DEF 14A of Jack Henry & Associates Inc, Oct 5, 2023

DEF 14A of Jack Henry & Associates Inc

Filed Oct 5, 2023 · FY20230000779152-23-000087

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Procedure

    Procedure At the Annual Meeting, the stockholders will elect nine (9) directors to hold office for one-year terms ending at the 2024 Annual Meeting of Stockholders or until their successors are elected and qualified. The Board has nominated the Company’s nine (9) current directors for re-election at the Annual Meeting. The stockholders are entitled to one vote per share on each matter submitted to vote at any meeting of the stockholders. Unless contrary instructions are given, the persons named in the enclosed Proxy Card or their substitutes will vote “FOR” the election of the nominees named below. Each of the nominees has consented to serve as director. However, if any nominee at the time of election is unable to serve or is otherwise unavailable for election, and as a result other nominees are designated by the Board, the persons named in the enclosed Proxy Card or their substitutes intend to vote for the election of such designated nominees.

  3. Director Qualifications and Selection

    Director Qualifications and Selection Under the Company’s Corporate Governance Guidelines, the Governance Committee is charged with the responsibility for determining the appropriate skills and characteristics required of Board members and are to consider such factors as experience, strength of character, maturity of judgment, technical skills, diversity, and age in assessing the needs of the Board. The Corporate Governance Guidelines specify that a majority of the members shall qualify as independent under applicable Nasdaq Global Select Market (“Nasdaq”) listing standards. While the term “diversity” is not specifically defined in the Corporate Governance Guidelines and there is no formal policy regarding application of the term, it has been the practice of the Governance Committee to apply the term broadly, resulting in Board composition over the years that has reflected diversity in race, gender, and age, as well as diversity in business experience and in representation of the markets served by the Company. While the Company has a nomination policy by which stockholders may recommend to the Governance Committee certain prospective directors for consideration (See “Corporate Governance—Stockholder Recommended Director Candidates,” below), no such recommendation has been received. If such a recommendation is received in the future, it will be evaluated in the same manner as any other recommendation to the Governance Committee. The Governance Committee nomination process varies depending upon the particular expertise and skill set sought by the Governance Committee. The process can be informal, consisting of solicitation of suggestions of possible candidates from other Board members and management, contacting candidates to determine interest level, and in-person interviews to determine “fit.” The Governance Committee has also used a more formal process utilizing a recruiting firm to identify candidates, screening of recommendations, followed by telephone and in-person interviews, background checks, and Governance Committee evaluation and nomination. The Governance Committee expects to continue use of both formal and informal processes to identify appropriate candidates for the Board. The Company’s Board has also adopted a “Proxy Access for Director Nominations” bylaw as part of the Company’s Bylaws. The proxy access bylaw permits a stockholder, or certain groups of stockholders, meeting the requirements contained in the proxy access bylaw to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater). See “Stockholder Nominated Director Candidates” on page 15 for more information.

  4. Nominees for Election

    Nominees for Election The nominees for election as directors of the Company, as well as certain information about them, are as follows:

  5. Nominees for Election

    | Name | Position with Company | Director Since | | David B. Foss | Board Chair and Chief Executive Officer | 2017 | | Matthew C. Flanigan | Vice Chair and Lead Director | 2007 | | Thomas H. Wilson, Jr. | Director | 2012 | | Jacque R. Fiegel | Director | 2012 | | Thomas A. Wimsett | Director | 2012 | | Laura G. Kelly | Director | 2013 | | Shruti S. Miyashiro | Director | 2015 | | Wesley A. Brown | Director | 2015 | | Curtis A. Campbell | Director | 2021 |

  6. Board Snapshot

    Board Snapshot

  7. Board Skills Matrix

    Board Skills Matrix We believe that all the Company’s directors possess required common attributes such as good judgment, intelligence, strategic perspective, financial literacy, and business experience. They each exhibit a strong commitment of time and attention to their roles as directors. We also have sought certain specific skills and backgrounds in our directors to provide an array of expertise in the Board. The chart below summarizes certain specific qualifications, attributes, and skills for each director. A mark indicates a specific area of focus or expertise of a director on which the Board relies, but a lack of a mark does not mean that an individual does not possess that skill.

  8. Board Skills Matrix

    | Expertise | Board of Directors | | | | | | | | | | | Foss | Flanigan | Wilson | Fiegel | Wimsett | Kelly | Miyashiro | Brown | Campbell | | Leadership | • | • | • | • | • | • | • | | • | | Finance | • | • | • | | • | • | | • | | | Financial Services Industry | • | • | | • | • | • | • | • | | | Regulatory Compliance | • | • | | • | • | | • | | • | | Other Public Company Board or Governance | • | • | • | | | • | • | | • | | Technology and Innovation | • | | • | | | • | • | | • | | Strategy and Mergers and Acquisitions | • | • | • | | • | • | • | • | | | Risk Management and Cybersecurity | • | | • | | • | | | | • |

  9. Board Skills Matrix

    Attribute and Skills Definitions

  10. Board Skills Matrix

    | Attribute or Skill | Definition | | Leadership | Experience in senior leadership roles at a large organization | | Finance | Experience or expertise in corporate finance, financial accounting, or financial management | | Financial Services Industry | Experience in the financial services industry, including banks, credit unions, or payments | | Regulatory Compliance | Experience in overseeing compliance programs or engagement with government or regulatory bodies | | Other Public Company Board or Governance | Experience on another public company board or significant corporate governance experience | | Technology and Innovation | Experience managing technological change or driving technological innovation within an organization | | Strategy and Mergers and Acquisitions | Experience in strategic planning, business development, or mergers and acquisitions | | Risk Management and Cybersecurity | Experience in risk management, cybersecurity, information security, or data privacy |

  11. Board Diversity Matrix

    Board Diversity Matrix The matrix below summarizes the self-identified gender and ethnic diverse attributes on our Board.

  12. Board Diversity Matrix

    | Board Diversity Matrix (As of September 18, 2023) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 3 | 6 | - | - | | Number of Directors who identify in any of the categories below | | | | | | African American or Black | - | 1 | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | 1 | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 2 | 5 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | | | Undisclosed | - | | | |

  13. Nominee Information

    Nominee Information The following information relating to the Company’s director nominees details their principal occupations, business experience, and positions during the past five years, as well as the specific experiences, qualifications, attributes, and skills that led to the conclusion that they should serve as directors of the Company: David B. Foss, age 62, Board Chair and Chief Executive Officer. Mr. Foss was named Board Chair on July 1, 2021 and has served as Chief Executive Officer of the Company since July 1, 2016. He also served as President of the Company from 2014 until January 2022. Mr. Foss’s prior positions with the Company include: President of the Company’s ProfitStars Division from 2009 to 2014; General Manager of ProfitStars from 2006 to 2009; General Manager of the Company’s Acquisition and Business Integration unit from 2004 to 2006, during which time the Company completed 10 acquisitions; General Manager of the Complementary Solutions Group from 2000 to 2004; and President of the Open Systems Group from 1999 to 2004. He is also currently serving as a director of CNO Financial Group, Inc. (NYSE: CNO). Before joining the Company in 1999, Mr. Foss held a variety of positions in the financial services industry including senior operations management, sales management, and supervisory roles at BancTec, Advanced Computer Systems, and NCR. His long tenure in the industry and variety of leadership roles provide significant experience to the Company and its products, employees, and customers. Matthew C. Flanigan, age 61, Vice Chair and Lead Director. Mr. Flanigan is former Executive Vice President, Chief Financial Officer and nine-year Board Member of Leggett & Platt, Incorporated (NYSE: LEG), having retired from those positions in 2019. Headquartered in Carthage, Missouri, Leggett & Platt is a leading manufacturer of engineered components and products found in many homes, offices, automobiles, and airplanes. Mr. Flanigan became Chief Financial Officer in 2003, was appointed Executive Vice President in 2009, and elected to Leggett & Platt’s Board of Directors in 2010. From 1999 until 2003, he served as President of the Office Furniture and Plastics Components Groups of Leggett. Prior to joining Leggett in 1997, Mr. Flanigan was employed in the banking industry for 13 years, the last 10 of which as First Vice President and Manager for Societe Generale S.A. in Dallas, the largest non-U.S. lending institution in the Southwestern United States at that time. Mr. Flanigan currently serves as a director of Performance Food Group Company (NYSE: PFGC), one of the nation’s largest food distribution businesses and a Fortune 100 company. He previously served as a director of Fast Radius, Inc. (Nasdaq: FSRD), a cloud manufacturing and digital supply chain company. Mr. Flanigan brings to our Board expertise in banking and finance, risk, and compliance as well as a unique perspective coming from his broad experience at a large, global manufacturer as both an executive and Board Member, and having served on several public company boards. Mr. Flanigan was appointed “Lead Director” by the independent directors in 2012. Thomas H. Wilson, Jr., age 62, Director. Mr. Wilson is a Managing Partner at DecisionPoint Advisors, LLC in Charlotte, N.C., a specialized merger and acquisition advisory firm for mid-market technology companies and currently serves as a director of NN, Inc. (Nasdaq: NNBR), a diversified industrial company. Prior to joining DecisionPoint in 2008, he served as Chairman and CEO of NuTech Solutions from 2004 to 2008, a business intelligence software company that was acquired by Neteeza. From 1997 to 2004, Mr. Wilson was President of Osprey, a consulting and systems integration firm. Prior to his work at Osprey, Mr. Wilson was employed by IBM for 14 years in a variety of management and sales positions. Mr. Wilson earned a Master’s in Business Administration from Duke University and has served on the boards of various non-profit and community organizations, including North Carolina Innovative Development for Economic Advancement (NC IDEA), Junior Achievement, the Charlotte United Way, and the National Association of Corporate Directors Carolinas Chapter. Mr. Wilson brings to the Board extensive management and sales experience in technology companies, as well as expertise in technology-oriented investment banking and mergers and acquisitions. Jacque R. Fiegel, age 69, Director. Ms. Fiegel is Chairman, Central Oklahoma Area of Prosperity Bank in Oklahoma City, Oklahoma. Ms. Fiegel serves on the Management Committee and Strategic Technology Oversight Committee at Prosperity. Prior to its acquisition by Prosperity Bank, she served at Coppermark Bank as Senior Executive Vice President, Chief Operating Officer, and director, as well as director and treasurer of affiliates Coppermark Bancshares, Inc. and Coppermark Card Services, Inc. She began her career at the bank in 1976 as a teller. Ms. Fiegel is a former member of the Oklahoma City Branch Board of the Federal Reserve Bank of Kansas City, a former director of the Oklahoma Bankers Association, and was previously a director and past President of the Economic Club of Oklahoma, as well as a number of civic organizations in Oklahoma City. Ms. Fiegel was named in 2008 one of the US Banker “25 Most Powerful Women in Banking” and to the “25 Women to Watch” lists in both 2009 and 2010. Ms. Fiegel brings to the Board a broad experience with and understanding of bank technology, banking operations, financial management, and the overall banking business. Thomas A. Wimsett, age 59, Director. Mr. Wimsett is the Founder and Chairman of Merchant’s PACT, a fintech, payments program management, and consulting firm he formed in 2012. He also served as Executive Chairman of ControlScan, Inc., a payment card compliance, network, and managed security services firm, from 2014 through 2020. He is a 35+ year veteran of the payments industry, the founder and former Chairman and Chief Executive Officer of Iron Triangle Payment Systems, a leading merchant payment processor, which was acquired by Vantiv (now Fidelity National Information Services, Inc.) in late 2010. Prior managerial and executive positions in the payments industry include President and CEO of National Processing Company (NYSE: NAP) from 1999 to 2002. He formerly served as Chairman and director of Town & Country Bank and Trust Company in Bardstown, Kentucky. Mr. Wimsett brings deep knowledge and experience in the payments industry to the Board, including service for more than 10 years as a director or advisory board member of the Electronic Transaction Association, an international trade association, and prior roles as a director of MasterCard’s US Board and on advisory boards for both Discover Card and Visa.

