in fiscal 2025, the Committee redesigned the PSU program to measure performance on a cumulative basis, with 70% of the award tied to cumulative net revenue and 30% tied to cumulative Adjusted EBITDA over the fiscal 2025-2027 period. The Committee believes this new structure better reflects the Company’s forward-looking strategy by emphasizing top-line growth while maintaining profitability, and it further strengthens the alignment of executive pay with the creation of long-term shareholder value. In light of the significant investments being made to transform the business and the anticipated impact on Adjusted EBITDA and Free Cash Flow during the fiscal year, the Committee determined that fiscal 2025 PSU awards would not provide upside opportunity above 100% of target. Consistent with prior years, a threshold performance level was set at 50% of target. Payouts for results between threshold and target will be determined on a linear, interpolated basis, with performance measured at the end of the three-year period.
Vesting of Fiscal 2023 PSUs
Vesting of Fiscal 2023 PSUs In Fiscal 2023, the Compensation Committee granted PSU awards to our then-serving executives. The performance period for these awards ended on August 31, 2025. These PSU were based on the highest rolling four-quarter Adjusted EBITDA achieved during the three-year cycle.
Vesting of Fiscal 2023 PSUs
| Metric | Threshold Performance | Threshold Payout (% of Target) | Target Performance | Target Payout (% of Target) | Max Performance | Max Payout (% of Target) | | Highest Rolling 4Q Adj. EBITDA | $48.0 million | 50% | $57.0 million | 100% | $67.0 million | 200% |
Vesting of Fiscal 2023 PSUs
The highest rolling four quarters Adjusted EBITDA achieved over the fiscal 2023-2025 period was $56.0 million. As
Vesting of Fiscal 2023 PSUs
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Vesting of Fiscal 2023 PSUs
a result, the Compensation Committee approved a vesting percentage of 94.5% of the target number of PSUs.
Severance Policy
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
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, which provide for (i) a severance amount equal to only one times the executive’s total targeted annual cash compensation without any excise tax gross-ups and (ii) 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.”
Timing of Certain Equity Awards
Timing of Certain Equity Awards Equity awards are discretionary and are generally granted to our Named Executive Officers upon approval at the meeting of the Compensation Committee and Board of Directors in the first quarter of each year. Awards to non-employee directors, if any, are generally granted following approval at the meeting of the Compensation Committee and Board of Directors in the second quarter of each year. However, depending on the availability of shares authorized under the Franklin Covey Co. 2022 Omnibus Incentive Plan, the approval, if any, or timing of the approval of grants could deviate from above. We did not grant any stock options, stock appreciation rights or similar awards under the Franklin Covey Co. 2022 Omnibus Incentive Plan in the period beginning four business days before the filing of a periodic report on Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such information. Our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in fiscal 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Timing of Certain Equity Awards
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Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Paul S. Walker | 2025 | 650,000 | - | 787,965 | 15,245 | 17,950 | 1,471,160 | | President and CEO | 2024 | 632,692 | - | 1,625,073 | 765,648 | 19,635 | 3,043,048 | | | 2023 | 546,154 | - | 1,304,459 | 845,107 | 17,527 | 2,713,247 | | Jessica G. Betjemann(1) | 2025 | 133,269 | - | 233,392 | 112,500 | 3,115 | 482,276 | | CFO | | | | | | | | | Stephen D. Young(1) | 2025 | 396,362 | 266,667 | 218,252 | 7,818 | 13,700 | 902,799 | | CFO | 2024 | 378,068 | - | 400,047 | 379,377 | 19,841 | 1,177,333 | | | 2023 | 350,000 | - | 350,052 | 431,740 | 17,869 | 1,149,661 | | M. Sean Covey | 2025 | 344,615 | - | 169,729 | 25,017 | 136,042 | 675,403 | | President - Education | 2024 | 330,000 | - | 220,040 | 289,784 | 106,039 | 945,863 | | Division | 2023 | 330,000 | - | 220,005 | 424,292 | 127,549 | 1,101,846 | | Jennifer C. Colosimo(2) | 2025 | 375,000 | - | 145,508 | - | 18,050 | 538,558 | | President - Enterprise | 2024 | 375,000 | - | 250,055 | 326,450 | 19,535 | 971,040 | | Division | 2023 | 375,000 | - | 250,147 | 455,263 | 16,850 | 1,097,260 | | Colleen Dom | 2025 | 337,308 | - | 121,286 | 6,124 | 18,246 | 482,964 | | Executive Vice-President | 2024 | 323,077 | - | 200,044 | 287,936 | 20,124 | 831,181 | | of Operations | | | | | | | |
Fiscal 2025 Summary Compensation Table
(1) Effective May 1, 2025, Mr. Young stepped down from his role as Chief Financial Officer and Ms. Betjemann was appointed to serve as Executive Vice President and Chief Financial Officer. (2) Effective August 31, 2025, Ms. Colosimo stepped down as President of the Enterprise Division. She will continue to be employed by the Company through December 31, 2025 to assist with the transition of the new President of the Enterprise Division. She will receive cash compensation totaling $50,000, plus benefits, as well as a portion of the speaking fees generated from her client keynote presentations during such transition period. Salary: The amounts reported in the “Salary” column represent base salaries earned in cash to each NEO for the fiscal year indicated. Bonus: The amount reported in the “Bonus” column represents a discretionary bonus earned by Mr. Young for transition advisory services to the Company. Stock Awards: The amounts reported in the “Stock Awards” column for fiscal 2025 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
Fiscal 2025 Summary Compensation Table
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Fiscal 2025 Summary Compensation Table
2025. The probable outcome of the awards granted during fiscal 2025 with performance conditions were based on the Company meeting the 100% target for the financial performance condition. For the fiscal 2025 LTIP awards, the maximum performance level is limited to the target values shown in the table above (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, 2025). Non-Equity Incentive Plan Compensation: The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the cash amounts earned by 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 2025 in the “All Other Compensation” column are set forth in the “Fiscal 2025 All Other Compensation Table” below.
Fiscal 2025 Grants of Plan-Based Awards
Fiscal 2025 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 2025. We granted the following types of awards in fiscal 2025: 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.
Fiscal 2025 Grants of Plan-Based Awards
| | | Estimated Future Payouts | | | | | | All Other Stock | Grant Date | | | | Under Non-Equity Incentive | | | Estimated Future Payouts Under | | | 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(f) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Mr. Walker | | | | | | | | | | | STIP(a) | 10/18/24 | 175,500 | 585,000 | 877,500 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 10,410 | 20,819 | 20,819 | - | 413,674 | | LTIP shares(c) | 7/11/25 | - | - | - | 4,462 | 8,923 | 8,923 | - | 177,300 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 9,914 | 196,991 | | Ms. Betjemann | | | | | | | | | | | STIP(e) | 5/1/25 | 112,500 | 112,500 | 168,750 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 3,083 | 6,166 | 6,166 | - | 122,518 | | LTIP shares(c) | 7/11/25 | - | - | - | 1,322 | 2,644 | 2,644 | - | 52,536 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 2,936 | 58,338 | | Mr. Young | | | | | | | | | | | STIP(a) | 10/18/24 | 90,000 | 300,000 | 450,000 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 2,883 | 5,766 | 5,766 | - | 114,570 | | LTIP shares(c) | 7/11/25 | - | - | - | 1,236 | 2,472 | 2,472 | - | 49,119 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 2,746 | 54,563 | | Mr. Covey | | | | | | | | | | | STIP(a) | 10/18/24 | 72,000 | 