ProxyMiner / Company

JACK HENRY & ASSOCIATES INCJKHY

Latest proxy: 2025 · view on SEC ↗ · CIK 0000779152

CEO total pay

Transitioned

$3,474,604

David B. Foss · 2025

Say on pay

93%

Latest disclosed shareholder vote

CEO pay ratio

Not in CD&A

Median employee: $93,193

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2025 · 2024

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Gregory R. Adelson2025 compensation
President and Chief Executive Officer
$7,016,992↑ 116%
89% at-risk
$750,000$5,306,749$938,906$21,337
David B. Foss2025 compensation
Executive Board Chair and Former Chief Executive Officer
$3,474,604↓ 68%
85% at-risk
$500,000$2,467,416$500,750$6,438
Mimi L. Carsley2025 compensation
Chief Financial Officer and Treasurer
$3,061,041↑ 10%
82% at-risk
$525,516$1,980,866$534,083$20,576
Shanon G. McLachlan2025 compensation
Senior Vice President and Chief Operating Officer
$1,937,477
76% at-risk
$450,000$1,061,352$405,608$20,517
Craig K. Morgan2025 compensation
Chief Legal Officer and Secretary
$1,828,666↑ 1%
75% at-risk
$445,179$958,716$407,192$17,579

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this proxy statement (page 61). We encourage you to review this section prior to casting your “say on pay” advisory vote. At the Company’s Annual Meeting of Stockholders held in November 2024, 93% of the votes cast on say-on-pay at that meeting were voted in favor of the proposal. The Human Capital & Compensation Committee (the “HC&C Committee”) believes this vote strongly affirms the stockholders’ support of the Company’s approach to executive compensation, and the HC&C Committee did not significantly change its basic approach to compensation of the named executive officers (“Named Executives”) in fiscal 2025. The HC&C Committee believes that stockholder input on executive compensation is crucial and will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the Named Executives. This Compensation Discussion and Analysis is designed to provide information regarding the philosophy and objectives underlying our compensation policies, the processes we fo…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    COMPENSATION DISCUSSION AND ANALYSIS You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this proxy statement (page 61). We encourage you to review this sect

    “COMPENSATION DISCUSSION AND ANALYSIS You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this pro…”

  • pledging

    COMPENSATION DISCUSSION AND ANALYSIS You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this proxy statement (page 61). We encourage you to review this sect

    “COMPENSATION DISCUSSION AND ANALYSIS You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this pro…”

  • clawback

    present

    “Clawback Policy”

  • stock ownership guidelines

    present

    “Stock Ownership Guidelines”

  • change in control

    As set forth in the Severance Plan, certain exceptions apply where an amendment or termination is in connection with a change in control

    “As set forth in the Severance Plan, certain exceptions apply where an amendment or termination is in connection with a change in control”

  • compensation consultant

    independent

    “independent compensation consultant firm”

  • compensation committee

    Compensation Committee

    “At the Company’s Annual Meeting of Stockholders held in November 2024, 93% of the votes cast on say-on-pay at that meeting were voted in favor of the proposal. The Human Capital & Compensation Committee (the “HC&C Commit…”

Performance markers

Metric facts

  • revenue

    —

    “value. In meeting these objectives, the HC&C Committee strives for the interests of management and stockholders to be the same. To this end, key financial performance measures include adjusted operating income, Organic R…”

  • operating income

    $568.7 million

    “operating income pre-bonus is a function of total bonus pool size, rather than a set percentage of target. For fiscal 2025, the pre-bonus adjusted operating income threshold was 94.7% of target, below which no bonus was …”

  • annual incentive payout

    75%

    “The fiscal 2025 incentive cash bonus plan established for the Named Executives was based 75% upon achievement of the Company’s annual adjusted budget operating income target and 25% upon the achievement of strategic exec…”

  • say on pay

    93%

    “You will have the opportunity to cast an advisory vote on Jack Henry’s executive compensation at this year’s Annual Meeting (our “say on pay” vote), included as Proposal 2 in this proxy statement (page 61).”

  • median employee compensation

    $93,193

    “employee based on actual base salary earnings and annual bonus, we then calculated the annual total compensation for this employee using the same methodology we use for our Named Executives as set forth in the fiscal 202…”

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