  14. Nominee Information

    Laura G. Kelly, age 66, Director. Ms. Kelly is a former Managing Director of CoreLogic, Inc., where she served as President of Columbia Institute, an industry education affiliate. She currently serves as a director for RE/MAX Holdings, Inc. (NYSE: RMAX) and director for USAA’s Savings Bank. Ms. Kelly also served Dun & Bradstreet Corporation as Chief Product and Content Officer from 2013 to 2015, and American Express Company, where she was Senior Vice President and General Manager in Global Payments from 2011 to 2013. From 2005 to 2011, Ms. Kelly was employed by MasterCard Worldwide, Inc. as Executive Vice President and Group Head with Global Product responsibilities in Prepaid and Debit. Prior to MasterCard, Ms. Kelly held various executive leadership positions within the insurance and financial services sector. Early in her career, Ms. Kelly served her country as an active duty and reserve officer in the United States Air Force. Ms. Kelly brings to the Board extensive management experience in innovation, payments, and financial services technology. Her background includes a focus on digital transformation, leading large scale organizations, and experience developing international payments products and services. Ms. Kelly is a certified public accountant, a certified property and casualty underwriter, an associate in risk management and earned a Master’s in Business Administration from Auburn University. Shruti S. Miyashiro, age 52, Director. Ms. Miyashiro is President and Chief Executive Officer of Digital Federal Credit Union, which she has led since August 2022. Ms. Miyashiro also served as President and CEO of Orange County’s Credit Union, which she led from 2007 through July 2022. Ms. Miyashiro has served in numerous leadership positions, including as a past Board Director of the Federal Home Loan Bank of San Francisco, past Board Director of CO-OP Financial Services, a large credit union services organization which serves institutions nationwide, past appointee to the Advisory Committee for the California Department of Financial Protection and Oversight, as well as numerous state and national committees for credit unions. Ms. Miyashiro brings to the Board the perspective and experience of one of the largest credit unions in the nation and a current Company customer, as well as that of a past customer from her time at Orange County’s Credit Union, which used the Company’s core software system and many of its complementary products and services during her tenure. Ms. Miyashiro earned a Master’s in Business Administration from the University of Redlands. Wesley A. Brown, age 69, Director. Mr. Brown currently serves as President of Bent St. Vrain & Company, LLC, a Denver-based bank consulting firm that he formed in 2015, and as director of FirstBank Holding Company, a $28 billion asset bank holding company based in Lakewood, CO. Mr. Brown served KPMG, LLP as Managing Director in its Corporate Finance subsidiary from June 2014 to his retirement in October 2015. From 2004 to 2014, Mr. Brown was a co-founder and Managing Director of St. Charles Capital, LLC in Denver, Colorado, where he also served as its first President and Compliance Officer. Mr. Brown has specialized in merger transactions and financings for financial institutions, completing over 125 transactions totaling in excess of $3.5 billion over his career. His connections with and to the community banking industry in the Rocky Mountain Region are extensive, as he has personally worked on approximately half of all Colorado bank and thrift merger transactions from 1993 through 2015. Prior to founding St. Charles Capital, he served as Managing Director of McDonald Investments, Inc. (2001-2004) and Executive Vice President of The Wallach Company (1991-2000). Mr. Brown previously served as a Director from 2005 to 2014, when he resigned due to changes in the terms and requirements of his employment by the national accounting and consulting firm KPMG. In addition to experience with finance and compliance, Mr. Brown brings a deep knowledge of the banking industry to the Board as well as unique insight to the Company’s mergers and acquisitions. Mr. Brown earned a Master’s in Business Administration with Honors from the University of Chicago. Curtis A. Campbell, age 51, Director. Mr. Campbell is the former CEO of TaxAct, a provider of technology-enabled tax focused financial solutions. He previously served as President of Software at Blucora, Inc. (Nasdaq: BCOR) where he ran TaxAct from 2018 until it was sold by Blucora in 2022. He continued to lead TaxAct after the sale until 2023. Prior to TaxAct, Mr. Campbell served Capital One Financial Corporation (NYSE: COF), a diversified financial services holding company, as a Managing Vice President of Consumer Auto from 2017 to 2018 and Intuit Inc. (Nasdaq: INTU), a financial technology company serving consumers and small businesses, where he was Vice President of Product Management, Strategy, Analytics and Innovation from 2014 to 2017. Mr. Campbell brings extensive experience with infrastructure and cloud computing as well as digital development and a keen focus on customer experience from his leadership roles at several technology companies. Mr. Campbell earned a Master’s in International Business from the University of South Carolina.

  15. Director Compensation

    Director Compensation The Human Capital & Compensation Committee reviews annually the compensation for non-employee directors, as well as comparative compensation data for peer companies provided by its independent advisor. If the Human Capital & Compensation Committee determines that a change to non-employee director compensation is advisable, it provides a recommendation to the Board and the Board considers this recommendation for approval. The following table sets forth compensation paid to our non-employee directors in fiscal year 2023. A director who is employed by the Company does not receive any separate compensation for service on the Board. The compensation paid to Mr. Foss as an employee is detailed below at “Executive Compensation.”

  16. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards | Options Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | ($) | ($) (1) (2) | ($) | ($) | ($) | ($) | | Matthew C. Flanigan | 139,500 | 178,021 | - | - | - | 317,521 | | Thomas H. Wilson, Jr. | 112,000 | 178,021 | - | - | - | 290,021 | | Jacque R. Fiegel | 80,000 | 178,021 | - | - | - | 258,021 | | Thomas A. Wimsett | 109,000 | 178,021 | - | - | - | 287,021 | | Laura G. Kelly | 89,375 | 178,021 | - | - | - | 267,396 | | Shruti S. Miyashiro | 107,375 | 178,021 | - | - | - | 285,396 | | Wesley A. Brown | 93,000 | 178,021 | - | - | - | 271,021 | | Curtis. A. Campbell | 80,000 | 178,021(3) | - | - | - | 258,021 |

  17. Director Compensation

    (1) These amounts reflect the aggregate grant date fair value of restricted stock units granted in the fiscal year ended June 30, 2023, in accordance with FASB ASC Topic 718. For assumptions used in determining the fair value of restricted stock units granted, see Note 10 to the Company’s 2023 consolidated financial statements in our Annual Report on Form 10-K ifor the year ended June 30, 2023. (2) As of June 30, 2023, each director listed held an aggregate of 983 unvested restricted stock units. (3) Includes amounts deferred pursuant to the Company’s Non-Employee Director Deferred Compensation Plan. In prior years, the annual director cash retainer, the annual lead director retainer, and the annual committee chair retainers were paid following the Annual Meeting of Stockholders, in advance for services to be rendered through the following Annual Meeting of Stockholders. Meeting fees (in-person or remote) for Board and committee meetings were paid on a monthly basis in arrears. In August 2022, the Board approved changes to non-employee director cash compensation practices. Meeting fees were eliminated and the annual director cash retainer, the annual lead director retainer, and committee member retainers were all paid quarterly in arrears for the fiscal year 2023, running from July 1, 2022 through June 30, 2023. Because cash retainer amounts received in November 2021 were paid for the period running from the 2021 Annual Meeting of Stockholders through the 2022 Annual Meeting of Stockholders, the new quarterly cash retainer payments were reduced to account for the amounts already received for the period from July 1, 2022 through the 2022 Annual Meeting of Stockholders on November 15, 2022. In the fiscal year ended June 30, 2023, each non-employee director received an annual director cash retainer of $70,000 per year, paid quarterly in arrears. Each non-employee director is also reimbursed for out-of-pocket expenses incurred in attending all Board and committee meetings. If there is a non-executive Board Chair, such individual is compensated with an additional annual retainer. The current Board Chair, Mr. Foss, is an employee of the Company and does not receive compensation for his service on the Board. For fiscal 2023, the Lead Director (Mr. Flanigan) was compensated with an additional lead director annual retainer amount of $50,000, paid quarterly in arrears. In the fiscal year ended June 30, 2023, the members of the Audit Committee each received an annual committee retainer of $20,000, the members of the Human Capital & Compensation Committee and the members Risk and Compliance Committee each received an annual committee retainer of $15,000, and the members of the Governance Committee each received an annual committee retainer of $10,000, all paid quarterly in arrears. In addition to the annual committee retainer, the chair of each committee receives an annual committee chair retainer. In the year ended June 30, 2023, the chair of the Audit Committee, the chair of the Human Capital & Compensation Committee, and the chair of the Risk and Compliance Committee each received an annual committee chair retainer of $25,000, and the chair of the Governance Committee received an annual committee chair retainer of $15,000, all paid quarterly in arrears. Equity compensation is paid annually to the non-employee directors in the form of restricted stock units. These restricted stock units are issued under the Company’s 2015 Equity Incentive Plan. For fiscal 2023, the annual grant amount paid to each non-employee director was targeted at $180,000. This consisted of 983 restricted stock units, granted on the third business day following the date of the 2022 Annual Meeting. The fiscal 2023 restricted stock units granted to the non-employee directors will vest on the earlier of (i) the day before the Company’s 2023 Annual Meeting or (2) November 18, 2023. In fiscal 2023, the directors listed above were not eligible to participate in any non-equity incentive compensation plan from the Company or any pension plan of the Company. Non-employee directors are eligible for and may elect to participate in the Company’s Non-Employee Director Deferred Compensation Plan. In fiscal 2023, only the restricted stock unit awards to non-employee directors were eligible for deferral and one of the non-employee directors elected deferral of all or part of their award. Deferred amounts are maintained by the Company in bookkeeping accounts. Stock awards that are deferred are deemed invested in the Company’s common stock, and deemed dividends paid on deferred equity awards are invested in a Federal Rate fund. The deferred amounts are unsecured obligations of the Company. Restricted stock units that are deferred under the Company’s Non-Employee Director Deferred Compensation Plan may be settled in stock or, at the option of the Human Capital & Compensation Committee, in cash. Earnings on deferred amounts are not included in the above table because plan earnings were not preferred or above market.