240,000 | 360,000 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 2,010 | 4,484 | 4,484 | - | 89,097 | | LTIP shares(c) | 7/11/25 | - | - | - | 961 | 1,922 | 1,922 | - | 38,190 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 2,136 | 42,442 | | Ms. Colosimo | | | | | | | | | | | STIP(a) | 10/18/24 | 79,500 | 265,000 | 397,500 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 1,922 | 3,844 | 3,844 | - | 76,380 | | LTIP shares(c) | 7/11/25 | - | - | - | 824 | 1,648 | 1,648 | - | 32,746 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 1,831 | 36,382 | | Ms. Dom | | | | | | | | | | | STIP(a) | 10/18/24 | 70,500 | 235,000 | 352,500 | - | - | - | - | - | | LTIP shares(b) | 7/11/25 | - | - | - | 1,602 | 3,204 | 3,204 | - | 63,663 | | LTIP shares(c) | 7/11/25 | - | - | - | 687 | 1,374 | 1,374 | - | 27,301 | | LTIP shares(d) | 7/11/25 | - | - | - | - | - | - | 1,526 | 30,322 |
Fiscal 2025 Grants of Plan-Based Awards
(a) These amounts relate to the STIP cash awards for the annual performance period ended August 31, 2025. The actual payouts made to the NEOs for this program are shown in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2025 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 cumulative revenue achieved during the measurement period, which ends on August 31, 2027. (c) 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 cumulative Adjusted EBITDA achieved during the measurement period, which ends on August 31, 2027.
Fiscal 2025 Grants of Plan-Based Awards
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Fiscal 2025 Grants of Plan-Based Awards
(d) These amounts relate to the LTIP equity awards granted to the NEOs in the form of service-based awards. One-third of this award vests in each of October 2025, 2026, and 2027. (e) In connection with her offer of employment and to recognize that she joined the Company late in the fiscal year, Ms. Betjemann's bonus was provided at target for fiscal 2025, pro-rated to reflect her time served during the fiscal year. (f) The amounts reported in the "Grant Date Fair Value of Stock and Option Awards" column for fiscal 2025 represent the aggregate grant date fair values (computed in accordance with ASC Topic 718), based on the target outcome of any applicable performance conditions, excluding the effect of estimated forfeitures, for the awards granted to NEOs as LTIP awards.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following equity awards granted to our NEOs were outstanding as of August 31, 2025.
Outstanding Equity Awards at Fiscal 2025 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 | Exercisable | ($) | Date | (#) | ($)(f) | (#) | ($)(f) | | Mr. Walker | 7/11/25(a) | - | - | - | - | - | 20,819 | 407,220 | | | 7/11/25(b) | - | - | - | - | - | 8,923 | 174,534 | | | 7/11/25(c) | - | - | - | 9,914 | 193,918 | - | - | | | 10/6/23(d) | - | - | - | - | - | 59,365 | 1,161,179 | | | 10/6/23(e) | - | - | - | 9,895 | 193,546 | - | - | | Ms. Betjemann | 7/11/25(a) | - | - | - | - | - | 6,166 | 120,607 | | | 7/11/25(b) | - | - | - | - | - | 2,644 | 51,717 | | | 7/11/25(c) | - | - | - | 2,936 | 57,428 | - | - | | Mr. Young | 7/11/25(a) | - | - | - | - | - | 5,766 | 112,783 | | | 7/11/25(b) | - | - | - | - | - | 2,472 | 48,352 | | | 7/11/25(c) | - | - | - | 2,746 | 53,712 | - | - | | | 10/6/23(d) | - | - | - | - | - | 14,613 | 285,830 | | | 10/6/23(e) | - | - | - | 2,436 | 47,648 | - | - | | Mr. Covey | 7/11/25(a) | - | - | - | - | - | 4,484 | 87,707 | | | 7/11/25(b) | - | - | - | - | - | 1,922 | 37,594 | | | 7/11/25(c) | - | - | - | 2,136 | 41,780 | - | - | | | 10/6/23(d) | - | - | - | - | - | 8,038 | 157,223 | | | 10/6/23(e) | - | - | - | 1,340 | 26,210 | - | - | | Ms. Colosimo | 7/11/25(a) | - | - | - | - | - | 3,844 | 75,189 | | | 7/11/25(b) | - | - | - | - | - | 1,648 | 32,235 | | | 7/11/25(c) | - | - | - | 1,831 | 35,814 | - | - | | | 10/6/23(d) | - | - | - | - | - | 9,133 | 178,641 | | | 10/6/23(e) | - | - | - | 1,523 | 29,790 | - | - | | Ms. Dom | 7/11/25(a) | - | - | - | - | - | 3,204 | 62,670 | | | 7/11/25(b) | - | - | - | - | - | 1,374 | 26,875 | | | 7/11/25(c) | - | - | - | 1,526 | 29,849 | - | - | | | 10/6/23(d) | - | - | - | - | - | 7,307 | 142,925 | | | 10/6/23(e) | - | - | - | 1,218 | 23,824 | - | - |
