JACK HENRY & ASSOCIATES INC JKHY

67% shingled-prose overlap between the two filings.

2024: 58,953 chars · 2025: 59,531 chars

• Committee Report:43% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):68% overlap (2,463 → 2,465 chars)
• Say-on-Pay proposal:83% overlap (2,781 → 3,029 chars)

• changedYou 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). 68).
• changedAt the Company’s Annual Meeting of Stockholders held in November 2024, 93% 2023,94%of the votes cast on say-on-pay at that meeting were voted in favor of the proposal.
• changedThe 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. 2024.
• changedThis discussion is focused on the following “Named Executives” as of June 30, 2025. 2024.
• newFoss*Executive Board ChairGregory R.
• newAdelsonPresident, Chief Executive Officer, and DirectorMimi L.
• newMorganChief Legal Officer and SecretaryShanon McLachlanSenior Vice President and Chief Operating Officer
• changed*Mr. Foss served as ChiefExecutive OfficerandBoard Chair through all of fiscal 2025. 2024.
• newHe stepped down as an executive officer of the Company effective June 30, 2025.
• newHe continues to serve as the Board Chair following this change.
• changedSpecific information about the compensation of the Named Executives is set forth in the Summary Compensation Table and other compensation tables beginning on page 47, 52,which should be read in conjunction with this discussion.
• new2025 Proxy Statement27
• changedThe following chart provides an overview of the fiscal 2025 2024compensation components for our Named Executives:
• changedFiscal 2025 2024Compensation Components
• changedComponentMetricsPerformance/ Vesting PeriodMore InformationBase SalaryFixed and recurring cash compensation set at market competitive levels to attract and retain highly qualified and effective executives.Page 35Annual 36AnnualIncentive Cash BonusVariable cash compensation tied 75% to annual adjusted operating income versus budget target and 25% tied to achievement of strategic goals, with the strategic goal achievement subject to an individual modifier.One goals.OneyearPage 35Long-Term 36Long-TermIncentive CompensationPerformance share awards (60%)Performance shares cliff vest based on Jack Henry’s (1) relative total shareholder return against our Compensation Peer Group plus our two reference peers (60%), (2) three-year compound annual growth rate for organic revenue (20%), and (3) three-year non-GAAP adjusted operating margin expansion (20%).Three yearsPage 40Restricted 42Restrictedstock unit awards (40%)Time-based restricted stock units vest in equal annual installments based on continued service.Three yearsPage 43 46
• changedIn the aggregate, the relative portions of the above compensation components that made up the pay mix in fiscal 2025 2024for Mr. Adelson, Foss,our Chief Executive Officer, and the other Named Executives as aa group are as follows:
• new282025 Proxy Statement
• changedThe fiscal 2025 2024pay mix established by the HC&C Committee places the greatest emphasis on performance-based and at-risk pay while balancing the need for retention, and particularly emphasized long-term performance by the Company.
• changedTotal Shareholder Return, Organic Revenue Growth, Non-GAAP Adjusted Operating Margin Expansion, and Results of Fiscal 2023 2022Performance Share Awards
• changedIn fiscal 2023, 2022,the HC&C Committee made three separate performance share grants to our then named executive officers (“2023 (“2022Named Executives”) based on three separate measures of comparative performance.
• changedOur TSR performance has a meaningful and direct impact on the compensation earned by our 2023 2022Named Executives.
• changedThe TSR performance share grant in fiscal 2023 2022vested at the end of three years based on TSR over the three-year period in comparison to the companies in the S&P Software & Services Index (the “S&P 1500 S&S”) plus any members of the fiscal 2023 2022Compensation Peer Group not otherwise included in the S&P 1500 S&S (together, the “2023 “2022TSR Peer Group”).
• changedThe Company produced a TSR of 3.48% 4.98%over the three-year period ending June 30, 2025, 2024,using the average closing price of the last 30 calendar days of fiscal 2025. 2024.
• changedThis TSR resulted in an achievement of the 34th 60thpercentile against the fiscal 2023 2022TSR Peer Group, which correlated to a final payout of 52.7% 133.33%of the 2023 2022Named Executive’s target TSR performance shares.
• new2025 Proxy Statement29
• changedThe Organic Revenue Growth performance share grant comprised approximately 20% of the total fiscal 2023 2022performance share grant target value and vested at the end of three years based on the Company’s Organic Revenue Growth CAGR, which was isadjusted for the impact of deconversion fees and acquisitions and divestitures during the performance period, against a threshold, target, and maximum percentage goal set by the HC&C Committee based on the annual budget of the Company and available forecasts, with the purpose of setting meaningful and challenging targets.