  18. Fiscal 2023 Compensation Components

    | Component | | Metrics | Performance/ Vesting Period | More Information | | Base Salary | | Fixed and recurring cash compensation set at market competitive levels to attract and retain highly qualified and effective executives. | | Page 31 | | Annual Incentive Cash Bonus | | Variable cash compensation tied 75% to annual adjusted operating income versus budget target and 25% to obtainment of individual performance goals. | One year | Page 31 | | Long-Term Incentive Compensation | Performance share awards (60%) | Performance shares vest based on Jack Henry’s (1) relative total shareholder return against the S&P 1500 Software & Services Index plus our Compensation Peer Group (60%), (2) three-year compound annual growth rate for organic revenue (20%), and (3) three-year non-GAAP operating margin expansion (20%). | Three years | Page 35 | | | Restricted stock unit awards (40%) | Time-based restricted stock units vest in equal annual installments based on continued service. | Three years | Page 37 |

  19. Total Shareholder Return and Results of Fiscal 2021 Performance Share Awards

    Total Shareholder Return and Results of Fiscal 2021 Performance Share Awards Total shareholder return (“TSR”) is calculated as (i) the sum of change in stock price plus dividends over the measurement period, divided by (ii) the beginning stock price. This calculation assumes reinvestment of dividends. Our TSR performance has a meaningful and direct impact on the compensation earned by our Named Executives. In fiscal 2021, the HC&C Committee made two separate performance share grants to our Named Executives, each of which vested at the end of three years based on TSR over the three-year period in comparison to: (1) the fiscal 2021 Compensation Peer Group for the first grant, and (2) the companies in the S&P Composite 1500 Information Technology Index (the “S&P 1500 IT Index”) for the second grant. The Company produced a TSR of -7.27% over the three-year period ending June 30, 2023, using average closing price of the last 30 calendar days of the fiscal year. This TSR resulted in an achievement of the 31.25th percentile against the fiscal 2021 Compensation Peer Group, which correlated to a final payout of 51.25% of the Named Executive’s target shares. The Company’s TSR of -7.27% also resulted in an achievement of the 19.66th percentile against the S&P 1500 IT Index, which is below the 25th percentile threshold established by the HC&C Committee and resulted in a final payout of 0% of the Named Executive’s target shares. This result is in keeping with the Company’s desire to focus on performance-based and at-risk pay.

  20. Compensation Philosophy and Objectives

    | Compensation Element | Purpose | | Base salary | •Attract and retain highly qualified executives | | Annual incentive cash bonus | •Support pay-for-performance orientation •Focus executives on executing the annual operating plan and key financial and non-financial measures of success as established by the Board | | Long-term incentive compensation | •Align interests of executives and stockholders •Support a stock ownership culture •Drive long-term value creation •Encourage retention of executives | | Broad-based benefits | •Attract and retain highly qualified executives •Named Executives at Jack Henry participate in the same benefit programs available to our full-time employees | | Termination provisions | •Align management and stockholder interests to review attractive business alternatives |

  21. Process for Establishing Compensation

    Process for Establishing Compensation The HC&C Committee has overall responsibility for making decisions regarding the compensation of the Named Executives. In determining appropriate compensation levels for the Named Executives, the HC&C Committee meets and deliberates outside the presence of the Named Executives and other members of the executive management team. With respect to the compensation levels for the Named Executives other than the Chief Executive Officer, the HC&C Committee considers input and recommendations from the Chief Executive Officer. Performance reviews of the Named Executives are based on objective and subjective evaluations of individual performance as well as their performance in the preceding fiscal year in achieving Company performance objectives. While our Chief Executive Officer makes recommendations concerning salary adjustments, cash bonus programs, and award amounts for the other Named Executives, the HC&C Committee exercises its discretion and sole authority to set the compensation of each of the Named Executives. In designing compensation programs and determining compensation levels for the Named Executives for fiscal 2023, the HC&C Committee was assisted by an independent compensation consultant firm. The 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 2023. The Chair of the HC&C Committee worked directly with Meridian to determine the scope of the work needed to assist the HC&C Committee in its decision-making processes. The engagement of the consulting firm included provision of benchmark comparative data for the Named Executives with respect to base salaries, annual cash bonuses, and long term incentives, in addition to incentive plan design and governance-related matters affecting executive compensation. Meridian was also engaged to provide analysis and advice to the HC&C Committee with respect to the compensation of the Company’s independent directors. The HC&C Committee Chair approves any additional work performed by Meridian on behalf of management. The HC&C Committee has assessed the independence of Meridian and determined that no conflict of interest exists under the rules established by the SEC and Nasdaq. The HC&C Committee reviews the independence of its advisors annually. In 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. We collectively refer to this group as the “Compensation Peer Group.” In selecting companies for the Compensation Peer Group, the HC&C Committee has considered multiple criteria, including industry, annual revenue, and market capitalization. For fiscal 2023, the Compensation Peer Group was comprised of the following companies:

  22. Process for Establishing Compensation

    *Bottomline Technologies, Inc. was included as part of the fiscal 2023 Compensation Peer Group for benchmarking, but was acquired before the start of fiscal 2023. The Compensation Peer Group is reviewed annually and, as appropriate, updated by the HC&C Committee to make sure that members of the group are consistent with the Company’s industry and financial scope and comparable in terms of size and labor pool. For comparison purposes, the Company’s annual revenue, net income, and market capitalization were within a reasonable range of the median of the members of the Compensation Peer Group. To benchmark each element of total compensation for our Named Executives, Meridian provided data from two key sources: (1) public filings for the companies in our Compensation Peer Group and (2) an executive compensation survey reflective of our industry and the general industry. In reviewing compensation survey data, the HC&C Committee considered data for companies with annual revenues similar to the Company. In setting fiscal 2023 compensation, 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. In 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. Thus, in addition to considering levels of compensation suggested by market data, the HC&C Committee also considered other relevant factors including performance against pre-identified objectives under business plans for the preceding fiscal year, individual performance reviews, change in job duties, geographic location, and internal equity for compensation levels among our executives. The allocation between cash, non-cash, short-term, and long-term incentive compensation is measured against the practices of our Compensation Peer Group and reflects the HC&C Committee’s determination of the appropriate compensation mix among base pay, target annual cash incentives, and long-term equity incentives to encourage retention and performance. Actual cash and equity incentive awards are determined by the performance of the Company and the individual, depending on the type of award, compared to established goals.

  23. Annual Incentive Cash Bonuses

    Annual Incentive Cash Bonuses Annual Incentive Plan It is our practice to provide our Named Executives with the opportunity to earn annual incentive cash bonus compensation through programs that reward attainment of key objectives under corporate annual business plans. The objectives that underlie our annual incentive compensation programs may vary between fiscal years and between the Named Executives, but generally include objectives that reward attainment by the Company of targeted adjusted operating income as well as individual performance goals. In setting the fiscal 2023 bonus 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. Bonus opportunities for achieving objectives are generally established as a percentage of an executive’s base salary and the percentages increase with job scope and complexity. Executives 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). The decision as to whether to offer an annual incentive cash bonus program to our Named Executives for any fiscal year, the type and funding of any program offered, and the objectives that underlie any program, are subject to the discretion of the HC&C Committee and its assessment of general and industry specific conditions existing during the applicable period. In determining the amount that a Named Executive is eligible to earn under an incentive cash bonus program, the HC&C Committee may also exercise negative discretion to reduce an award based on its assessment of the executive’s contribution and accountability for the objectives that are the subject of the bonus, the internal equity of the executive’s bonus opportunity as compared to bonus opportunities for our other executives, and any other factors the HC&C Committee considers relevant. To provide an appropriate structure for cash bonus incentives, the Company’s stockholders previously approved the 2017 Annual Incentive Plan. Cash bonus incentives for fiscal 2023 were structured under the 2017 Annual Incentive Plan. The fiscal 2023 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 participating Named Executive’s achievement of individual performance goals set for such officer by the HC&C Committee. However, the 2023 annual 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. The adjusted operating income performance target for the Named Executives in fiscal 2023, 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 $489.0 million of operating income and adjusted by removing $30.5 million of anticipated operating income from deconversion fees during the fiscal year and adding back $26.5 million of anticipated amounts to be accrued as target corporate bonuses that are dependent on achievement of certain operating income performance levels in the fiscal year. The annual budget was developed by management with input from the Board in a thorough process that builds upon departmental forecasts and considers historical performance, industry dynamics, and macro-economic trends. This resulted in an adjusted operating income performance target of $485.0 million in fiscal 2023. The adjusted operating income component of the annual bonus for the participating Named Executives ranged from a threshold of 90% of budgeted adjusted operating income, below which no bonus was payable, to a target amount at 100% and to a maximum at 110%. Bonus payouts for adjusted operating income achievement ranged from 50% 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. The adjusted operating income results used for the performance target were calculated by adjusting the actual operating income results for fiscal 2023 of $480.7 million to remove operating income from deconversion fees during the fiscal year of $27.5 million and to add back amounts for accrued corporate bonuses at June 30, 2023 of $24.3 million, which were dependent upon achievement of certain operating income performance levels in the fiscal year. This outcome of $477.5 million of adjusted operating income in fiscal 2023, or 98.5% of target, resulted in a 94% payout of target for the Named Executives. During fiscal 2023, the Company faced operational headwinds, but made a decision to not pursue workforce layoffs to combat higher expenses. In July 2023, management requested that bonus payouts for the Named Executives be reduced to decrease the expense impact of not conducting layoffs. The HC&C Committee used its negative discretion permitted under the 2017 Annual Incentive Plan to decrease the payout for the Named Executives from 94% to 75% to support the Company’s decision to maintain full employment and to better reflect the fiscal year performance.

  24. Annual Incentive Cash Bonuses

    | | Adjusted Operating Income Performance Bonus Payout Range | | | | | Maximum | 110% or higher | | 200% | Maximum | | Target | 100% | | 100% | Target | | Threshold | 90% | | 50% | Threshold | | Adjusted operating income performance against budget | | No bonus payout for under 90% achievement | Range of adjusted operating income performance bonus payout against target (75% of targeted annual incentive cash bonus) | |

  25. Annual Incentive Cash Bonuses

    The individual performance goals, which compose 25% of the targeted annual incentive cash bonus, varied from individual to individual and included both objective and subjective measures of performance. The individual performance goals were intended to align the individual officers with the Company’s business strategies and objectives in each officer’s sphere of duties and control. Examples include achievement of specified customer and employee satisfaction ratings, implementation of programs and systems, process and control improvements, completion of development projects, and meeting specified financial goals. These individual goals are keys to financial and business success for the Company and thus contribute to producing income and stockholder returns over the long-term. Grading of performance on the individual performance goals was in some cases “achieved” or “not achieved” and in other cases based on a sliding scale, such as from fail to below target, at target and above target, and thus some potential individual performance bonus amounts varied from zero to target and above target. After determining the individual performance goal achievement percentage for each Named Executive, the HC&C Committee used its negative discretion to reduce the individual performance goal payout to 75% of the amount achieved to support the Company’s fiscal 2023 decision to maintain full employment and to better reflect the fiscal year performance. Potential bonus payouts related to individual performance goals generally range from 0 to 100% and, in some instances, could range to a maximum of 150% as to specific scalable goals. The overall bonus percentages and ranges were determined primarily by reference to comparative compensation data provided to the HC&C Committee by its independent advisor. The maximum bonus was intended to be payable only upon truly superior performance. The HC&C Committee intended for this bonus plan to provide a strong incentive for management to meet and exceed budgetary income and individual performance goals in fiscal 2023. The full fiscal 2023 incentive bonuses paid, including amounts paid for achievement of individual performance goals, were as follows:

  26. Annual Incentive Cash Bonuses

    | Named Executive | Target Annual Incentive (as % of base) | Performance on Incentive Measures | | Annual Incentive Payout - FY2023 | | | | | Adjusted Operating Income Performance (75% of Bonus) (1) | Individual Performance Goals Performance (25% of Bonus) (2) | % of Target | Amount ($) | | David B. Foss | 150% | 75.0% | 80.8% | 76.5% | 991,979 | | Gregory R. Adelson | 100% | 75.0% | 57.2% | 70.5% | 405,645 | | Mini L. Carsley | 100% | 75.0% | 75.2% | 75.1% | 356,517 | | Craig K. Morgan | 90% | 75.0% | 75.0% | 75.0% | 290,250 | | Stacey E. Zengel | 50% | 75.0% | 63.7% | 72.2% | 138,239 |

