Curtis Campbell
H&R BLOCKAbout Curtis Campbell
Curtis A. Campbell, age 52, is CEO-elect of H&R Block and will become President and CEO on January 1, 2026; he joined H&R Block on May 31, 2024 as President, Global Consumer Tax & Chief Product Officer, and will be appointed to the Board to fill the vacancy upon the current CEO’s retirement . His education includes a BS in Business Administration from The Citadel and a Master of International Business from the University of South Carolina . Company performance metrics tied to pay include FY2025 STI payout at 96.2% of target (Revenue, Pre-Tax Earnings, U.S. New Clients) , and three-year PSUs based on cumulative EBITDA with a relative TSR modifier vs. the S&P 400 (FY2023 PSU payout across NEOs was 112.2% with TSR at the 72nd percentile; Campbell did not receive FY2023 PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H&R Block | President, Global Consumer Tax & Chief Product Officer | 2024–present | Leads consumer tax segment and product excellence . |
| TaxAct (Blucora/after sale) | CEO/President | 2018–2023 | Led transformation resulting in double-digit revenue growth . |
| Capital One | Managing Vice President (Consumer Auto) | 2017–2018 | Senior P&L leadership in consumer auto lending . |
| Intuit | Vice President (Product Management & Strategy) | 2014–2017 | Led product and strategy in consumer tax ecosystem . |
| Amazon Web Services | General Manager – Head of Product | Prior to 2014 | Senior product leadership in cloud services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jack Henry & Associates (Nasdaq: JKHY) | Director | Current | Public company board; committee roles not disclosed in HRB filings . |
Fixed Compensation
| Component | FY2024 | FY2025 (as P-GCT & CPO) | Effective Jan 1, 2026 (CEO) |
|---|---|---|---|
| Annual Base Salary ($) | $53,915 (partial year) | $625,000 (TTDC table) | $995,000 |
| STI Target (% of Base) | Pro-rated bonus paid $54,372 | 90% ($562,500 target) | 125% of base (prorated to 110% for FY2026) |
| LTI Target ($) | Cash/LTI sign-on only; no FY2024 annual LTI | $1,500,000 | Off-cycle promotion LTI grant $2,150,000 (reflects annualized $6,000,000 for FY2026, prorated) |
| Total Target Direct Comp (TTDC) ($) | $672,239 total compensation (actual) | $2,687,500 TTDC | Determined by Compensation Committee annually . |
Performance Compensation
FY2025 STI Plan and Results
| Metric | Weight | Targeting Approach | Actual Result | Payout Contribution |
|---|---|---|---|---|
| Revenue from Continuing Ops | 40% | Board-approved operating plan | 106.5% of target | 42.6% |
| Pre-Tax Earnings from Continuing Ops | 40% | Board-approved operating plan | 96.5% of target | 38.6% |
| U.S. New Clients | 20% | Strategic goal (assisted & DIY, Spruce deposits, SMB services, formations) | 74.9% of target | 15.0% |
| Total STI Payout (vs target) | — | — | — | 96.2% of target |
Campbell’s FY2025 STI payout: $540,997 (96.2% of $562,500 target) .
Long-Term Incentive Design
| Instrument | Metric | Measurement Window | Payout Range | TSR Modifier |
|---|---|---|---|---|
| PSUs | 3-year cumulative EBITDA from Continuing Ops | Jul 1, 2024 – Jun 30, 2027 | 0–200% (≥50% at threshold) | ±25% vs S&P 400 percentile (cap 200%) |
| RSUs | Time-based | Ratably over 3 years beginning 1st anniversary | N/A | N/A |
Campbell’s Outstanding Awards (as of Jun 30, 2025)
| Grant | Grant Date | Vesting | Units | Market/Grant Value |
|---|---|---|---|---|
| Sign-on RSUs | 6/3/2024 | Cliff vest 6/3/2027 | 4,743 | $260,345 (market value) |
| FY2025 PSUs | 8/31/2024 | 8/31/2027 (performance-based) | 14,814 | $813,154 (market value) |
| FY2025 RSUs | 8/31/2024 | One-third annually beginning 8/31/2025 | 8,453 | $464,012 (market value) |
Notes:
- No dividends paid on unvested units; dividend equivalents accrue and pay only upon vesting .
