Anu Gupta

About Anuradha (Anu) Gupta

Independent director at H&R Block since 2019; age 56 as of the 2025 proxy; currently serves on the Compensation Committee and chairs the Governance & Nominating (G&N) Committee. Gupta is Senior Vice President, Strategy Planning and Finance at Starbucks (since June 2025) and previously held senior strategy and growth roles at Signet Jewelers, Better Home & Finance, Bed Bath & Beyond (which filed for bankruptcy in April 2023), Jyve, Target, Hellman & Friedman, Michaels, Safeway, and HCL Technologies. She holds a B.Sc. (Hons) and MBA (Financial Management) from the University of Delhi .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Governance & Nominating (G&N) Committee Chair .
• Independence: Board affirmatively determined Gupta is independent; all Audit, Compensation, and G&N members are independent under NYSE and company standards .
• Attendance/engagement: FY2025 Board held six meetings; each incumbent director attended at least 75% of applicable meetings; overall director attendance exceeded 95%; all current directors attended the prior annual meeting virtually .
• G&N scope under her chairmanship: oversees corporate governance, director nominations, Board evaluations, non‑employee director compensation recommendations, and reviews ESG matters at Board request .
• Board leadership: independent Chairman structure; Richard A. Johnson elected independent Chairman effective April 1, 2025 .

Fixed Compensation (Director)

Notes: DSUs vest on grant, accrue dividend equivalents, and are delivered in shares six months after board service ends; no dividends are paid prior to delivery . Director pay is capped at $750,000 (cash + equity) per year under the 2018 Plan (excludes Chairman incremental compensation) .

Performance Compensation

• Not applicable. Non‑employee directors do not receive performance-based bonuses or PSUs; director equity is time‑vested DSUs granted annually .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic transformations and operational excellence across retail and consumer sectors; significant operating and executive leadership experience .
• Information security experience is identified in the Board’s skills matrix for Gupta .
• Education: B.Sc. (Hons) and MBA (Financial Management), University of Delhi .

Equity Ownership

• Director ownership guidelines: non‑employee directors must own ≥5x annual cash retainer; until met, they must retain covered shares (includes share equivalents); hedging and pledging of company stock are prohibited .
• Related person transactions: none since start of FY2025 (outside of normal compensation) .

Governance Assessment

• Strengths:

  • Independent director with relevant operating, strategy, and transformation experience; chairs G&N which drives board evaluations, refreshment, and governance practices .
  • Confirmed independence and strong board/process oversight (ERM via committees; ESG oversight at Board; annual board/committee/chair evaluations) .
  • High shareholder support for HRB pay program (Say‑on‑Pay ~98% approval at 2024 annual meeting), indicating broader investor confidence in governance and pay practices overseen by the Board/committees .

• Alignment & incentives:

  • Standard HRB director pay mix skewed to equity (DSUs), with delivery deferred until service ends, plus stock ownership guidelines—encourages long-term alignment and discourages short‑termism; hedging/pledging prohibited .

• Potential risks / RED FLAGS (monitor):

  • G&N Chair role includes recommending non‑employee director pay, which can raise perception of self‑setting compensation; mitigated by peer benchmarking and Board approval processes .
  • Prior association with Bed Bath & Beyond during its restructuring and pre‑bankruptcy period may be viewed negatively by some investors; context shows a broader transformation background across retailers .
  • Time demands: currently a senior executive at Starbucks; ensure ongoing attendance/engagement remains strong—board reported each incumbent at ≥75% and overall >95% attendance in FY2025 .

• Conflicts:

  • No related‑party transactions disclosed involving Gupta; Board reaffirmed her independence under NYSE standards; directors are subject to a stringent Code of Ethics and insider trading policy .

Say‑on‑Pay & Shareholder Feedback (Context)

• Say‑on‑Pay approval ~98% at 2024 annual meeting; ongoing shareholder engagement program with outreach to top holders .

Compensation Committee (context for her service)

• The Compensation Committee, on which Gupta serves, is fully independent and uses an independent consultant (CAP LLC); conducts annual risk assessments of compensation programs; employs double‑trigger change‑in‑control protections and clawback policies for executives (not directors) .

Director Compensation Summary (FY2025)

Board & Committee Activity (FY2025)

Director Attendance at Annual Meeting

• All current directors virtually attended last year’s annual shareholders’ meeting .