Dara Redler
H&R BLOCKAbout Dara Redler
Dara S. Redler is Chief Legal and Administrative Officer at H&R Block (promoted April 1, 2025 after serving as Chief Legal Officer since January 17, 2022). She previously was General Counsel and Corporate Secretary at Tilray and spent 17 years in legal leadership roles at The Coca‑Cola Company; she holds a JD from Duke University and bachelor’s degrees from the University of Pennsylvania (Wharton—Marketing; College—Global Studies) . Company performance during her tenure includes FY25 revenue of $3,761.0m (+4.2% YoY), EBITDA of $976.3m (+1.4% YoY), EPS $4.42 (+6.8% YoY), and FY23–FY25 PSUs paid at 112.2% of target driven by a TSR modifier of 118.2% (72nd percentile vs S&P 400) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tilray, Inc. | General Counsel & Corporate Secretary | — | Built global legal function; worldwide compliance; led legal for transformative merger |
| The Coca‑Cola Company | Senior legal roles (strategic alliances, franchise operations, retail sales, worldwide marketing & growth) | 17 years | Supported worldwide growth, alliances, and franchise operations |
External Roles
- No public company directorships or external roles disclosed for Redler in HRB’s proxy materials .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 518,681 | 522,857 | 545,357 |
Performance Compensation
Short-Term Incentive (STI) Structure and Outcomes (FY25)
| Item | Detail |
|---|---|
| Target Opportunity | 90% of base salary = $508,500 |
| Company Metrics & Weights | Revenue (40%), Pre‑Tax Earnings (40%), U.S. New Clients (20%) |
| FY25 Results (% of target) | Revenue 106.5% → 42.6% contribution; Pre‑Tax Earnings 96.5% → 38.6%; U.S. New Clients 74.9% → 15.0%; Total 96.2% |
| Actual STI Paid ($) | 489,062 (96.2% of $508,500) |
| Metric | Weight | Result (% of Target) | Payout Contribution (% of Target) |
|---|---|---|---|
| Revenue from Continuing Operations | 40% | 106.5% | 42.6% |
| Pre‑Tax Earnings from Continuing Operations | 40% | 96.5% | 38.6% |
| U.S. New Clients | 20% | 74.9% | 15.0% |
| Total STI Payout | — | — | 96.2% |
Long‑Term Incentives (LTI) Design and Grants (FY25)
| Element | Grant Date | Metric / Terms | Units / Value | Vesting |
|---|---|---|---|---|
| PSUs | Aug 31, 2024 | 3‑yr cumulative EBITDA (FY25–FY27); TSR modifier ±25% vs S&P 400; cap 200% | 11,627 PSUs (part of $1,200,000 LTI) | Cliff vest Aug 31, 2027 |
| RSUs | Aug 31, 2024 | Time‑based | 6,635 RSUs (part of $1,200,000 LTI) | 1/3 annually starting Aug 31, 2025 |
| One‑time Retention Equity (CEO transition) | Aug 31, 2025 | $500,000 allocated 65% PSUs / 35% RSUs; same vesting as annual awards | $500,000 | PSUs vest Aug 31, 2028; RSUs ratable (grant terms match annual cadence) |
PSU Performance and Payout (FY23–FY25 Cycle)
| Cycle | Performance Metric | Performance % | TSR Modifier | Final Payout % | Redler Target PSUs | Redler Shares Received |
|---|---|---|---|---|---|---|
| FY23–FY25 | 3‑yr cumulative EBITDA | 94.9% | 118.2% (72nd percentile vs S&P 400) | 112.2% | 13,824.6 (incl. dividend equivalents) | 15,511 (incl. dividend equivalents) |
Post‑vesting holding: executives must hold at least 50% of gross PSUs for 1 year after vesting .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficially Owned Shares | 21,252 (as of Sep 15, 2025) |
| Ownership % of Outstanding | <1% (*) |
| Options (Exercisable/Unexercisable) | None disclosed for Redler |
| Unvested RSUs (counts, market value @ $54.78) | 6,763 ($371,243) |
| Unearned PSUs (target counts, market value @ $54.78) | 11,852 ($650,557) |
| Additional Outstanding Awards | RSUs: 16,237 ($891,222); 6,424 ($352,639). PSUs/RSUs from 8/31/22 cycle also listed with values |
| Stock Ownership Guidelines | Senior Leadership Team: 3× base salary; 50% retention until compliant; all covered executives have attained or are progressing toward requirements |
| Hedging/Pledging Policy | Prohibited for all directors and employees |
(*) Does not exceed 1% based on shares outstanding per proxy methodology .