- Certain special grants may have different schedules; sign-on appears to be 3-year cliff vest .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,159 shares as of Sept 15, 2025; <1% of shares outstanding . |
| Vested vs Unvested | Unvested awards include RSUs (4,743 sign-on; 8,453 FY2025) and PSUs (14,814 FY2025), as above . |
| Options | None disclosed for Campbell . |
| Pledging/Hedging | Prohibited: “No hedging, pledging or the use of margin accounts” . |
| Stock Ownership Guidelines | CEO: 6x base salary with 100% retention until met; Senior Leadership Team: 3x with 50% retention; 5 years to comply; executives have attained or are progressing . |
| Post-vest Holding | Must hold at least 50% of gross PSUs earned for one year; extends if not yet at guideline . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment & Board | CEO effective Jan 1, 2026; appointed to Board to fill vacancy upon Jones’s retirement . |
| Relocation | Required to relocate to Kansas City metro by Dec 31, 2026; relocation benefits provided . |
| Severance (pre-CEO, FY2025 plan) | Executive Severance Plan: 1.5x base+STI on non-CIC; 2x base+STI on CIC; 12 months COBRA subsidy; outplacement; pro-rata STI; double-trigger required for CIC . |
| Potential Payments (FY2025) | Non-Cause/Good Reason cash: $1,781,250; CIC cash: $2,375,000; RSUs under CIC: $724,357; PSUs under CIC: $813,154; COBRA: $21,221; Outplacement: $15,000; Death/Disability RSU value: $260,345 . |
| Severance (CEO Offer Letter, effective 1/1/2026) | Two times base salary and two times STI target; 24 months COBRA premiums; earned but unpaid STI and prorated STI for year of termination; release required . |
| Change-in-Control & Equity | Double-trigger vesting; Committee may waive performance goals for PSUs upon CIC; RSUs fully vest under certain termination scenarios in connection with CIC . |
| Clawback | SEC/NYSE-compliant Clawback Policy adopted Oct 2023; broader recoupment authority in plans/agreements; forfeiture for cause-related activities . |
| Insider Trading Policy | Filed as Exhibit 19.1 to FY2025 10-K; policy governs transactions by directors/officers . |
| Perquisites | Personal use of company aircraft as CEO limited to 30 hours per fiscal year (15 hours pro-rated in FY2026) . |
| At-will | Employment is at-will; legal fee reimbursement up to $20,000 for agreement preparation . |
Board Governance
- Board Service: Will join HRB’s Board on Jan 1, 2026; as CEO, he will be a management (non-independent) director . The Chair of the Board is Richard A. Johnson; HRB maintains separation of Chair and CEO roles, mitigating dual-role governance concerns .
- Committees: Compensation Committee (independent directors: Winter Chair, Cohan, Gupta, Johnson), Governance & Nominating (Gupta Chair, Cohan, Gerard, Mends), Finance (Gerard Chair, Jones, Reich) . CEOs typically do not serve on audit/comp/nom committees due to independence standards; no committee assignments for Campbell disclosed yet .
- Director Compensation: Non-employee director program includes $85,000 cash retainer and $190,000 DSU equity, with additional chair/member retainers; executive directors do not receive non-employee director compensation .
Multi-Year Compensation Summary (Actuals)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 53,915 | 200,000 | 350,036 | 54,372 | 13,916 | 672,239 |
| 2025 | 626,717 | — | 1,500,049 | 540,997 | 79,830 | 2,747,593 |
Compensation Structure Analysis
- Cash vs Equity Mix: FY2025 TTDC for Campbell emphasizes equity ($1.5M LTI vs. $1.1875M targeted cash), aligning pay with long-term performance . The CEO package increases STI target to 125% and annualized LTI to $6M, further shifting toward at-risk pay .
- Shift to RSUs vs Options: HRB uses PSUs and RSUs; no options were granted to Campbell, consistent with market practice and risk mitigation; repricing of options prohibited without shareholder approval .
- Performance Metric Rigor: STI targets tie to revenue and pre-tax earnings plus a strategic client acquisition goal; PSUs use multi-year EBITDA with relative TSR, capping payouts and adding a market-relative lens .