• changedThe Company produced an Organic Revenue Growth CAGR of 6.8% 7.6%over the three-year period ending June 30, 2025, 2024,resulting in a final payout of 0% 106.7%of the 2023 2022Named Executive’s target Organic Revenue Growth performance shares.
• changedThe Operating Margin Expansion performance share grant comprised approximately 20% of the total fiscal 2023 2022performance share grant target value and vested at the end of three years based on the Company’s Operating Margin Expansion, which is adjusted for the impact of deconversion fees and acquisitions and divestitures during the performance period, against a threshold, target, and maximum percentage goal set by the HC&C Committee based on the annual budget of the Company and available forecasts, with the purpose of setting meaningful and challenging targets.
• changedThe Company produced an Operating Margin Expansion of 0.9% 0.5%over the three-year period ending June 30, 2025, 2024,resulting in a final payout of 180% 0%of the 2023 2022Named Executive’s target Operating Margin Expansion performance shares.
• new302025 Proxy Statement
• new2025 Proxy Statement31
• changedIn designing compensation programs and determining compensation levels for the Named Executives for fiscal 2025, 2024,the HC&C Committee was assisted by an independent compensation consultant firm.
• changedThe HC&C Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent executive compensation and corporate governance consulting firm, to serve as its independent advisor and compensation consultant with respect to compensation programs for fiscal 2025. 2024.
• changedMeridian was also engaged to provide analysis and advice to the HC&C Committee with respect to the compensation of the Company’s independent directors.
• changedIn making compensation decisions, the HC&C Committee compared each element of total direct compensation against a peer group of publicly traded companies in the software, payments, and data processing industries against which the HC&C Committee believes we compete in the market for executive talent.
• new322025 Proxy Statement
• newtalent.
• changedFor fiscal 2025, 2024,the Compensation Peer Group was comprised of the following companies:
• changedACI Worldwide, Inc.Broadridge Inc.BlackKnight,Inc.*BroadridgeFinancial Solutions, Inc.Corpay, Inc.DocuSign, Inc.Euronet Worldwide, Inc.ExlService Holdings, Inc.FactSet Research Systems Inc.Fair Isaac CorporationGenpact LimitedMorningstar, Inc.PTC Inc.SS&C Inc.SplunkInc.*SS&CTechnologies Holdings, Inc.Tyler Technologies, Inc.Verint Systems Inc.WEX, Inc.
• changedIn setting fiscal 2025 2024compensation, the HC&C Committee reviewed competitive market data for the Compensation Peer Group at the 25th, 50th, and 75th percentiles for base salary, target bonus, target cash compensation, long-term incentive compensation, and target total compensation.
• changedIn setting total cash compensation and long-term incentive compensation, the HC&C Committee recognized that there are certain limitations in the market data available for the Compensation Peer Group.
• changedActual cash and equity incentive awards are determined by the performance of the Company, the executives as a group, Companyand the individual, depending on the type of award, compared to established goals.
• new2025 Proxy Statement33
• changedIn June 2024, andJuly2023,the HC&C Committee considered competitive data provided by Meridian.
• newOn July 1, 2024, Mr. Adelson became Chief Executive Officer, Mr. McLachlan became Senior Vice President and Chief Operating Officer, and Mr. Foss moved from Chief Executive Officer and Board Chair to Executive Board Chair.
• newFiscal 2025 base salary changes for these three Named Executives went into effect on July 1, 2024.
• changedFiscal 2025 2024base salary changes for the other Named Executives did not go into effect forNamedExecutivesuntil January 2025. 2024.
• newNamed ExecutiveFiscal 2024 Base Salary($)Fiscal 2025 Base Salary($)IncreaseGregory R.
• newAdelson586,500750,00027.9 %Mimi L.
• newCarsley517,750533,2833.0 %David B.
• newFoss865,000500,000(42.2)%Craig K.
• newMorgan438,600451,7583.0 %Shanon G.
• newMcLachlan*Not Disclosed450,000N/A
• new*Mr. McLachlan was not an executive officer prior to his appointment as Senior Vice President and Chief Operating Officer as of July 1, 2024.
• changedIn setting the fiscal 2025 2024bonus amounts a Named Executive is eligible to earn for achieving specified objectives, the HC&C Committee considered published survey data and targeted bonus and target total cash compensation levels at or near the 50th percentile of the Compensation Peer Group.
• changedExecutives have the opportunity to earn reduced bonus amounts if a minimum level (threshold) of performance against an objective is achieved and can also earn increased bonus amounts for performance in excess of the level of targeted performance (subject to a maximum of 200% of the established target amount).
• new342025 Proxy Statement
• changedCash bonus incentives for fiscal 2025 2024were structured under the 2017 Annual Incentive Plan.
• changedThe fiscal 2025 2024incentive 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 executive goals set for the Named Executives as a group by the HC&C Committee.