  27. Annual Incentive Cash Bonuses

    (1)Adjusted operating income performance achievement of 94% was reduced to 75% by the HC&C Committee. (2)Individual performance goal performance percentages were reduced by the HC&C Committee to 75% of achievement. Prior to the reduction, the individual performance goals performance achievement for Mr. Foss, Mr. Adelson, Ms. Carsley, Mr. Morgan, and Mr. Zengel were 107.8%, 76.3%, 100.3%, 100%, and 85%, respectively. Mr. Williams did not participate in the regular 2023 annual incentive plan. Due to his pending retirement, the HC&C Committee established a special short-term bonus incentive for Mr. Williams that was solely dependent upon his completion of one individual performance goal prior to his retirement, which involved working with Ms. Carsley, his successor as the Company’s Chief Financial Officer and Treasurer, to complete a successful transition of all duties. The HC&C Committee determined that Mr. Williams satisfactorily completed his individual performance goal by the deadline, resulting in a bonus payout of $120,000, representing 100% of the special bonus target. The HC&C Committee continues to believe that annual cash bonus opportunities are highly effective motivators for management employees and are instrumental in obtaining excellent performance in comparison with the Company’s competitors in both strong and weak economic environments. The HC&C Committee will in future years continue to thoroughly review the effects of the bonus plan on results achieved and will make any changes to the bonus plan deemed necessary.

  28. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We believe that equity awards have been instrumental in building the Company, retaining talent, and encouraging management to take a long-term view with regard to strategic decisions they face. Equity awards also help focus executive and employee attention on managing the Company from the perspective of an owner with an equity stake in the business. The HC&C Committee has the authority to grant restricted stock awards of various types and to determine the terms of the restrictions on granted shares. Starting in fiscal 2020, the long-term incentive awards have consisted of a mix of performance shares and time-based restricted stock units. In fiscal 2023, the HC&C Committee allocated the long-term incentive award value at approximately 60% performance shares and 40% time-based restricted stock units. The HC&C Committee determined this mix was appropriate to ensure our Named Executives are aligned with stockholders through stock ownership and also to encourage retention. The fiscal 2023 total grant amounts for long-term incentive compensation were determined with reference to comparable aggregate grants of long-term incentive compensation by other members of the Compensation Peer Group and published survey data and were roughly targeted at the 50th percentile of the Compensation Peer Group. The aggregate target value was then divided with approximately 60% applied to performance share awards and approximately 40% applied to time-based restricted stock unit awards. In determining the level of award for a Named Executive, the HC&C Committee also considers relevant factors such as achievement of previously identified objectives, the executive’s performance, the current equity ownership and equity awards held by the individual executive, and the internal equity of the level of award granted to the executive compared to awards granted to other executives. In reviewing the award levels for our Named Executives, the HC&C Committee believes it is appropriate to consider the Company’s performance against key objectives under its corporate business plan for the preceding fiscal year, including objectives related to revenue and earnings targets, and whether the Company’s performance during the preceding fiscal year benefited stockholders as measured by the market price of the Company’s Common Stock. In administering the equity compensation programs, the HC&C Committee considers the dilutive effect of the Company’s aggregate equity awards during any fiscal year. Performance Shares A portion of the grants to the Named Executives for fiscal 2023 were structured as performance shares that vest only on the achievement of Company performance goals and thus strongly reflect the principle of pay-for-performance. A grant of performance shares is a contractual right to receive stock and/or cash in the future if vesting conditions are met. In fiscal 2023, the HC&C Committee decided to utilize three separate measures of comparative performance to determine the vesting amount of performance shares. These three specific grants of performance shares in fiscal 2023 to the Named Executives vest at the end of a three-year performance period based on the following: (1) the total shareholder return over the three-year period in comparison to the companies in the S&P 1500 Software & Services Index (the “S&P 1500 S&S”) plus any members of the Compensation Peer Group not otherwise included in the S&P 1500 S&S (“TSR Peer Group”) (comprising approximately 60% of the total performance shares grant value), (2) the Company’s compound organic annual revenue growth rate (“CAGR”) for revenue over the three-year period against a target organic revenue CAGR, where organic revenue growth removes the impact of deconversion fees and acquisitions and divestitures during the performance period (comprising approximately 20% of the total performance shares grant value), and (3) the expansion of the Company’s non-GAAP operating margin over the three-year period against a target non-GAAP operating margin expansion, where non-GAAP operating margin removes the impact of deconversion fees and acquisitions and divestitures during the performance period (comprising approximately 20% of the total performance shares grant value). For the purpose of the TSR grants, TSR was defined as ending stock price minus beginning stock price (adjusted for splits and similar changes) plus dividends per share paid over the performance period, all divided by the beginning stock price. A target amount of stock was set for each Named Executive that may be earned if TSR at the end of the three-year period is at the 50th percentile in comparison to the TSR Peer Group. Vesting ranges from 25% of target performance shares at the 25th percentile to the maximum amount of the grant (200% of target) at or above the 80th percentile relative to the TSR Peer Group. No shares will vest if performance is below the 25th percentile threshold. For purposes of the three-year organic revenue CAGR grants, the following principles apply: •non-GAAP revenue is calculated by adjusting GAAP revenue for deconversion fee revenue for the relevant periods; •three-year organic revenue growth is calculated by (a) the quotient equal to the Company’s non-GAAP revenue for the final fiscal year of the performance period and dividing it by the Company’s non-GAAP revenue for the fiscal year ending immediately prior to the beginning of the performance period, (b) raised to an exponent of one-third, and (c) subtracting one; and •an acquisition or divestiture by the Company during the performance period will result in an adjustment to the goal and/or results by the HC&C Committee to ensure the grant results are not benefited nor penalized by the acquisition or divestiture. The HC&C Committee set a threshold, target, and maximum three-year organic revenue CAGR percentage goal based on the annual budget of the Company and available forecasts and with the purpose of setting meaningful and challenging targets, with vesting for performance shares ranging from 50% of target at threshold performance, 100% of target at target performance, and 200% of target at maximum performance and above. For the fiscal 2023 three-year organic revenue CAGR grants, threshold was set at 7%, target was set at 8%, and maximum was set at 9.5%. No performance shares vest for achievement below threshold. For purposes of the three-year non-GAAP operating margin expansion grants, the following principles apply: •non-GAAP revenue is calculated by adjusting GAAP revenue for deconversion fee revenue for the relevant periods; •non-GAAP operating income is calculated by adjusting GAAP operating income for operating income from deconversion fees and operating income/loss from acquisitions, divestitures, and asset write-offs for the relevant periods; •three-year non-GAAP operating margin expansion is calculated by (a) an amount equal to non-GAAP operating income for the final fiscal year of the performance period divided by non-GAAP revenue for the final fiscal year of the performance period, less (b) an amount equal to non-GAAP operating income for the fiscal year ending immediately prior to the beginning of the performance period divided by non-GAAP revenue for the fiscal year ending immediately prior to the beginning of the performance period; and •an acquisition or divestiture by the Company during the performance period will result in an adjustment to the goal and/or results by the HC&C Committee to ensure the grant results are not benefited nor penalized by the acquisition or divestiture.

  29. Long-Term Incentive Compensation

    The HC&C Committee set a threshold, target, and maximum three-year non-GAAP operating margin expansion percentage goal based on the annual budget of the Company and available forecasts and with the purpose of setting meaningful and challenging targets, with vesting for performance shares ranging from 50% of target at threshold performance, 100% of target at target performance, and 200% of target at maximum performance and above. For the fiscal 2023 three-year non-GAAP operating margin expansion grants, threshold was set at 0.1%, target was set at 0.5%, and maximum was set at 1.0%. No performance shares vest for achievement below threshold. The 2023 awards were structured to provide incentives for long-term performance and retention. Retention is encouraged by grant terms which immediately forfeit all awards that have not vested in the event that the grantee’s employment with the Company is terminated for any reason other than in the event of death, incapacity, retirement, or in connection with any change in control. The use of performance shares allows for flexibility in addressing the orderly retirement of grantees. The 2023 performance share awards contain terms which allow for the pro-rata vesting of awards upon retirement based on full months of service following the date of grant. For this purpose, retirement is defined as termination with the stated purpose of retirement, for which the grantee has provided the Company at least six months’ prior notice and occurs (1) on or after the age of 55 and following a minimum number of years of employment with the Company such that the grantee’s age plus the number of full years of employment with the Company equals or exceeds 72, or (2) on or after age 65. With respect to a retirement during the term, at the end of the three-year term of the grant, the award will be calculated, and a pro-rata portion will be settled to the grantee based on completed full months of service. For example, if an eligible grantee retires 18 months after the grant date, he or she would be credited with 18 months of service and would be entitled to one-half of any amount that vests on performance measured at the end of the three-year grant. Death or incapacity of a grantee is addressed in the same manner, with pro-rata vesting based on completed months of service. Upon a change in control of the Company and a qualified termination of the grantee, the target number of performance shares vest and will be settled, regardless of the performance measures achieved. Restricted Stock Units In fiscal 2023, the long-term incentive compensation included restricted stock unit grants to the Named Executives. The fiscal 2023 restricted stock unit awards were structured to provide incentives for long-term performance and retention. The shares vest one-third on each of the subsequent anniversaries. Retention is encouraged by grant terms which immediately forfeit all awards that have not vested in the event that the grantee’s employment with the Company is terminated for any reason, other than in the event of retirement or in connection with a change in control. The fiscal 2023 restricted stock unit awards contain terms which allow for continued vesting in accordance with the vesting schedule of all unvested awards upon retirement. For this purpose, retirement is defined as termination with the express reason of retirement, for which the grantee has provided the Company at least six months’ prior notice and occurs (1) on or after the age of 55 and following a minimum number of years of employment with the Company such that the grantee’s age plus the number of full years of employment with the Company equals or exceeds 72, or (2) on or after age 65. The grantee must also remain actively employed as a full-time employee for six months following the date of the award to qualify for such continued vesting. Further, the grantee must abide by certain restrictive covenants, including non-competition, non-solicit, and non-disparagement covenants. Any breach of such restrictive covenants will result in a forfeiture of all remaining non-settled awards. Upon a change in control of the Company and a qualified termination of the grantee, all unvested restricted stock units vest in full and will be settled.

