Stephen M.R. Covey
About Stephen M.R. Covey
Stephen M.R. Covey (age 62) is an independent director of The Pennant Group, Inc. (PNTG) since 2019, nominated as a Class III director for a term expiring following fiscal 2027 . He is CEO of CoveyLink Worldwide since 2004, co-founded FranklinCovey’s Speed of Trust Practice, previously served as President/CEO of Covey Leadership Center and EVP/President of Franklin Covey Co.’s Education & Training unit; he holds an MBA from Harvard Business School . Covey is affirmed independent under Nasdaq rules and serves on the Compensation Committee and the Nominating & Corporate Governance (NCG) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoveyLink Worldwide, LLC | Chief Executive Officer | 2004–present | Global leadership consulting; trust and leadership programs |
| FranklinCovey – Speed of Trust Practice | Co-founder / Instructor | Not disclosed (taught in 61 countries) | Trust and leadership expertise leveraged across sectors |
| Covey Leadership Center | President & Chief Executive Officer | Not disclosed | Grew one of the largest leadership development firms |
| Franklin Covey Co. | EVP; President, Education & Training business unit | Not disclosed | Led education/training operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Government Leadership Advisory Council | Member | Not disclosed | External advisory role |
| Trust Across America/Trust Around the World | Lifetime Achievement Award recipient | Not disclosed | Recognition in trust leadership |
| Other public company boards | None disclosed | — | No other public directorships identified in proxy |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Dr. John G. Nackel); Member, Nominating & Corporate Governance Committee (Chair: Barry M. Smith) .
- Independence: Board determined Covey and a majority of directors are independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board met 5 times in 2024; each member attended ≥75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
- Committee meeting cadence (2024): Compensation 6; Audit 5; NCG 6; Quality Assurance & Compliance (QAC) 4 .
- Board structure: CEO Brent J. Guerisoli also serves as Chair; Scott E. Lamb is Lead Independent Director .
- Risk oversight: Committee-based oversight; Compensation Committee reviews compensation-related risk; NCG and QAC support quality, ethics, compliance; Audit oversees financial/compliance/cyber risks .
Fixed Compensation
| Component (2024) | Amount | Basis |
|---|---|---|
| Annual Board retainer | $30,000 | Standard non‑employee director retainer |
| Compensation Committee member retainer | $10,000 | Member fee (non‑chair) |
| NCG Committee member retainer | $7,500 | Member fee (non‑chair) |
| Total cash fees earned (reported) | $47,500 | Director compensation table (Covey) |
Performance Compensation
| Equity Element | 2024 Grants | 2024 Fair Value | Vesting / Conditions | 2025 Program Notes |
|---|---|---|---|---|
| Quarterly restricted stock (time-based) | 3,000 shares per quarter; 12,000 total | $290,160 for Covey (ASC 718) | Vests over 3 years starting 1st anniversary; unvested fully vest upon board departure unless removed for cause | 2025 Amended plan continues quarterly restricted stock; annual determination of share count; 33% minimum ownership of cumulative grants |
| Options | 5,000 option awards outstanding as of 12/31/2024 | — | Not performance-based; terms not detailed in director table | — |
Director equity is time-based; no performance metrics tied to director equity grants are disclosed. Ownership policy requires directors to maintain at least 33% of cumulative shares received under the Automatic Stock Grant Program .
Other Directorships & Interlocks
| Entity | Type | Relationship to Covey | Potential Interlock/Conflict |
|---|---|---|---|
| Ensign Group, Inc. (ENSG) | Public company | None disclosed for Covey | Board-level ties exist via other directors (e.g., Barry M. Smith serves on Ensign’s board), but no Covey-specific interlock disclosed |
- Compensation Committee interlocks: None; no Pennant executive served on boards/comp committees of entities with Pennant executives on their boards in 2024 .
Expertise & Qualifications
- Leadership and culture development; global trust expertise; seasoned educator and consultant .
- Bestselling author (“The Speed of Trust”, “Trust & Inspire”) .
- Harvard MBA; extensive experience running leadership development organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis / Notes |
|---|---|---|---|
| Stephen M.R. Covey | 37,650 | <1% | Beneficial ownership as of 3/18/2025; 34,431,889 shares outstanding |
| Options (Covey) | 5,000 (outstanding) | — | As of 12/31/2024 |
| Ownership guideline | 33% of cumulative director grants must be held | — | Director stock ownership guideline |
| Hedging/Pledging | Hedging prohibited without approval; proxy does not disclose any pledging by Covey | — | Company insider trading policy and hedging prohibition |
Insider Trades (Form 4 – Stephen M.R. Covey)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-01-16 | 2024-01-18 | Award (A) | 3,000 | $0.00 | 21,750 | |
| 2024-04-15 | 2024-04-17 | Award (A) | 3,000 | $0.00 | 24,750 | |
| 2024-07-15 | 2024-07-17 | Award (A) | 3,000 | $26.25 | 27,750 | |
| 2024-10-15 | 2024-10-17 | Award (A) | 3,000 | $0.00 | 30,750 | |
| 2025-01-15 | 2025-01-16 | Award (A) | 1,900 | $0.00 | 32,650 | |
| 2025-04-15 | 2025-04-17 | Award (A) | 1,900 | $0.00 | 34,550 | |
| 2025-07-15 | 2025-07-17 | Award (A) | 1,900 | $0.00 | 36,450 | |
| 2025-10-15 | 2025-10-16 | Award (A) | 1,900 | $0.00 | 38,350 |
Pattern: Quarterly restricted stock awards consistent with the Automatic Stock Grant Program; post-transaction holdings increased commensurately .
Governance Assessment
- Board effectiveness and independence: Covey’s dual committee membership (Compensation; NCG) positions him in governance and pay oversight; independence affirmed; attendance thresholds met .
- Alignment and incentives: Director compensation is modest in cash but equity-heavy; 2024 equity fair value rose materially with stock price ($290,160 vs. $101,820 in 2023), highlighting market-driven variability rather than discretionary pay inflation . 33% hold requirement and anti-hedging policy support alignment .
- Potential red flags:
- Automatic full vesting of unvested restricted stock upon board exit (except for cause) can weaken pay-for-performance linkage for directors; monitoring is warranted .
- No performance-based metrics tied to director equity; equity is entirely time-based .
- Conflicts/related-party exposure: Proxy discloses certain family relationships among executives; no related-party transactions or external interlocks disclosed for Covey specifically; Audit Committee screens related person transactions .
- Compensation oversight: Compensation Committee met 6 times (5 executive sessions), adopted clawback policy aligned with SEC/Nasdaq; committee report signed by Covey among members—indicates active engagement in compensation governance .
References
- Director nomination, independence, committee assignments, biographies, governance and risk oversight:
- Director compensation structure, retainers, equity program and vesting, ownership guidelines:
- Beneficial ownership table (shares outstanding; Covey holdings):
- Insider trading policy and hedging prohibition:
- Say-on-pay proposal and compensation philosophy/clawback:
- Committee interlocks disclosure:
- 2024 director compensation and peer context: