Jack Henry Reports $2.38B Revenue, Board Adds CEO Adelson

TL;DR

**JKHY's board is solidifying leadership with CEO Adelson's appointment and pushing a new equity plan, signaling confidence and a focus on long-term value, but watch for shareholder pushback on special meeting rights.**

AI Summary

Jack Henry & Associates, Inc. (JKHY) reported strong fiscal year 2025 revenue of $2.38 billion and paid $165 million in total dividends, marking 21 consecutive calendar years of increased dividends. The company, with approximately 7,200 associates and 7,400 clients, will hold its Annual Meeting on November 12, 2025, to elect ten directors, approve the 2025 Equity Incentive Plan, and ratify PricewaterhouseCoopers LLP as its independent auditor. Notably, Gregory R. Adelson, President and CEO, was appointed to the Board on August 22, 2025, increasing the board size from nine to ten members. Stockholders will also vote on an advisory basis for executive compensation, which saw 93% approval in fiscal year 2024, and consider a stockholder proposal for improved special meeting call ability, which the Board recommends against. The company emphasizes attracting and retaining executives through competitive compensation linked to performance and long-term stockholder value creation.

Why It Matters

This DEF 14A filing provides crucial insights into Jack Henry's governance and strategic direction, directly impacting investor confidence and long-term value. The proposed 2025 Equity Incentive Plan could significantly influence executive motivation and retention, while the board's recommendation against the special meeting proposal signals a stance on shareholder activism. For employees, the company's consistent dividend increases and 'Best Companies to Work for' awards reflect a stable and rewarding environment. In a competitive fintech landscape, Jack Henry's focus on attracting top talent and aligning executive interests with shareholders is vital for maintaining its market position against rivals like Fiserv and FIS.

Risk Assessment

Risk Level: low — The risk level is low due to the company's consistent financial performance, including 21 consecutive years of increased dividends totaling $165 million in FY25, and strong governance practices. The high 93% approval rate for fiscal year 2024 executive compensation indicates strong shareholder alignment, mitigating immediate governance risks.

Analyst Insight

Investors should vote 'FOR' the proposed 2025 Equity Incentive Plan to support long-term executive alignment and 'AGAINST' the shareholder proposal on special meetings, aligning with the Board's recommendation to maintain current governance structures. Review the new CEO Gregory R. Adelson's background for future performance indicators.

Executive Compensation

Key Numbers

• $2.38B — FY 25 Revenue (Indicates strong financial performance for Jack Henry & Associates, Inc.)
• $165M — FY 25 Total Paid Dividends (Represents 21 consecutive calendar years of increased dividends, showing consistent shareholder returns.)
• 7,200 — Associates (Number of employees at Jack Henry & Associates, Inc.)
• 7,400 — Clients (Number of clients served by Jack Henry & Associates, Inc.)
• 93% — Say-on-Pay Advisory Vote Approval (Approval rate for fiscal year 2024 executive compensation, indicating strong shareholder support.)
• 10 — Directors (Number of directors to be elected, increased from nine with Gregory R. Adelson's appointment.)
• 2025 — Equity Incentive Plan (New plan proposed for approval to align executive compensation with long-term stockholder value.)
• 72 — Director Age Limit (Maximum age for directors to stand for re-election, except in exceptional circumstances.)
• 12 — Director Service Limit (Total years of service limit for directors first elected after May 14, 2021.)
• 20% — Proxy Access Limit (Maximum percentage of the Board that stockholders can nominate through proxy access.)

Key Players & Entities

• JACK HENRY & ASSOCIATES INC (company) — Registrant
• Gregory R. Adelson (person) — President, Chief Executive Officer, and Director
• David B. Foss (person) — Board Chair
• Matthew C. Flanigan (person) — Vice Chair and Lead Director
• PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
• NASDAQ (regulator) — Listing standards
• SEC (regulator) — Securities and Exchange Commission
• Craig K. Morgan (person) — Secretary
• CNO Financial Group, Inc. (company) — Other directorship of David B. Foss
• H&R Block, Inc. (company) — Employer of Curtis A. Campbell

FAQ

Risk Factors

• Compliance with Evolving Regulations [medium — regulatory]: The company operates in the financial services sector, which is subject to extensive and evolving regulations. Failure to comply with these regulations could result in significant fines, penalties, and reputational damage.
• Cybersecurity and Data Breaches [high — operational]: As a provider of financial technology solutions, Jack Henry is a target for cyberattacks. A breach of sensitive customer data could lead to financial losses, regulatory scrutiny, and loss of customer trust.
• Intense Competition [medium — market]: The financial technology market is highly competitive, with numerous established players and emerging fintech companies. Jack Henry must continuously innovate and adapt to maintain its market share and competitive edge.
• Dependence on Key Clients [low — financial]: While serving 7,400 clients, a significant portion of revenue could be concentrated among a few large clients. The loss of a major client could materially impact financial performance.
• Litigation and Legal Proceedings [low — legal]: The company may be subject to various lawsuits and legal proceedings in the ordinary course of business. Adverse outcomes could result in significant financial liabilities.

Industry Context

Jack Henry & Associates operates in the highly competitive financial technology sector, providing core processing and technology solutions to banks and credit unions. The industry is characterized by rapid technological advancements, increasing regulatory scrutiny, and a growing demand for digital banking services. Key trends include cloud adoption, data analytics, and enhanced cybersecurity measures, all of which Jack Henry must address to maintain its market position.

Regulatory Implications

The financial services industry is subject to stringent regulations, including those related to data privacy, cybersecurity, and anti-money laundering. Jack Henry must ensure ongoing compliance with these evolving rules to avoid penalties and maintain client trust. Changes in regulatory landscapes can impact product development and operational costs.

What Investors Should Do

1. Vote FOR Proposal 1: Election of Directors
2. Vote FOR Proposal 2: Advisory Vote on Executive Compensation
3. Vote FOR Proposal 3: Approval of the 2025 Equity Incentive Plan
4. Vote AGAINST Proposal 5: Stockholder Proposal on Special Meeting Call Ability

Key Dates

• 2025-11-12: Annual Meeting of Stockholders — Key date for voting on director elections, executive compensation, equity incentive plan, auditor ratification, and stockholder proposals.
• 2025-08-22: Gregory R. Adelson appointed to the Board of Directors — Increased board size to ten members and reflects the appointment of the current CEO to the board.
• 2024-07-01: Fiscal Year 2025 begins — Start of the fiscal year for which revenue and dividend information is reported.
• 2024-07-01: Fiscal Year 2024 Say-on-Pay vote — Indicates 93% shareholder approval for executive compensation in the prior fiscal year.

Glossary

DEF 14A

A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) when seeking shareholder approval for certain corporate actions. (This document provides detailed information about the company's governance, executive compensation, and proposals to be voted on at the annual meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives. (Proposal 3 seeks shareholder approval for the 2025 Equity Incentive Plan, which is designed to align executive interests with long-term stockholder value.)

Say-on-Pay

An advisory (non-binding) shareholder vote on the compensation of the company's named executive officers. (Proposal 2 allows shareholders to express their opinion on the company's executive compensation practices, which received 93% approval in FY2024.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Proposal 4 asks shareholders to ratify the appointment of PricewaterhouseCoopers LLP as the company's auditor for Fiscal Year 2026.)

Proxy Access

A provision that allows long-term shareholders to nominate directors on the company's proxy card under certain conditions. (The filing mentions a limit of 20% of the Board for proxy access nominations, indicating a governance feature related to shareholder nominations.)

Named Executive Officers (NEOs)

The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in proxy statements. (The 'Say-on-Pay' vote specifically addresses the compensation of these key executives.)

Year-Over-Year Comparison

While specific comparative financial metrics are not detailed in this excerpt, the filing highlights a continuation of strong performance with $2.38 billion in FY25 revenue and $165 million in dividends, marking 21 consecutive years of dividend increases. The board size has increased from nine to ten directors with the appointment of the CEO. The 'Say-on-Pay' vote in the prior year showed strong shareholder support at 93%, indicating continued alignment on executive compensation strategies.