Outstanding Equity Awards at Fiscal 2025 Year-End
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Outstanding Equity Awards at Fiscal 2025 Year-End
These awards are LTIP awards granted in fiscal 2025 in the form of performance-based awards which vest based on cumulative revenue achieved during the measurement period, which ends on August 31, 2027. Amounts in this table with respect to the fiscal 2025 grant reflect an estimated payout of shares based on the maximum (which is also the target) level of achievement with respect to the applicable performance metric. 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 number of shares shown in the table. (b) These awards are LTIP awards granted in fiscal 2025 in the form of performance-based awards which vest based on cumulative Adjusted EBITDA achieved during the measurement period, which ends on August 31, 2027. Amounts in this table with respect to the fiscal 2025 grant reflect an estimated payout of shares based on the maximum (which is also the target) level of achievement with respect to the applicable performance metric. 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 number of shares shown in the table. (c) These awards are LTIP awards granted in the form of time-based, or service-based, awards in fiscal 2025. One-third of these awards are expected to vest to participants in each of October 2025, 2026, and 2027. Other information on the vesting conditions and general terms for this award are described in the preceding Compensation Discussion and Analysis. (d) 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. (e) 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. (f) Values were determined by multiplying the maximum 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 at August 31, 2025 of $19.56.
Outstanding Equity Awards at Fiscal 2025 Year-End
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Fiscal 2025 Option Exercises and Stock Vested
Fiscal 2025 Option Exercises and Stock Vested
Fiscal 2025 Option Exercises and Stock Vested
| | Option Awards | | Other Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired on | Realized on | Acquired on | Realized on | | | Exercise | Exercise | Vesting | Vesting | | Name | (#) | ($) | (#)(a) | ($)(b) | | Mr. Walker | - | - | 26,494 | 518,223 | | Ms. Betjemann | - | - | - | — | | Mr. Young | - | - | 7,134 | 139,541 | | Mr. Covey | - | - | 4,484 | 87,707 | | Ms. Colosimo | - | - | 5,035 | 98,485 | | Ms. Dom | - | - | 4,077 | 79,746 |
Fiscal 2025 Option Exercises and Stock Vested
(a) On August 31, 2025 the performance-based and time-based tranches of the fiscal 2023 LTIP award vested to participants. The performance-based tranche of the fiscal 2023 LTIP award vested at approximately 94.5% of the target number of shares provided for by the award. (b) The value realized was determined by multiplying the number of shares acquired upon vesting from the 2023 LTIP award by $19.56, which was the closing share price of the Company’s Common Stock at August 31, 2025.
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 severance policies as all Franklin Covey associates, which would apply in the absence of a Change in Control. In the event of a Change in Control, the change-in-control severance benefit would be paid to NEOs in lieu of the general severance. Under our general 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 total cash compensation for every $10,000 of their annual total targeted cash compensation, which are rounded up. Additionally, we pay COBRA medical and dental premiums directly to the COBRA provider upon election of COBRA 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 a release of claims and abide by specific non-solicitation, confidentiality, and non-compete requirements (where permissible under applicable state law). The amounts below assume that each NEO experienced a qualifying termination of employment on August 31, 2025 (the last business day of fiscal 2025).
