FRANKLIN COVEY CO
For the period ended Aug 31, 2024. Filed Dec 20, 2024.
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Aug 31, 2024 · Filed Dec 20, 2024
Contents
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) ourcumulative 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:
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|---|---|
| Investment Based on: | ||||||||||
| 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 |
(1)The following individuals are our Named Executive Officers for each fiscal year:
| 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 |
(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:
2024 Proxy Statement | 40
| 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) |
(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.
2024 Proxy Statement | 41
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