- Clawbacks and Forfeiture: SEC/NYSE clawback policy and broader plan-level recoupment/forfeiture provisions reduce agency risk and promote accountability .
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited (positive alignment) .
- CIC Design: Double-trigger across severance and equity (avoids windfalls) .
- Excise Tax Gross-ups: Company practice avoids 280G gross-ups for executives (shareholder-friendly) .
- Ownership Compliance: Strong guidelines with retention until compliance; executives progressing toward requirements .
- Outside Directorship: Service on Jack Henry board is permitted; monitor time commitments and any compensation peer group interlocks (Jack Henry included in HRB’s peer group) .
Employment & Contracts (Retention/Transition)
| Aspect | Terms |
|---|---|
| Start at HRB | May 31, 2024 . |
| CEO Effective Date | January 1, 2026 . |
| Severance Economics (CEO) | 2x base + 2x STI target; 24 months COBRA; pro-rata STI; double-trigger CIC; release required . |
| Non-compete/Non-solicit | Restrictive covenants embedded in award/plan agreements; violation can trigger cancellation/recoupment . |
| Relocation | Must relocate to Kansas City by Dec 31, 2026; relocation benefits provided . |
Equity Vesting Schedules and Insider Selling Pressure
- RSUs: FY2025 RSUs vest ratably over three years beginning Aug 31, 2025, creating predictable vest dates and potential selling windows subject to insider trading policy and blackout periods .
- Sign-on RSUs: Appear to cliff vest on June 3, 2027, concentrating liquidity event in FY2027 .
- PSUs: FY2025 PSUs vest Aug 31, 2027 based on performance; relative TSR modifier reduces “pay for beta” risk .
Performance & Track Record
- FY2025 STI Outcome: Company-wide payout at 96.2% reflects near-target performance on revenue and pre-tax earnings with below-target new client acquisition; Campbell’s payout aligns with the plan formula .
- Historical PSUs: FY2023 PSU payout certified at 112.2% with TSR in the 72nd percentile vs S&P 400, indicating outperformance over the three-year period; Campbell was not eligible due to start date .
- TaxAct Tenure: Achieved double-digit revenue growth and led transformational initiatives, supportive of value creation capability .
Board Governance (Dual-Role Implications)
- Structure: CEO not serving as Chair (Chair: Richard A. Johnson), preserving independent Board leadership and mitigating combined role concerns .
- Independence: As CEO-director, Campbell will be a non-independent director; he is expected to be excluded from independent committees (e.g., Compensation, Audit, G&N) consistent with NYSE standards .
- Attendance & Executive Sessions: Not disclosed for Campbell yet; HRB committees are composed of independent directors with regular meetings (e.g., five Compensation Committee meetings in FY2025) .
Compensation Committee Analysis
- Peer Group: FY2025 peer group includes Intuit, Jack Henry, Equifax, TransUnion, Western Union, etc.; FY2026 changes add Affirm, Dayforce, CBIZ and remove Workday, Genpact, Global Payments to better align median revenue size .
- Consultant: CAP LLC is the independent compensation consultant; performs no other services for the Company .
- Practices: No excise tax gross-ups; double-trigger CIC; minimum vesting; independent committee oversight; tally sheets reviewed annually .
Investment Implications
- Alignment: Elevated CEO LTI ($6M annualized with PSUs/RSUs) and rigorous metrics (3-year EBITDA + TSR) tie realized pay to long-term performance; strong clawbacks and ownership guidelines reduce agency risk .
- Retention Risk: Enhanced CEO severance (2x base+STI + 24 months COBRA) and predictable vesting schedule lower near-term flight risk; relocation timeline and non-compete/non-solicit increase stickiness .
- Trading Signals: Watch FY2026–FY2027 vesting dates (RSU tranches and June 2027 cliff, August 2027 PSU vest) for potential liquidity events; insider trading windows and retention requirements constrain immediate sales .
- Governance Quality: Separation of Chair/CEO, independent committees, and no CIC tax gross-ups support shareholder-friendly posture; outside directorship (JKHY) provides network benefits but warrants routine oversight for time/peer group interlocks .
Note: All details reflect disclosures in H&R Block’s 2025 Proxy Statement and August 2025 8-K filings pertaining to leadership succession, compensation, severance, and governance.