Jeff Jones
H&R BLOCKAbout Jeff Jones
Jeffrey J. Jones II (age 57) has served as H&R Block’s President and CEO since October 2017 (CEO-Designate beginning August 2017). He holds a BA in Communications from the University of Dayton and sits on HRB’s Board (Finance Committee member) and the board of Advance Auto Parts, where he chairs the Compensation Committee and is a member of Nominating & Governance . Under his leadership, HRB reported FY2025 revenue of $3.761B (+4.2% y/y), EBITDA of $976.3M, and diluted EPS of $4.42 (+6.8% y/y) . Pay-versus-performance disclosures show strong multi-year alignment, with a $100 investment reaching $399.34 by FY2025 and EBITDA from Continuing Ops at $976,343 (000s) in FY2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| H&R Block, Inc. | President & CEO (CEO-Designate from Aug 2017) | 2017–present | Leads enterprise strategy and transformation; also HRB director (Finance Committee) |
| Uber Technologies Inc. | President, Ride Sharing | Sep 2016–Mar 2017 | Senior operating leadership in ridesharing |
| Target Corporation | EVP & Chief Marketing Officer | Apr 2012–Sep 2016 | Senior executive; brand and marketing leadership at a major retailer |
| McKinney Ventures LLC | Partner and President | Mar 2006–Mar 2012 | Leadership in advertising/agency management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Advance Auto Parts, Inc. | Director; Chair, Compensation Committee; Member, Nominating & Governance | Current | Public company directorship and committee leadership |
Fixed Compensation
- CEO annual base salary set at $995,000 for FY2025 and through the CEO transition period (see Advisor Agreement) .
- Target annual bonus (STI) set at 150% of base salary; FY2025 payout for Jones was 96.2% of target, or $1,435,446 .
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 997,734 | 1,000,467 | 997,734 |
| Stock Awards ($) | 6,200,037 | 7,000,047 | 8,300,085 |
| Non-Equity Incentive Plan Compensation ($) | 1,438,186 | 1,703,271 | 1,435,446 |
| All Other Compensation ($) | 178,400 | 173,303 | 236,072 |
| Total ($) | 8,814,357 | 9,877,088 | 10,969,337 |
FY2025 target direct compensation and FY2026 (first half) levels:
| Component | FY2025 | FY2026 (Jul–Dec 2025) |
|---|---|---|
| Annual Base Salary ($) | 995,000 | 995,000 |
| Target STI ($) | 1,492,500 | 1,492,500 |
| LTI Target ($) | 8,300,000 | 8,300,000 |
| TTDC ($) | 10,787,500 | 10,787,500 |
Perquisites: approved personal use of fractional aircraft up to 30 hours in FY2025; taxable benefit; no tax gross‑up .
Performance Compensation
Short-Term Incentive (STI) structure and FY2025 results:
| Metric (FY2025) | Weight | Result vs Target | Payout contribution |
|---|---|---|---|
| Revenue from Continuing Ops | 40% | 106.5% | 42.6% |
| Pre-Tax Earnings from Continuing Ops | 40% | 96.5% | 38.6% |
| U.S. New Clients | 20% | 74.9% | 15.0% |
| Total payout vs Target | 96.2% |
- CEO target bonus: 150% of base; FY2025 payout: $1,435,446 (96.2% of $1,492,500) .
Long-Term Incentive (LTI) design and FY2025 awards:
- Mix: PSUs (performance) and RSUs (time-based); annual grants typically within 90 days of fiscal year start .
- FY2025 PSUs: measure three-year cumulative EBITDA from Continuing Ops (7/1/2024–6/30/2027), with a ±25% TSR modifier vs S&P 400; payout capped at 200%; 1-year post-vest holding of 50% of gross shares .
- FY2025 RSUs: vest ratably over 3 years beginning 8/31/2025 .