• newFor fiscal 2025, the HC&C Committee established one set of strategic goals for Mr. Foss, as Executive Board Chair, and a separate set of strategic goals for the remaining Named Executives.
• changedHowever, the fiscal 2025 2024annual incentive plan provided that no part of the incentive cash bonus was payable unless the Company’s performance on the adjusted operating income measurement was at or above the minimum threshold for achievement.
• changedThe adjusted operating income performance target for the Named Executives in fiscal 2025, 2024,which achievement composes 75% of the targeted annual incentive cash bonus, was established from the annual budget of the Company as approved by the Board of $540.7 $494.5million of adjusted operating income.
• newThis $540.7 million of adjusted operating income was reached by adjusting the approved GAAP operating income target of $553.8 million to remove $13.1 million of anticipated operating income from deconversion fees during the fiscal year.
• changedThe HC&C Committee designed the fiscal 2025 2024annual incentive cash bonus plan to require that the adjusted operating income after all bonuses are paid be no less than $540.7 $494.5million.
• newBased on $30.5 million of
• new2025 Proxy Statement35
• changedBasedon$28.5millionofanticipated amounts to be expensed as target corporate bonuses that are dependent on achievement of certain operating income performance levels in the fiscal year, and accounting for the average strategic executive goal achievement including individual modifiers in fiscal 2025 2024of greater than 100% as described below, the 100% payout target for adjusted operating income before bonus payments was $571.2 $523.2million.
• changedBecause annual bonuses may only be paid out to the extent post-bonus adjusted operating income exceeds the $540.7 $494.5million threshold, the threshold for adjusted operating income pre-bonus is a function of total bonus pool size, rather than a set percentage of target.
• changedFor fiscal 2025, 2024,the pre-bonus adjusted operating income threshold was 94.7% 94.6%of target, below which no bonus was payable, with a target amount at 100% and up to a maximum at 110%.
• changedBonus payouts for adjusted operating income achievement ranged from 0% of target at threshold performance to 200% of targeted bonus at maximum performance, with additional breakpoints between threshold and target and between target and maximum.
• changedThe adjusted operating income results used for the performance target were calculated by adjusting the actual operating income results for fiscal 2025 2024of $568.7 $489.4million to remove operating income related to non-GAAP adjustments as applied by management in financial earnings releases and as approved by the HC&C Committee.
• newThese adjustments included removing deconversion fees during the fiscal year of $27.7 million and adding back amounts expensed as corporate bonuses at June 30, 2025 of $30.5 million, which were dependent upon achievement of certain operating income performance levels in the fiscal year.
• changedThis outcome of $571.5 $524.1million of pre-bonus adjusted operating income in fiscal 2025, 2024,or 100.1% 100.2%of target, resulted in a 100.2% 100.7%payout of target for the Named Executives.
• newFor fiscal 2025, the HC&C Committee adopted five strategic goals for the Named Executives other than Mr. Foss, which included
• new362025 Proxy Statement
• changedForfiscal2024,theHC&CCommitteeadoptedsixstrategicgoalsfortheNamedExecutives,whichincludedachieving specified customer and employee satisfaction ratings, delivery of important corporate initiatives, milestones and product delivery timelines, implementationofprogramsandsystems,implementing process and control improvements, and achieving customer sales targets.
• newFor fiscal 2025, the HC&C Committee adopted three strategic goals for Mr. Foss, as Executive Board Chair, which included support of the transition to Mr. Adelson as the new Chief Executive Officer, assessing strategic fit of certain products and groups, and assisting in Company technology modernization initiatives.
• changedThe HC&C Committee grades the strategic payout based on a holistic determination of all goals in the aggregate, with one payout factor determined based on the HC&C Committee’s assessment.
• newBased on satisfactory transition support and execution on initiatives, the HC&C Committee determined that Mr. Foss earned a payout of 100% of target for his strategic goals.
• changedBased on exceeding benchmark scores for customer and employee satisfaction ratings, meeting or exceeding implementation schedules for identified initiatives and products, other than a product whose release was strategically adjusted, execution on process and control improvements, and achievement of positivecustomer sales targets, results,the HC&C Committee determined that the five sixstrategic executive goals for the Named Executives other than Mr. Foss earned a payout of 100% 115%of target.

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