  30. Termination Benefits Agreements and Executive Severance Plan

    Termination Benefits Agreements and Executive Severance Plan On June 30, 2023, each of the Named Executives, other than Mr. Williams, was a participant in the Executive Severance Plan (the “Severance Plan”) that is discussed in this Proxy Statement under the caption “Agreements with Executive Officers and Potential Payments upon Termination or Change in Control” on page 47. The Severance Plan provides that each Named Executive who experiences a qualifying termination not in connection with a change in control receives severance payments. The amount of such severance payments for the Chief Executive Officer is equal to two times the Chief Executive Officer’s annual base salary, paid ratably over two years, and, for the other Named Executives, one and a half times the Named Executive’s annual base salary, paid ratably over one and a half years. The Named Executives also receive a prorated amount of the annual bonus the Named Executive would have received for the current performance year had the Named Executive remained employed through the end of such performance year, paid in a single lump sum at the same time as annual bonus payments are made to active annual bonus participants for such performance year. The Named Executives would also receive an amount equal to the cost of health benefit continuation premiums for 18 months, paid in a lump sum. The treatment of equity awards held by the terminated Named Executive would not be impacted by the Severance Plan, but would be controlled by the terms set out in those individual awards. The Severance Plan also provides that each Named Executive who experiences a qualifying termination in connection with a change in control receives severance payments. The amount of such severance payments for the Chief Executive Officer is equal to two times the annual base salary and two times the target annual bonus, and, for other Named Executives, one and a half times the annual base salary and one and a half the target annual bonus, also paid in a lump sum. The Named Executives will also receive a lump sum prorated amount of target annual bonus and an amount equal to the cost of health benefit continuation premiums for 18 months. Equity awards held by the terminated Named Executive, other than those awards that already contain provisions governing the treatment of the awards in the event of a change in control termination (which will be controlled by the terms of such awards), will fully vest upon a qualifying termination in connection with a change in control, with any performance-based awards vesting as if target-level achievement were met. All Severance Plan payments are conditional upon the terminated executive’s execution and nonrevocation of a release of claims against the Company and adherence to certain restrictive covenants set forth in the Severance Plan. The benefits provided were determined primarily by reference to comparative data provided to the HC&C Committee by its independent advisor. The benefits are believed by the HC&C Committee to be sufficient to provide the desired incentive and security to retain crucial personnel in a time of disruption and to help attract and retain top executive talent. The change in control benefits provided in the Severance Plan reflect the concern of the Board that any future threatened or actual change in control, such as an acquisition or merger, could cause disruption and harm to the Company in the event of the resulting loss of any of its key executives. No severance payments are eligible to be paid under the Severance Plan unless a Named Executive’s employment is terminated by the Company without “Cause” or by the Named Executive for “Good Reason” (both as defined in the Severance Plan). The HC&C Committee believes that agreements such as the Severance Plan should not include provisions that would obligate an acquirer of the Company to make large cash payouts to our Named Executives simply because a change in control has occurred. Because of this concern, the occurrence of a change in control event alone will not trigger any cash payment obligations to our Named Executives under the Severance Plan. Change in control severance payment obligations only arise if the Named Executive’s employment is terminated by the Company without “Cause” or by the Named Executive for “Good Reason” within the period commencing 90 days prior to and for two years following a change in control (i.e., “double trigger”). The Company does not provide, nor has it ever provided, excise tax gross-up payments to any employee in the event of a change in control and termination. The Severance Plan has no set term and will continue until terminated by the HC&C Committee. However, unless a Severance Plan participant consents, generally, the Severance Plan may not be terminated or amended in a manner that is materially adverse to a participant without 12-months’ notice to each participant. As set forth in the Severance Plan, certain exceptions apply where an amendment or termination is in connection with a change in control. The Severance Plan specifies that it does not confer on the executives any right to continued employment and shall not interfere with the right of the Company to terminate the executives at any time.

  31. Deferred Compensation Plan

    Deferred Compensation Plan Under the Company’s non-qualified Deferred Compensation Plan adopted in 2014, our Named Executives may voluntarily defer a portion of their compensation to one or more future years. While the plan allows the Company to offer deferral of all types of compensation, including salary, bonus, and equity grants, to date the Company has only offered a program to defer receipt of equity compensation upon vesting of performance shares and restricted stock units. Amounts deferred are deemed invested in investments selected by the participant from a limited number of choices. The Deferred Compensation Plan is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Performance shares or restricted stock units that are deferred under the Company’s Deferred Compensation Plan may be settled in stock or, at the option of the HC&C Committee, in cash. No Named Executives participated in the Deferred Compensation Plan with respect to performance share awards or restricted stock unit awards granted in fiscal 2023.

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with regard to the compensation paid to (1) Mr. Foss (our Chief Executive Officer), (2) Ms. Carsley (our Chief Financial Officer during most of fiscal 2023), (3) Messrs. Adelson, Morgan, and Zengel (the Company’s three other most highly compensated executive officers that were serving as executive officers as of the end of fiscal 2023), and (4) Mr. Williams (our Chief Financial Officer during part of fiscal 2023) (collectively, our “Named Executives”) during the fiscal years ended June 30, 2023, 2022, and 2021.

  33. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | ($) | ($) | ($) (1) | ($) | ($) (2) | ($) (3) | ($) | | David B. Foss Chief Executive Officer | 2023 | 858,750 | - | 8,571,735 | - | 991,979 | 16,562 | 10,439,026 | | | 2022 | 840,000 | - | 7,557,777 | - | 1,345,365 | 15,250 | 9,758,392 | | | 2021 | 840,000 | - | 6,447,156 | - | 1,391,250 | 14,250 | 8,692,656 | | Gregory R. Adelson President and Chief Operating Officer | 2023 | 556,602 | - | 1,478,556 | - | 405,645 | 10,812 | 2,451,615 | | | 2022 | 480,721 | - | 1,203,071 | - | 481,879 | 14,173 | 2,179,844 | | | 2021 | 437,750 | - | 1,005,384 | - | 450,500 | 101,128 | 1,994,762 | | Mimi L. Carsley (4) Chief Financial Officer and Treasurer | 2023 | 475,000 | - | 1,479,246 | - | 356,517 | - | 2,310,763 | | Craig K. Morgan General Counsel and Secretary | 2023 | 415,917 | - | 982,948 | - | 290,250 | 18,278 | 1,707,393 | | | 2022 | 370,076 | - | 522,806 | - | 319,562 | 14,761 | 1,227,205 | | | 2021 | 349,128 | - | 445,496 | - | 377,980 | 13,299 | 1,185,903 | | Stacey E. Zengel (4) Senior Vice President and President of Jack Henry Bank Solutions | 2023 | 380,187 | - | 394,028 | - | 138,239 | 10,812 | 923,266 | | | 2022 | 368,175 | - | 374,555 | - | 207,390 | 14,857 | 964,977 | | Kevin D. Williams Former Chief Financial Officer and Treasurer | 2023 | 166,400 | - | - | - | 120,000 | - | 286,400 | | | 2022 | 515,030 | - | 1,892,377 | - | 559,683 | 14,083 | 2,981,173 | | | 2021 | 500,030 | - | 1,115,960 | - | 530,032 | 13,998 | 2,160,020 |

  34. Summary Compensation Table

    (1)Reflects grants of performance shares and restricted stock units on August 3, 2020, August 4, 2021, and August 4, 2022 under the Company’s Equity Incentive Plan to the Named Executives. The 2023 amount for Ms. Carsley includes a one-time grant of restricted stock units on July 17, 2022 in connection with her joining the Company. Information about the assumptions used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 10 to our consolidated financial statements for the year ended June 30, 2023. (2)Reflects amounts paid to the Named Executives following the end of the fiscal year based upon achievement of performance goals under the Company’s Annual Incentive Plans. These amounts were earned and accrued in the fiscal year listed and paid in the following fiscal year. (3)Reflects matching contributions to the individual’s accounts pursuant to the Company’s 401(k) Retirement Plan. The 2021 amount for Mr. Adelson reflects a one-time $84,740 incremental cost to the Company relating to relocation expenses in connection with a relocation expenses agreement between Mr. Adelson and the Company and approved by the HC&C Committee. (4)Ms. Carsley was not a Named Executive during fiscal 2021 or fiscal 2022. Mr. Zengel was not a Named Executive during fiscal 2021.

  35. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table presents information on awards granted to the Named Executives during the fiscal year ended June 30, 2023 under our 2017 Annual Incentive Plan with respect to performance targets set for fiscal 2023 and our 2015 Equity Incentive Plan with respect to grants of performance shares and restricted stock units made during fiscal year 2023.

  36. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#)(3) | ($)(4) | | David B. Foss | 8/4/2022 | 486,563 | 1,297,500 | 2,311,172 | - | - | - | - | - | | | 8/4/2022 | - | - | - | 3,244 | 12,975 | 25,950 | - | 3,882,769 | | | 8/4/2022 | - | - | - | 2,163 | 4,325 | 8,650 | - | 873,564 | | | 8/4/2022 | - | - | - | 2,163 | 4,325 | 8,650 | - | 873,564 | | | 8/4/2022 | - | - | - | - | - | - | 14,417 | 3,000,034 | | Gregory R. Adelson | 8/4/2022 | 215,625 | 575,000 | 1,029,609 | - | - | - | - | - | | | 8/4/2022 | - | - | - | 560 | 2,238 | 4,476 | - | 669,722 | | | 8/4/2022 | - | - | - | 373 | 746 | 1,492 | - | 150,677 | | | 8/4/2022 | - | - | - | 373 | 746 | 1,492 | - | 150,677 | | | 8/4/2022 | - | - | - | - | - | - | 2,487 | 517,520 | | Mimi L. Carsley | 8/4/2022 | 178,125 | 475,000 | 835,703 | - | - | - | - | - | | | 8/4/2022 | - | - | - | 411 | 1,643 | 3,286 | - | 491,668 | | | 8/4/2022 | - | - | - | 274 | 548 | 1,096 | - | 110,685 | | | 8/4/2022 | - | - | - | 274 | 548 | 1,096 | - | 110,685 | | | 8/4/2022 | - | - | - | - | - | - | 1,826 | 379,972 | | | 7/17/2022 | - | - | - | - | - | - | 2,105 | 399,908 | | Craig K. Morgan | 8/4/2022 | 145,125 | 387,000 | 677,250 | - | - | - | - | - | | | 8/4/2022 | - | - | - | 372 | 1,488 | 2,976 | - | 445,284 | | | 8/4/2022 | - | - | - | 248 | 496 | 992 | - | 100,182 | | | 8/4/2022 | - | - | - | 248 | 496 | 992 | - | 100,182 | | | 8/4/2022 | - | - | - | - | - | - | 1,653 | 343,973 | | Stacey E. Zengel | 8/4/2022 | 71,813 | 191,500 | 342,905 | - | - | - | - | - | | | 8/4/2022 | - | - | - | 149 | 596 | 1,192 | - | 178,353 | | | 8/4/2022 | - | - | - | 100 | 199 | 398 | - | 40,194 | | | 8/4/2022 | - | - | - | 100 | 199 | 398 | - | 40,194 | | | 8/4/2022 | - | - | - | - | - | - | 663 | 137,964 | | Kevin D. Williams | 8/4/2022 | - | 120,000 | - | - | - | - | - | - |

  37. Grants of Plan-Based Awards Table

    (1)Represents the range of possible payouts for fiscal 2023 to our Named Executives under the Annual Incentive Plan, and for Mr. Williams under his fiscal 2023 special bonus incentive. (2)Performance shares granted on August 4, 2022 under the Company’s 2015 Equity Incentive Plan. (3)Restricted stock units granted on August 4, 2022, and, for Ms. Carsley in connection with her joining the Company, on July 17, 2022, under the Company’s 2015 Equity Incentive Plan. (4)The amounts in the table represent the grant date fair value of the awards. Information about the assumptions used to determine the grant date fair value of the equity awards is set forth in our Annual Report on Form 10-K in Note 10 to our consolidated financial statements for the year ended June 30, 2023.

