Michael Covey
About Michael J. Covey
Michael J. Covey (age 67) is the non-executive Chair of the Board at PotlatchDeltic (PCH). He has served as a director since February 2006, was CEO from February 2006 to December 2020, Executive Chair from January 2021 to November 2022, and non-executive Chair since December 2022. Prior to joining PotlatchDeltic, he spent 23 years at Plum Creek Timber (EVP 2001–2006). He previously served on the board of Esterline Corporation (2017–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PotlatchDeltic | Director | Feb 2006–present | Long-tenured board member and Chair |
| PotlatchDeltic | Chair of the Board (non-executive since Dec 2022) | Jan 2007–present; Exec. Chair Jan 2021–Nov 2022 | Leads board agenda/oversight |
| PotlatchDeltic | Chief Executive Officer | Feb 2006–Dec 2020 | Deep operating and REIT experience |
| PotlatchDeltic | President & CEO | Feb 2006–Mar 2013 | — |
| Plum Creek Timber | Executive Vice President | 2001–2006 (23 years at company) | Timberlands/REIT expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esterline Corporation (public) | Director | 2017–Mar 2019 (acquired) | Not disclosed |
Board Governance
- Independence and role: Covey is not independent under Nasdaq rules and serves as Chair of the Board; CEO Eric J. Cremers is also not independent; all other directors are independent .
- Lead Independent Director: Lawrence S. Peiros serves as Lead Director (Vice Chair) with responsibilities including presiding over executive sessions, agenda consultation, and coordinating independent director communications .
- Committee assignments: Standing committees (Audit; Executive Compensation & Personnel Policies; Nominating & Corporate Governance) are composed entirely of independent directors; Covey is not listed on any committee .
- Attendance: The Board met four times in 2024; no director attended fewer than 75% of Board/committee meetings held during their service .
- Executive sessions: The Board and each committee hold executive sessions without management present as needed .
- Related party/transactions: The Audit Committee oversees related-person transactions; there were no related-person transactions in 2024 requiring disclosure or approval .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Pension Change ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 180,000 | 130,000 | 276,736 (legacy pension from prior CEO service) | — | 586,736 |
- Director retainer schedule (unchanged in 2024): Board member $75,000; Non-Employee Chair $105,000; Lead Director $25,000; committee retainers as disclosed .
- Director compensation program reviewed by the Nominating & Corporate Governance Committee with advice from Semler Brossy; no changes were made in 2024 .
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| Annual director grant | May 9, 2024 | RSUs | 3,026 per director | $130,000 per director | Vest on first anniversary of grant date; dividend equivalents accrue in stock units |
Notes
- The company grants RSUs to directors (no stock options disclosed for directors); directors may defer cash fees into stock units under the Directors Plan .
- As of Dec 31, 2024, Covey held 6,237 common stock units associated with prior awards/deferrals .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond PCH |
| Prior public company boards | Esterline Corporation, Director (2017–2019) |
| Compensation Committee interlocks | None in 2024 (no member was an officer/employee; no cross-committee/director interlocks) |
Expertise & Qualifications
- Deep timberlands, wood products, and real estate operating experience; extensive REIT management/requirements familiarity; executive-level financial and operational management background .
- Board contribution cited for facilitating oversight through industry and company-specific expertise .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Form/Notes | Common Stock Units |
|---|---|---|---|---|
| Michael J. Covey | 117,030 | <1% | 116,768 shares in a trust co-trustee with spouse; 262 shares direct | 6,237 |
- Ownership guidelines: Non-employee directors must own shares equal to at least 5x the annual cash retainer within five years; all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Directors are prohibited from hedging; pledging is prohibited except under limited circumstances with Compensation Committee approval .
- Pledging disclosure: No pledging noted in Covey’s ownership footnote; trust structure disclosed as above .
Recent Form 4 Activity (Awards/Ownership updates)
| Transaction Date | Type | Shares/Units | Post-Transaction Ownership | Ownership Type | Source |
|---|---|---|---|---|---|
| 2025-05-08 | Award (RSUs) | 3,407.602 | 126,736.993 | Direct (D) | https://www.sec.gov/Archives/edgar/data/1338749/000095017025067435/0000950170-25-067435-index.htm |
| 2024-05-09 | Award (RSUs) | 3,026.071 | 123,066.537 | Not stated | https://www.sec.gov/Archives/edgar/data/1338749/000095017024057398/0000950170-24-057398-index.htm |
Governance Assessment
-
Positives
- Experienced non-executive Chair with deep company and industry knowledge; board maintains independent Lead Director structure with robust responsibilities to balance leadership and independence .
- All standing committees are fully independent; Covey does not serve on these committees, aligning with independence requirements .
- Strong shareholder support on Say-on-Pay (over 96% approval in 2024), indicating investor confidence in compensation governance .
- No related-party transactions in 2024; comprehensive related-person transaction oversight policy .
- Prohibitions on hedging and tight controls on pledging; clawback policies implemented under Nasdaq Rule 5608 and additional recovery policy .
-
Watch items / potential red flags
- Covey is not independent and serves as Board Chair; some governance frameworks prefer an independent chair—PotlatchDeltic mitigates this with a strong Lead Director role and executive sessions .
- Director compensation includes change in pension value due to legacy CEO service ($276,736 in 2024), which is atypical for independent directors but reflects prior executive tenure; not indicative of current director cash/equity structure .
Additional Context Useful to Investors
- Board/committee meeting cadence and attendance were solid in 2024 (no director below 75% attendance) .
- Director equity aligns interests via annual RSU grants vesting after one year; directors may defer cash into stock units; stock ownership guidelines at 5x cash retainer with full compliance as of year-end 2024 .
- Shareholder engagement is active (management met with shareholders representing ~60% of active institutional ownership in 2024) and feedback is discussed with the Board .