Key Financial Figures

• $2.38B — ~7,200 Clients ~7,400 FY 25 Revenue $2.38B 21 Consecutive Calendar Years of Incr
• $165M — d Dividends FY 25 Total Paid Dividends $165M NASDAQ: JKHY Workplace Awards US N
• $27 billion — irector of FirstBank Holding Company, a $27 billion asset bank holding company based in Lak
• $3.5 billion — 125 transactions totaling in excess of $3.5 billion over his career. His deep ties to the R

Filing Documents

• jkhy-20251001.htm (DEF 14A) — 1319KB
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• 0000779152-25-000079.txt ( ) — 11717KB
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Executive Compensation

Executive Compensation 47 Equity Compensation Plan Information 55 Pay Ratio Disclosure 56 Pay Versus Performance 56 Advisory Vote on Executive Compensation (Proposal 2) 61 Approval of the Company's 2025 Equity Incentive Plan (Proposal 3) 62 Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 4) 71 Stockholder Proposal Titled: "Improved Shareholder Ability to Call for a Special Shareholder Meeting" (Proposal 5), if properly brought before the meeting 73 Stock Ownership of Certain Beneficial Owners 76 Stockholder Proposals and Nominations 77

Financial Statements

Financial Statements 78 Other Matters 78 Appendix A: Jack Henry & Associates, Inc. 2025 Equity Incentive Plan 83 PROXY SUMMARY This summary highlights certain information for stockholders' review in connection with the Annual Meeting. This summary does not contain all of the information that stockholders should consider, and stockholders are encouraged to read the entire Proxy Statement carefully before voting. Business highlights Associates ~7,200 Clients ~7,400 FY 25 Revenue $2.38B 21 Consecutive Calendar Years of Increased Dividends FY 25 Total Paid Dividends $165M NASDAQ: JKHY Workplace Awards US News: Best Companies to Work for 2025-2026 Formed in 1976 Time: America's Best Mid-Size Companies 2025 HQ Monett, Missouri Summary of Proposals 2025 Proposals Board Recommends See Page Proposal 1: Election of Directors. YES 4 Proposal 2: Advisory Vote to Approve the Company's Named Executive Officer Compensation for Fiscal 2025. YES 61 Proposal 3: To approve the Company's 2025 Equity Incentive Plan. YES 62 Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2026. YES 71 Proposal 5: Stockholder proposal titled "Improved Shareholder Ability to Call for a Special Shareholder Meeting," if properly brought before the meeting NO 73 2025 Proxy Statement 1 Fiscal 2025 Director Nominees Name Title Director Since Independent Committees & Roles David B. Foss Board Chair 2017 O Matthew C. Flanigan Vice Chair and Lead Director 2007 Audit, Human Capital & Compensation Thomas H. Wilson, Jr. Director 2012 Audit (Chair), Governance Thomas A. Wimsett Director 2012 Audit, Risk and Compliance (Chair) Shruti S. Miyashiro Director 2015 Human Capital & Compensation, Risk and Compliance Wesley A. Brown Director 2015 Audit Curtis A. Campbell Director 2021 Governance (Chair), Human Capital & Compensation Tammy S. LoCascio Direc

Executive Compensation Highlights

Executive Compensation Highlights Say-On-Pay Advisory Vote and Advisory Vote Frequency Each year the stockholders are given the opportunity to offer a "say-on-pay" advisory vote at the Company's Annual Meeting of Stockholders. At last year's Annual Meeting, 93% of the votes cast on say-on-pay were voted in favor of fiscal year 2024 executive compensation. Compensation Philosophy Our executive compensation programs are designed to achieve the following objectives: 1. Attract, retain, and motivate highly qualified executives by offering competitive compensation. 2. Link performance and executive pay by tying annual cash bonus amounts to achievement of key objectives under the Company's annual business plans, as well as specific strategic goals. 3. Reward competitive performance in comparison with peers in our industry. 4. Reward the creation of long-term stockholder value through long-term incentive compensation awards and encourage significant stock ownership to further align our executives' interests with those of our stockholders. Corporate Governance Highlights A majority of the Company's directors are independent in accordance with Nasdaq standards and all members of Board committees are independent. The Lead Director is independent. Executive sessions of independent directors are led by the Lead Director at each Board meeting. Directors are limited to service on no more than three other public company boards. Directors are restricted from standing for reelection after they reach 72 years old, except in exceptional circumstances as determined by the Board. Directors are limited to 12 total years of service for any director first elected after May 14, 2021. 2025 Proxy Statement 3 PROPOSAL 1 ELECTION OF DIRECTORS The Board recommends that you vote "For" the election of each of the nominees for election to the Board. Procedure At the Annual Meeting, the stockholders will elect ten directors to hold office for one-year terms ending at

View Full Filing

View this DEF 14A filing on SEC EDGAR