  38. Additional Information Regarding Summary Compensation and Grants of Plan-Based Awards

    Additional Information Regarding Summary Compensation and Grants of Plan-Based Awards The annual base salaries of the Named Executives were evaluated in fiscal 2023 in relation to competitive data, changes in job duties, and individual and corporate performance. The annual base salary of Mr. Foss increased 3.0% to $865,000, Ms. Carsley’s salary was set at 475,000, Mr. Adelson’s salary increased 14.7% to $575,000, Mr. Morgan’s salary increased 15.1% to $430,000, Mr. Zengel’s salary increased 3.0% to $383,000. Mr. Williams’ salary remained constant at $520,031. For the year ended June 30, 2023, the Named Executives had the opportunity to earn cash incentive bonuses under the Company’s annual incentive cash bonus plan. As set forth in greater detail in “Compensation Discussion and Analysis—Annual Incentive Cash Bonuses” above, the performance goals for the Named Executives were based on achieving adjusted operating income targets established in the Company’s annual budget and the achievement of individual performance goals (“IPGs”). The incentive plan set performance targets, thresholds for minimum performance, maximums for superior performance, and required that for any bonus to be paid, the minimum threshold of adjusted operating income had to be achieved. For the year ended June 30, 2023, actual adjusted operating income was 98.5% of budgeted adjusted operating income. The HC&C Committee used negative discretion to reduce the resulting 94% payout to a 75% payout. The HC&C Committee also used negative discretion to reduce the payout to the Named Executives related to IPG achievement to 75% of actual performance. The resulting payouts to the Named Executives were 76.5% of target for Mr. Foss, 70.5% for Mr. Adelson, 75.1% for Ms. Carsley, 75.0% for Mr. Morgan, and 72.2% for Mr. Zengel. Mr. Williams did not participate under the Company’s annual incentive cash bonus plan in fiscal 2023. Instead, the HC&C Committee established a special short-term bonus incentive for Mr. Williams that was solely dependent upon his completion of one individual performance goal prior to his retirement. Mr. Williams satisfied the performance goal for his special short-term bonus incentive. On August 4, 2022, the Company entered into performance share agreements with each of the Named Executives (other than Mr. Williams), with the threshold, target, and maximum share amounts listed in the above table. The performance share agreements entered into with the Named Executives in fiscal year 2023 are identical except for the number of shares. Each grant is comprised of three separate grants of performance shares that vest at the end of a three-year performance period based on the following: (1) the TSR over the three-year period in comparison to the companies in the S&P 1500 S&S plus any members of the Compensation Peer Group not otherwise included in the S&P 1500 S&S (comprising approximately 60% of the total performance shares grant value), (2) the Company’s organic revenue CAGR over the three-year period against a target organic revenue CAGR, where organic revenue growth removes the impact of deconversion fees and acquisitions and divestitures during the performance period (comprising approximately 20% of the total performance shares grant value), and (3) the expansion of the Company’s non-GAAP operating margin over the three-year period against a target non-GAAP operating margin, where non-GAAP operating margin removes the impact of deconversion fees and acquisitions and divestitures during the performance period (comprising approximately 20% of the total performance shares grant value). See “Compensation Discussion and Analysis—Long Term Incentive Compensation—Performance Shares,” on page 35 for more information about the fiscal 2023 performance share grants. On August 4, 2022, the Company granted time-based restricted stock units to each of the Named Executives. The grants were identical for each of the Named Executives except for the number of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Common Stock. Amounts may be settled in Common Stock of the Company or cash or any combination thereof. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date based on continued service with the Company.

  39. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table provides information regarding outstanding stock options, restricted stock units, and performance shares held by the Named Executives as of June 30, 2023.

  40. Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | David B. Foss | 7/1/2016 | 11,685 (4) | - | - | - | - | - | - | | | 1/1/2020 | - | - | - | 13,730 | 2,297,441 | - | - | | | 8/3/2020 | - | - | - | - | - | 9,989 | 1,671,459 | | | 8/3/2020 | - | - | - | - | - | 9,249 | 1,547,635 | | | 8/3/2020 | - | - | - | 4,860 | 813,224 | - | - | | | 8/4/2021 | - | - | - | - | - | 23,331 | 3,903,976 | | | 8/4/2021 | - | - | - | 10,369 | 1,735,045 | - | - | | | 8/4/2022 | - | - | - | - | - | 21,625 | 3,618,511 | | | 8/4/2022 | - | - | - | 14,417 | 2,412,397 | - | - | | Gregory R. Adelson | 8/3/2020 | - | - | - | - | - | 1,558 | 260,700 | | | 8/3/2020 | - | - | - | - | - | 1,442 | 241,290 | | | 8/3/2020 | - | - | - | 758 | 126,836 | - | - | | | 8/4/2021 | - | - | - | - | - | 3,714 | 621,464 | | | 8/4/2021 | - | - | - | 1,650 | 276,095 | - | - | | | 8/4/2022 | - | - | - | - | - | 3,730 | 624,141 | | | 8/4/2022 | - | - | - | 2,487 | 416,150 | - | - | | Mimi L. Carsley | 7/17/2022 | - | - | - | 2,105 | 352,230 | - | - | | | 8/4/2022 | - | - | - | - | - | 2,739 | 458,317 | | | 8/4/2022 | - | - | - | 1,826 | 305,545 | - | - | | Craig K. Morgan | 8/3/2020 | - | - | - | - | - | 690 | 115,458 | | | 8/3/2020 | - | - | - | - | - | 639 | 106,924 | | | 8/3/2020 | - | - | - | 336 | 56,223 | - | - | | | 8/4/2021 | - | - | - | - | - | 1,614 | 270,071 | | | 8/4/2021 | - | - | - | 717 | 119,976 | - | - | | | 8/4/2022 | - | - | - | - | - | 2,480 | 414,978 | | | 8/4/2022 | - | - | - | 1,653 | 276,596 | | | | Stacey. E. Zengel | 8/3/2020 | - | - | - | - | - | 494 | 82,661 | | | 8/3/2020 | - | - | - | - | - | 458 | 76,637 | | | 8/3/2020 | - | - | - | 240 | 40,159 | - | - | | | 8/4/2021 | - | - | - | - | - | 1,156 | 193,433 | | | 8/4/2021 | - | - | - | 514 | 86,008 | - | - | | | 8/4/2022 | - | - | - | - | - | 994 | 166,326 | | | 8/4/2022 | - | - | - | 663 | 110,940 | - | - | | Kevin. D. Williams | 8/3/2020 | - | - | - | - | - | 1,296 | 216,860 | | | 8/3/2020 | - | - | - | - | - | 1,201 | 200,963 | | | 8/4/2021 | - | - | - | - | - | 2,434 | 407,281 | | | 8/4/2021 | - | - | - | 2,596 | 434,389 | - | - |

  41. Outstanding Equity Awards at Fiscal Year End Table

    (1)Represents time-based restricted stock units granted to each Named Executive except Ms. Carsley on August 3, 2020 and August 4, 2021, granted to each Named Executive except Mr. Williams on August 4, 2022, granted to Mr. Foss on January 1, 2020, and granted to Ms. Carsley on July 17, 2022. Restricted stock units typically vest in three equal annual installments, beginning on the first anniversary of the respective grant date based on continued service with the Company. The restricted stock units granted to Mr. Foss on January 1, 2020 vest as follows: 10% on the first anniversary of the grant date, 20% on each of the second and third anniversaries of the grant date, and 50% on the fourth anniversary of the grant date, each based on continued service with the Company. (2)Amounts calculated by multiplying the closing market price of our common stock on June 30, 2023 ($167.33 per share) by the number of shares issuable under the restricted stock unit and performance share agreements. (3)Represents performance shares. For awards made in calendar year 2020, performance shares vest based on achievement of TSR in comparison with other members of the Compensation Peer Group or S&P 1500 IT Index, as applicable, following a three-year performance period. For each comparison group, no performance shares vest if TSR over the three-year period is below the 25th percentile and 175% vests with performance at or above the 75th percentile. For awards made in calendar years 2021 and 2022, performance shares vest based on (1) TSR against the TSR Peer Group over a three-year performance period (where no performance shares vest if TSR over the three-year period is below the 25th percentile and 200% vest with performance at or above the 80th percentile), (2) the Company’s organic revenue CAGR over the three-year period against a target organic revenue CAGR (where no performance shares vest if three-year CAGR revenue is below 6.5% for fiscal 2022 awards and 7% for fiscal 2023 awards and 200% vest with performance at or above 9.0% for fiscal 2022 awards and 9.5% for fiscal 2023 awards), and (3) the expansion of the Company’s non-GAAP operating margin over the three-year period against a target non-GAAP operating margin (where no performance shares vest if three-year non-GAAP operating margin is below 1.0% for fiscal 2022 awards and 0.1% for fiscal 2023 awards and 200% vest with performance at or above 2.1% for fiscal 2022 awards and 1.0% for fiscal 2023 awards). Share amounts disclosed reflect the target number of shares that could vest upon performance at target. (4)The option exercise price is $87.27. The option vested and became exercisable on July 1, 2019. The option expiration date is July 1, 2026.

  42. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information on stock option exercises by the Named Executives and stock awards (restricted stock units and performance shares) that vested during fiscal year 2023.

  43. Option Exercises and Stock Vested Table

    | Option Awards | | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting ($) | Value Realized on Vesting ($) | | David B. Foss (1) (2) (3) (4) | - | - | 45,320 | 8,604,284 | | Gregory R. Adelson (1) (2) (3) (5) | - | - | 6,912 | 1,292,825 | | Mimi L. Carsley | - | - | - | - | | Craig K. Morgan (1) (2) (3) (6) | - | - | 4,991 | 895,864 | | Stacey E. Zengel (1) (2) (3) | - | - | 2,513 | 479,328 | | Kevin D. Williams (1) (2) (3) | - | - | 9,406 | 1,800,114 |

  44. Option Exercises and Stock Vested Table

    (1)Value of the shares acquired on August 3, 2022, at the closing market price of such shares on August 2, 2022. (2)Value of the shares acquired on August 4, 2022, at the closing market price of such shares on August 3, 2022. (3)Value of the shares acquired on October 4, 2022, at the closing market price of such shares on October 3, 2022. (4)Value of the shares acquired on January 1, 2023, at the closing market price of such shares on December 30, 2022. (5)Value of the shares acquired on November 15, 2022, at the closing market price of such shares on November 14, 2022. (6)Value of the shares acquired on February 17, 2023, at the closing market price of such shares on February 16, 2023.

  45. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth the contributions made by our Named Executives and the earnings accrued on all such contributions under the Company’s non-qualified Deferred Compensation Plan during the fiscal 2023.