Employment Terms
| Term | Detail |
|---|---|
| HRB Tenure | Chief Legal Officer since Jan 17, 2022; Chief Legal & Administrative Officer effective Apr 1, 2025 |
| Severance Plan | Participant in Executive Severance Plan |
| Severance Economics | 1.5× base salary + STI target for Qualifying Termination; 2× base + STI target for Change‑in‑Control Termination; 12 months COBRA subsidy; up to 15 months outplacement; pro‑rata STI based on actual performance |
| Change‑in‑Control (Equity) | Double‑trigger acceleration; Committee may waive performance goals; RSUs fully vest upon qualifying termination in connection with CIC; PSUs pro‑rata based on performance |
| Clawbacks & Covenants | Exchange Act/NYSE‑compliant clawback for restatements; broader clawbacks in plans; non‑compete and non‑solicit in award agreements; violations can trigger forfeiture/recovery |
Multi‑Year Compensation and Incentive Mix
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 518,681 | 522,857 | 545,357 |
| Non‑Equity Incentive (STI) Paid ($) | 450,969 | 534,091 | 489,062 |
| Stock Awards (ASC 718, $) | 950,005 | 1,050,070 | 1,200,117 |
| FY25 Targets (Reference) | — | — | Base $565,000; STI Target $508,500; LTI Target $1,200,000 |
Compensation Structure Notes
- FY25 TTDC for Redler: $2,273,500 (Base $565,000; STI $508,500; LTI $1,200,000); increased with April 1, 2025 promotion; FY26 TTDC approved at $2,423,500 (LTI target raised to $1,350,000) .
- STI capped at 200% of target; LTI PSUs capped at 200% after TSR modifier; no dividends on unvested awards (only dividend equivalents paid upon vesting) .
- Governance features include no excise tax gross‑ups, prohibitions on hedging/pledging, minimum vesting periods, and mandatory post‑vesting holding for PSUs .
Performance & Track Record
| Company Metric | FY 2024 | FY 2025 | Comments |
|---|---|---|---|
| Revenue ($m) | 3,610.3 | 3,761.0 | +4.2% YoY |
| EBITDA ($m) | 963.2 | 976.3 | +1.4% YoY |
| EPS ($) | 4.14 | 4.42 | +6.8% YoY |
| FY23–FY25 PSU Payout | — | 112.2% | TSR modifier 118.2% (72nd percentile vs S&P 400) |
Compensation Peer Group and Say‑on‑Pay
- FY25 peer group includes: ACI Worldwide, Alight, Equifax, Euronet Worldwide, Gartner, Jack Henry, Paychex, TransUnion, TriNet, Western Union, WEX, Workday, Intuit, Insperity, Genpact, Global Payments (updated FY26 peer group replaces some names) .
- Say‑on‑pay approval ~98% at 2024 annual meeting, indicating strong shareholder support .
Investment Implications
- Alignment: Redler’s pay is significantly at‑risk with STI tied to revenue/earnings/new client growth (FY25 payout 96.2%) and PSUs linked to 3‑yr EBITDA plus relative TSR; governance features (clawbacks, double‑trigger CIC, no hedging/pledging) reduce agency risk .
- Retention/Selling Pressure: FY25 retention grant ($500k) plus unvested PSUs/RSUs through Aug 2027 and mandatory PSU holding period suggest limited near‑term insider selling pressure; vesting dates cluster annually (Aug 31), creating predictable windows .
- Ownership: Beneficial ownership of 21,252 shares (<1%) with additional unvested awards and strict ownership guidelines (3× salary for SLT) indicate continuing equity exposure; pledging/hedging prohibitions mitigate leverage/hedge risks .
- Pay‑for‑Performance Confidence: FY23–FY25 PSUs above target (112.2%) and solid FY25 operational results support incentive credibility; no excise tax gross‑ups and risk‑mitigating plan design are shareholder‑friendly .