Potential Payments Upon Termination or Change-in-Control
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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, 2025. We included the global employee population (approximately 1,080 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,
Chief Executive Officer Pay Ratio Disclosure
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Chief Executive Officer Pay Ratio Disclosure
2024, through June 30, 2025. 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, 2025. Pay Ratio Calculation – Our CEO’s annual total compensation for fiscal 2025, as disclosed in the Summary Compensation Table, is $1,471,160. The annual total compensation for our median employee is $92,796. The ratio between the CEO’s and median employee’s annual total compensation as of August 31, 2025, is approximately 16:1. 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.
Chief Executive Officer Pay Ratio Disclosure
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
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, 2024, and 2025) 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, 2024, and 2025 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 (our company-selected measure) over such years in accordance with SEC rules for each such fiscal year:
Pay Versus Performance Table
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on: | | | | | | | | | | Average | Average | | | | | | | | | | | Summary | Compensation | | | | | | | Summary | Summary | Compensation | Compensation | Compensation | Actually | | Peer Grouop | | | | | Compensation | Compensation | Actually | Actually | Table Total for | Paid to | Total | Total | | | | | Table Total for | Table Total for | Paid to | Paid to | Non-PEO | Non-PEO | Shareholder | Shareholder | Net | Adjusted | | | Mr. Whitman | Mr. Walker | Mr. Whitman | Mr. Walker | NEOs | NEOs | Return | Return | Income | EBITDA | | Year | ($) | ($) | ($)(1) | ($)(1) | ($)(1) | ($)(1)(2) | ($) | ($)(3) | ($000) | ($000)(4) | | 2025 | - | 1,471,160 | - | (1,364,744) | 615,915 | 167,284 | 99.09 | 148.37 | 3,068 | 28,757 | | 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 |
Pay Versus Performance Table
(1) The following individuals are our Named Executive Officers for each fiscal year:
Pay Versus Performance Table
| Year | CEO | Non-PEO NEOs | | 2025 | Paul S. Walker | Jessica G. Betjemann, Stephen D. Young, M. Sean Covey, Jennifer C. Colosimo and Colleen Dom | | 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 |
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:
Pay Versus Performance Table
| Fiscal Year | Executives | SCT | Grant Date Value of New Awards | Year End Value of New Awards | Change in Value of Unvested Awards Granted in Prior Fiscal Years | Change in Value of Vested Awards Granted in Prior Fiscal Years | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions | Total Equity Award Adjustments | CAP | | | | (a) | (b) | (i) | (ii) | (iii) | (iv) | (v) | (c) = (i) + (ii) + (iii) + (iv) + (v) | (a) + (b) + (c) | | 2025 | PEO: Paul S. Walker | $1,471,160 | ($787,965) | $193,918 | ($1,399,864) | ($841,992) | $0 | $0 | ($2,047,939) | ($1,364,744) | | | non-PEO NEOs | $615,915 | ($175,786) | $43,717 | ($184,373) | ($132,190) | $0 | $0 | ($272,846) | $167,284 |
Pay Versus Performance Table
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Pay Versus Performance Table
TSR is cumulative for the measurement periods beginning on August 31, 2020 and ending on August 31 of each of 2025, 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, 2025. (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.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
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. This is primarily due to the Company’s use of equity awards in the LTIP, which change in value with changes 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.
Compensation Actually Paid vs Total Shareholder Return
| | 2025 Proxy Statement | 51 |
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.
Compensation Actually Paid vs Net Income
| | 2025 Proxy Statement | 52 |
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.
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, 2025 and are described further in our Compensation Discussion and Analysis above.
Pay Versus Performance Tabular List
| Company Net Revenue | | Qualified Adjusted EBITDA | | Strategic Financial Measures (revenue retention, All Access Pass Revenue, etc.) |
Pay Versus Performance Tabular List
| | 2025 Proxy Statement | 53 |
Election of Directors
Election of Directors At the Annual Meeting, eight 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 eight 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.