  46. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | | ($) | ($) | ($) (1) | ($) | ($) (2) | | David B. Foss | - | - | - | - | - | | Gregory R. Adelson | - | - | (37,562) | - | 617,633 | | Mimi L. Carsley | - | - | - | - | - | | Craig K. Morgan | - | - | - | - | - | | Stacey E. Zengel | - | - | - | - | - | | Kevin D. Williams | - | - | - | - | - |

  47. Nonqualified Deferred Compensation

    (1)These amounts were not included in the Summary Compensation Table because plan earnings were not preferential or above market. (2)The executive contributions included in this column for Mr. Adelson relate to an award of performance shares that was granted to Mr. Adelson before he was a Named Executive and therefore were not previously reported in the Summary Compensation Table. Under the Company’s non-qualified Deferred Compensation Plan adopted in 2014, our Named Executives may voluntarily defer a portion of their compensation to one or more future years. While the plan allows the Company to offer deferral of all types of compensation, including salary, bonus and equity grants, to date the Company has only offered a program to defer receipt of equity compensation upon vesting of performance shares and restricted stock units. Dividends payable on the deferred shares are invested in the Jack Henry federal rate fund. Aggregate earnings (losses) represents stock price appreciation (or depreciation) on deferred shares, dividends, and interest paid on prior dividends. Performance shares and restricted stock units that are deferred under the Company’s Deferred Compensation Plan may be settled in stock or, at the option of the HC&C Committee, in cash.

  48. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    Agreements with Executive Officers and Potential Payments upon Termination or Change in Control The Named Executives would each receive certain payments and benefits in the event of certain types of termination of employment. In addition to the items discussed below, the Named Executives may be entitled to benefits that are generally available to all salaried Company employees, including distributions under the 401(k) plan, certain disability benefits, and accrued vacation. Because these payments or benefits do not discriminate in scope, terms, or operation in favor of the Named Executive, such payments and benefits are not included below. The following descriptions are qualified in their entirety by reference to the relevant agreements. The Company has no employment contracts with any of its executive officers. Change in Control Termination As of June 30, 2023, each of the Named Executives, other than Mr. Williams, was a participant in the Severance Plan. Under the Severance Plan, change in control has the meaning given it under the Company’s 2015 Equity Incentive Plan, which defines change in control as (i) an acquisition of 20% or more of the stock of the Company, (ii) when individuals who make up the Board, or individuals who join the Board who were approved in advance by at lease a majority of the incumbent Board, cease to constitute at least a majority of the Board, (iii) consummation of a transaction where persons who were stockholders immediately prior to the transaction own 50% or less of the voting power after the transaction, (iv) consummation of a transaction where less than a majority of members of the resulting Board following the transaction were members of the Board who approved the transaction, or (v) approval by the stockholders of a liquidation of the Company or sale of all or substantially all of the Company’s assets. The Severance Plan provides a lump sum cash payment severance benefit for the Chief Executive Officer equal to 200% of the Chief Executive Officer’s annual salary and target annual incentive bonus. The Severance Plan provides a lump sum cash payment severance benefit for the Named Executives other than the Chief Executive Officer equal to 150% of the Named Executive’s annual salary and target annual incentive bonus. These cash benefits are paid in a lump sum payment within 60 days following the executive’s termination. In addition, the Named Executives will receive a lump sum prorated amount of target annual bonus for the current fiscal year and welfare benefit consisting of payments equal to the cost of health benefit continuation premiums for 18 months. The termination benefits under the Severance Plan will be paid only upon a termination of the Named Executive by the Company without “Cause” or by the Named Executive for “Good Reason” (both as defined in the Severance Plan) during the 90 days prior to and the two years following any change in control (i.e., “double trigger”). In order for a Named Executive to receive severance benefits under the Severance Plan, the Named Executive must execute and not revoke an effective release of claims and comply with a two-year post-employment non-competition covenant, a two-year post-employment customer and employee non-solicitation covenant, and a continuous non-disparagement covenant, as well as any other confidentiality agreements or other agreements between the Named Executive and the Company. Upon a change in control, all unvested restricted stock units related to awards granted in fiscal 2022 or later that are not assumed, substituted, or replaced by the successor or surviving entity (or a parent or subsidiary thereof) in connection with the change in control will become vested immediately prior to the change in control. Any unvested restricted stock units related to awards granted in fiscal 2022 or later that are assumed, substituted, or replaced by the successor or surviving entity (or a parent or subsidiary thereof) in connection with a change in control will remain outstanding and upon a qualified termination of the grantee 90 days prior to or 2 years after the change in control all such unvested restricted stock units will vest. Any unvested restricted stock units related to awards granted prior to fiscal 2022 will vest upon a qualified termination of the grantee 90 days prior to or 2 years after the change in control. Upon a change in control, all performance shares automatically convert into time-based awards. The number of such converted shares for TSR-based awards shall equal the greater of the number of target shares for such award or the number of shares that would have vested based on actual TSR achievement if the change in control date were the measuring date for TSR measurement. The number of such converted shares for grants other than TSR-based awards shall equal the number of target shares for such award. If the surviving entity does not assume this award, or substitute or replace it with an award with substantially identical economic terms, then all shares shall vest in full. If the surviving entity does assume, substitute, or replace this award in connection with a change in control, all such shares shall vest in full upon a qualified termination of the grantee 90 days prior to or 2 years after the change in control. The table below reflects the cash severance benefit payments and estimated welfare benefit payments that would be paid under the Severance Plan, as if the triggering events occurred on June 30, 2023, the last day of the last completed fiscal year. The table also shows the value as of June 30, 2023, of all issued restricted stock units and performance shares with respect to which restrictions would lapse upon a change in control and termination. The below table assumes the performance shares vested at target rather than actual TSR achievement.

  49. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Cash Payment Severance Benefit ($) | Welfare Benefit ($) | Equity Incentive Vesting ($) | Total ($) | | David B. Foss | 5,622,500 | 33,638 | 17,999,688 | 23,655,826 | | Gregory R. Adelson | 2,300,000 | 44,918 | 2,566,675 | 4,911,593 | | Mimi L. Carsley | 1,900,000 | 31,496 | 1,116,091 | 3,047,587 | | Craig K. Morgan | 1,612,500 | 42,063 | 1,360,226 | 3,014,788 | | Stacey E. Zengel | 1,053,250 | 44,918 | 756,164 | 1,854,332 |

  50. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    Under the 2017 Annual Incentive Plan, the HC&C Committee, in its sole discretion, has the option to accelerate time periods for purposes of vesting in, or receiving payment with respect to, an incentive award in connection with a change in control. The 2017 Annual Incentive Plan defines change in control to include (i) an acquisition of more than 50% of the common stock or the voting power of the Company, (ii) certain changes to the composition of the Board resulting in incumbent directors no longer constituting a majority of the Board, (iii) certain mergers or sales of all or substantially all of the Company’s assets and (iv) stockholder approval of complete liquidation or dissolution of the Company. Death, Disability, Retirement, Termination without Cause and Resignation for Good Reason The Company entered into a Retention Agreement with Mr. Foss on January 1, 2020 (the “Retention Agreement”). In connection with the Retention Agreement, the Company granted Mr. Foss a time-based restricted stock unit award. These restricted stock units vest as follows: 10% on the first anniversary of the grant date, 20% on each of the second and third anniversaries of the grant date, and 50% on the fourth anniversary of the grant date, each based on continued service with the Company. Under this agreement, any of these unvested restricted stock units will fully vest in the event of Mr. Foss’ death or disability or if Mr. Foss’ employment with the Company ends due to termination by the Company without cause or due to Mr. Foss’ resignation with good reason. If Mr. Foss’ employment with the Company ends due to termination by the Company with cause or due to his resignation without good reason, no unvested restricted stock units will vest and all such remaining unvested restricted stock units will be forfeited. The following table summarizes the benefits due to Mr. Foss upon his death, disability, termination without cause or resignation with good reason under the restricted stock unit awards granted under the Retention Agreement (in each case assuming his death, disability, termination without cause, or resignation with good reason occurred on June 30, 2023).

  51. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Restricted Stock Unit Vesting (1) ($) | | David B. Foss | 2,297,441 |

  52. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    (1)These calculations represent the value of unvested restricted stock unit awards at June 30, 2023 based on the closing share price at that date that would become vested upon Mr. Foss’ death, disability, termination without cause, or resignation with good reason. The Severance Plan provides that each Named Executive who is terminated by the Company without “Cause” or who terminates their employment for “Good Reason” (both as defined in the Severance Plan) not in connection with a change in control, shall receive severance payments equal to two times the sum of current annual base salary for the Chief Executive Officer, paid ratably over two years, and one and a half times the annual base salary for other Named Executives, paid ratably over one and a half years. The Named Executives also receive a prorated amount of the annual bonus the Named Executive would have received for the current performance year had the Named Executive remained employed through the end of such performance year, paid in a single lump sum at the same time as annual bonus payments are made to active annual bonus participants for such performance year. In addition, the Named Executives receive a lump sum welfare benefit equal to the cost of health benefit continuation premiums for 18 months. In order for a Named Executive to receive severance benefits under the Severance Plan, the Named Executive must execute and not revoke an effective release of claims and comply with a two-year post-employment non-competition covenant, a two-year post-employment customer and employee non-solicitation covenant, and a continuous non-disparagement covenant, as well as any other confidentiality agreements or other agreements between the Named Executive and the Company. The table below reflects the cash severance benefit payments and estimated welfare benefit payments that would be paid under the Severance Plan, as if the triggering events occurred on June 30, 2023, the last day of the last completed fiscal year, and as if the Severance Plan were in effect on that day.

  53. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Cash Payment Severance Benefit ($) | Welfare Benefit ($) | Total ($) | | David B. Foss | 3,027,500 | 33,638 | 3,061,138 | | Gregory R. Adelson | 1,437,500 | 44,918 | 1,482,418 | | Mimi L. Carsley | 1,187,500 | 31,496 | 1,218,996 | | Craig K. Morgan | 1,032,000 | 42,063 | 1,074,063 | | Stacey E. Zengel | 766,000 | 44,918 | 810,918 |

  54. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    Performance shares contain terms which allow for the pro-rata vesting of awards upon a Named Executive’s death, disability, or retirement based on full months of service following the grant date. Retirement is defined in the performance share awards as termination with the stated purpose of retirement, for which the grantee has provided the Company at least six months’ prior notice and occurs (1) on or after the age of 55 and following a minimum number of years of employment with the Company such that the grantee’s age plus the number of full years of employment with the Company equals or exceeds 72, or (2) on or after age 65. With respect to a Named Executive’s death, disability, or retirement during the term, at the end of the three-year term of the grant, the award will be calculated and a pro-rata portion will be settled to the grantee based on completed full months of service. For example, if an eligible grantee dies, becomes disabled, or retires 18 months after the start of the fiscal year for which the award was granted, he or she would be credited with 18 months of service and would be entitled to one-half of any amount that vests on performance measured at the end of the three-year grant. The following table summarizes the severance benefits due to the Named Executives upon their death, disability, or retirement under their applicable performance share award agreements (in each case assuming their death, disability or retirement occurred on June 30, 2023). As of June 30, 2023, only Mr. Foss and Mr. Zengel were eligible for retirement under the performance share award definition.

  55. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Performance Share Vesting (1) ($) | | David B. Foss | 7,027,916 | | Gregory R. Adelson | 1,124,346 | | Mimi L. Carsley | 152,772 | | Craig K. Morgan | 540,755 | | Stacey E. Zengel | 343,696 |

  56. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    (1)These calculations represent the value of unvested performance share awards at June 30, 2023 based on the closing share price at that date that would become vested upon their death, disability, or retirement (if eligible) and assumes the TSR and other performance metrics were at target. Mr. Williams stepped down as Chief Financial Officer and Treasurer and as an executive officer effective September 1, 2022. He retired from the Company on October 4, 2022. Mr. Williams’ departure qualified for the definition of retirement under his performance share awards. He was credited with 27 months of service for the performance share award granted on August 3, 2020 (the “FY21 PSU”). As set forth in Compensation Discussion and Analysis on page 28 above, the FY21 PSU was composed of two separate performance share grants, each of which vested on June 30, 2023 based on the Company’s TSR in comparison with the S&P 1500 IT Index and the 2021 Compensation Peer Group. The performance share grant compared against the S&P IT Index resulted in a 0% payout against a Named Executive’s target shares vesting. The performance share grant compared against the 2021 Compensation Peer Group resulted in a 51.25% payout against a Named Executive’s target shares vesting. Mr. Williams received 665 shares of Company common stock for settlement of the FY21 PSU in August 2023, which represented the 27/36 ratio for which he qualified based on his months of service. Mr. Williams will be credited with 15 months of service for the performance share award granted on August 4, 2021 (the “FY22 PSU”), which will be issued, based on achievement, in 2024. The following table summarizes the benefits due to Mr. Williams under the FY22 PSU.

  57. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Performance Share Vesting (1) ($) | | Kevin D. Williams | 407,281 |

  58. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    (1)This calculation represents the value of Mr. Williams’ FY22 PSUs based on the closing share price at June 30, 2023 that vested upon his retirement and assumes the TSR and other performance metrics will be at target. Restricted stock units awarded in fiscal 2021 contain terms which allow for the pro-rata vesting of the current-year’s one-third unvested award upon a Named Executive’s retirement, provided that if grantee’s retirement results in grantee being employed for less than 75% of the current award year that no vesting will occur. For this purpose, retirement is defined as termination with the express reason of retirement, for which the grantee has provided the Company at least six months’ prior notice and occurs (1) on or after the age of 55 and following a minimum number of years of employment with the Company such that the grantee’s age plus the number of full years of employment with the Company equals or exceeds 72, or (2) on or after age 65. Any unvested restricted stock units not scheduled for vesting in the current award year are forfeited. Restricted stock units awarded in fiscal 2022 and later contain terms which allow for continued vesting in accordance with the vesting schedule of all unvested awards upon a Named Executive’s retirement. For this purpose, retirement is defined as termination with the express reason of retirement, for which the grantee has provided the Company at least six months’ prior notice and occurs (1) on or after the age of 55 and following a minimum number of years of employment with the Company such that the grantee’s age plus the number of full years of employment with the Company equals or exceeds 72, or (2) on or after age 65. The grantee must also remain actively employed as a full-time employee for six months following the date of the award to qualify for such continued vesting. Further, the grantee must abide by certain restrictive covenants, including non-competition, non-solicit, and non-disparagement covenants. Any breach of such restricted covenants will result in a forfeiture of all remaining non-settled awards. The following table summarizes the severance benefits due to the Named Executives upon their retirement under their applicable restricted stock unit award agreements (in each case assuming their retirement occurred on June 30, 2023). As of June 30, 2023, only Mr. Foss and Mr. Zengel were eligible for retirement.

  59. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Restricted Stock Unit Vesting (1) ($) | | David B. Foss | 4,884,913 | | Stacey E. Zengel | 233,366 |

  60. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    (1)These calculations represent the value of unvested restricted stock unit awards at June 30, 2023 based on the closing share price at that date that would become vested upon retirement (if eligible) or would continue to vest following retirement assuming ongoing compliance with restrictive covenants. Mr. Williams stepped down as Chief Financial Officer and Treasurer and as an executive officer effective September 1, 2022. He retired from the Company on October 4, 2022. On the date of his retirement, Mr. Williams did not qualify for the definition of retirement for the outstanding restricted unit awards granted in fiscal 2021 (resulting in a forfeiture of all non-settled restricted stock units under that award), but he did qualify for the definition of retirement for the restricted stock units granted in fiscal 2022 (the “FY22 RSU”). Mr. Williams will receive continued vesting for the FY22 RSU in accordance with the vesting schedule of all unvested restricted stock units. He is subject to certain restrictive covenants under the FY22 RSU and any breach of these restricted covenants will result in a forfeiture of all remaining non-settled awards. The following table summarizes the benefits due to Mr. Williams under the FY22 RSU.

  61. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    | Name | Restricted Stock Unit Vesting (1) ($) | | Kevin D. Williams | 434,389 |

  62. Agreements with Executive Officers and Potential Payments upon Termination or Change in Control

    (1)These calculations represent the value of Mr. Williams’ FY22 RSU at June 30, 2023 based on the closing share price at that date that will continue to vest following Mr. Williams’ retirement assuming ongoing compliance with restrictive covenants. Under Mr. Foss’ stock option agreement, upon his disability or death, Mr. Foss (or his estate) would have up to one year to exercise any vested options, but in no event beyond the expiration date. Upon resignation or termination not for cause, Mr. Foss would have up to 90 days to exercise any vested options, but in no event beyond the expiration date.

  63. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Our compensation and benefits philosophy and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. Compensation rates are benchmarked based on job level and responsibilities and are set to be market-competitive in the location in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute. We employ approximately 7,100 people in the U.S. at 27 Company locations with a majority of our employees working from remote locations. Under rules adopted pursuant to the Dodd-Frank Act of 2010, Jack Henry is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to David Foss, our Chief Executive Officer, during the fiscal year ended June 30, 2023. To determine the median employee, we identified our employee population as of June 30, 2023. This population consisted of 7,114 employees. We are required to identify the median employee using a “consistently applied compensation measure” (“CACM”). We chose a CACM of calculating the actual base salary earnings (or base wages for hourly employees, which is exclusive of overtime wages) and annual bonus during the fiscal year across the employee population, excluding our Chief Executive Officer. We believe actual base salary earnings (or base wages for hourly employees, which is exclusive of overtime wages) and annual bonus is a reasonable basis on which to identify the median employee because those employees who receive commissions, equity awards, or overtime pay represent a relatively small portion of our employee population. After identifying our median 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 2023 Summary Compensation Table included in this Proxy Statement. Based on this calculation, this median employee’s annual total compensation for fiscal 2023 was $84,531. The annual total compensation of the Chief Executive Officer for fiscal 2023 (as set forth in the Summary Compensation Table on page 42) was $10,439,026 resulting in a pay ratio of 123 to one.

  64. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The below disclosure provides information regarding the Company’s performance and the “compensation actually paid” (“CAP”) to our principle executive officer (“PEO”) and our other non-PEO Named Executives (collectively, the “Other NEOs”) in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K. For a discussion of the Company’s philosophy and objectives for executive compensation, please review the Compensation Discussion and Analysis beginning on page 26.

  65. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO Named Executives Officers ($) (3) | Average Compensation Actually Paid to Non-PEO Named Executives Officers ($) (4) | Value of Initial Fixed $100 Investment on June 30, 2020 Based on | | Net Income (in thousands) ($) | Adjusted Operating Income (in thousands) ($) (6) | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (5) | | | | 2023 | 10,439,026 | 4,308,412 | 1,535,887 | 553,341 | 94.07 | 144.74 | 366,646 | 477,503 | | 2022 | 9,758,392 | 15,054,940 | 1,679,606 | 2,269,083 | 100.03 | 111.53 | 362,916 | 454,111 | | 2021 | 8,692,656 | (392,735) | 1,595,708 | 342,431 | 89.86 | 133.46 | 311,469 | 407,286 |

  66. PAY VERSUS PERFORMANCE

    (1)Mr. Foss was the Company’s PEO for fiscal years 2021, 2022, and 2023. (2)The below table provides the adjustments required by SEC rules to calculate CAP amounts from the Summary Compensation Table (“SCT”) Total of our PEO. SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

  67. Calculation of Compensation Actually Paid to PEO

    Calculation of Compensation Actually Paid to PEO

  68. Calculation of Compensation Actually Paid to PEO

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $10,439,026 | $9,758,392 | $8,692,656 | | (Deduct): Amount reported for stock and option awards in SCT Total for the covered fiscal year | (8,571,735) | (7,557,777) | (6,447,156) | | Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 5,964,481 | 8,685,477 | 4,389,636 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (1,294,656) | 1,941,564 | (3,169,451) | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (2,228,704) | 2,227,284 | (3,858,419) | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | | CAP Amounts (as calculated) | $4,308,412 | $15,054,940 | $(392,735) |

  69. Calculation of Compensation Actually Paid to PEO

    The fair value of the equity awards was calculated in the same manner as the Company uses to calculate the grant date fair value of the awards, but with updated assumption values as of the measurement date. Information about the assumptions used to determine the grant date fair value of the equity awards is set forth in our Annual Report on Form 10-K in Note 10 to our consolidated financial statements for the year ended June 30, 2023. (3)The dollar amounts reported are the average amounts of total compensation reported for the Other NEOs for each corresponding year in the “Total” column of the SCT. For each of fiscal 2023, 2022, and 2021, the Other NEOs were as follows: •Fiscal 2023: Gregory R. Adelson, Mimi L. Carsley, Craig K. Morgan, Stacey E. Zengel, and Kevin D. Williams •Fiscal 2022: Kevin D. Williams, Gregory R. Adelson, Craig K. Morgan, Stacey E. Zengel, and Teddy I. Bilke •Fiscal 2021: Kevin D. Williams, Gregory R. Adelson, Craig K. Morgan, and Teddy I. Bilke (4)The below table provides the adjustments required by SEC rules to calculate the average CAP amount from the SCT Total of our Other NEOs. SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

  70. Calculation of Average Compensation Actually Paid to Other NEOs

    Calculation of Average Compensation Actually Paid to Other NEOs

  71. Calculation of Average Compensation Actually Paid to Other NEOs

    | | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total | 1,535,887 | 1,679,606 | 1,595,708 | | (Deduct): Average amount reported for stock and option awards in SCT Total for the covered fiscal year | (866,956) | (892,433) | (745,656) | | Add: Average fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 617,691 | 1,025,592 | 507,689 | | Add (Deduct): Average year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (291,438) | 174,528 | (406,496) | | Add (Deduct): Average change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (208,992) | 281,790 | (608,813) | | (Deduct): Average fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (232,852) | — | — | | Average CAP Amounts (as calculated) | 553,341 | 2,269,083 | 342,431 |

  72. Calculation of Average Compensation Actually Paid to Other NEOs

    The fair value of the equity awards was calculated in the same manner as the Company uses to calculate the grant date fair value of the awards, but with updated assumption values as of the measurement date. Information about the assumptions used to determine the grant date fair value of the equity awards is set forth in our Annual Report on Form 10-K in Note 10 to our consolidated financial statements for the year ended June 30, 2023. (5)Total Shareholder Return (“TSR”) represents the cumulative TSR for the measurement period beginning on June 30, 2020 of each fiscal year 2021, 2022, and 2023, respectively, assuming the value of the investment including reinvestment of dividends was $100. The TSR Peer Group consists of the S&P 1500 Software and Services Index, which is used for our Stock Performance presentation set forth in our Annual Report on Form 10-K for the year ended June 30, 2023. (6)Our Company-Selected Measure is adjusted operating income (see page 32 in the Compensation Discussion and Analysis for a discussion of this metric in executive compensation design). Adjusted operating income is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of deconversion fees and corporate bonuses that are dependent on achievement of certain operating income performance levels in the fiscal year.

  73. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The below graphs show the relationship of “compensation actually paid” to our PEO and Other NEOs to (a) the TSR of both the Company and the S&P 1500 Software and Services Index, (b) the Company’s net income, and (c) the Company’s adjusted operating income.