FY2025 annual LTI grant to Jeff Jones (grant date 8/31/2024; vesting noted):
| Award | Units | Vesting |
|---|---|---|
| PSUs | 80,415 | Earn based on 3-year EBITDA; vest 8/31/2027 (subject to TSR modifier) |
| RSUs | 45,886 | 1/3 each on 8/31/2025, 8/31/2026, 8/31/2027 |
| Award value ($) | 8,300,000 | Conversion based on Monte Carlo (PSUs) and grant-date close (RSUs) |
Realized vesting FY2025 and prior PSU cycle:
- Stock awards vested FY2025: 339,033 shares; value realized $21,464,179 .
- FY2023 PSU cycle (7/1/2022–6/30/2025): EBITDA performance 94.9% and TSR modifier 118.2% (72nd percentile), resulting in 112.2% payout; Jones received 101,228 shares for this cycle (incl. dividend equivalents) .
Equity Ownership & Alignment
- Beneficial ownership (as of Sep 15, 2025): 918,312 shares owned; 180,244 share units/equivalents; total 1,098,556; percent of class “*” (under 1%). Includes right to acquire 273,905 shares via outstanding options within 60 days .
- Outstanding equity at FY2025 year-end (selected Jones line items):
| Grant date | Type | Unvested RSUs (#) | Unearned PSUs (#) | Option shares (#) | Exercise price | Expiry | Next vest date(s) |
|---|---|---|---|---|---|---|---|
| 8/31/2024 | RSU | 81,971 | — | — | — | — | 8/31/2025/26/27 |
| 8/31/2024 | PSU | — | 46,774 | — | — | — | Performance period ends 6/30/2027; vests 8/31/2027 |
| 8/31/2023 | RSU | 108,239 | — | — | — | — | 8/31/2026 |
| 8/31/2023 | RSU (note) | 42,822 | — | — | — | — | 8/31/2026 (special line) |
| 8/31/2022 | RSU | 17,374 | — | — | — | — | 8/31/2025 |
| 8/31/2022 | PSU | — | 89,653 | — | — | — | Performance period ended; payout certified Aug 2025 |
| 8/21/2017 | Option | — | — | 273,905 | $29.73 | 8/21/2027 | Exercisable |
Ownership policies and restrictions:
- Executive stock ownership guideline: CEO 6x base salary; 100% retention until met; includes 50% of unvested RSUs as “Covered Shares” (performance awards excluded). Covered executives have either attained or are progressing toward requirements .
- Hedging and pledging of company stock prohibited for directors and employees .
- Dividend equivalents accrue during vesting but pay only upon vesting; unvested awards have no voting rights .
Implications for selling pressure:
- Multi-year RSU ratable vesting through 2027 and historical PSU vesting created material share deliveries in FY2025 ($21.5M value realized on vesting), which can add periodic supply; retention/ownership rules (100% retention until guideline met; 50% post-PSU holding) mitigate near-term sell pressure .
Employment Terms
CEO transition and Advisor Agreement (Aug 2025):
- Jones serves as President & CEO through Dec 31, 2025 (Transition Term); then Strategic Advisor Jan 1–Sep 2, 2026 (Advisory Term) .
- Compensation during Term: base salary $995,000; STI target 150% of base for FY2025 and for the H1 FY2026 period as CEO; eligible for FY2026 LTI (no LTI/STI for any portion of FY2027) .
- No special/accelerated vesting of outstanding LTI beyond award terms (except as provided in standard forms) .
- Restrictive covenants: non-hire, non-solicit, non-compete, and non-disparagement during the Term and for two years after employment; confidentiality perpetually .
- Severance (pre-12/31/2025): if terminated without Cause or for Good Reason (outside change-in-control window), lump sum 2x base + target bonus; 24 months COBRA premium; pro-rata bonus based on actual FY performance .
- Change in Control: double-trigger; if terminated without Cause/for Good Reason within 24 months post-CoC or within 120 days prior to a Section 409A CoC transaction, 2x base + target bonus; 24 months COBRA; pro-rata bonus at target .
Potential payments upon termination/change-in-control (assumes 6/30/2025 trigger; stock at $54.89):
| Scenario | Cash ($) | RSUs ($) | PSUs ($) | Health & welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause | 4,975,000 | — | 8,278,405 | 58,248 | 13,311,653 |
| Termination for Good Reason | 4,975,000 | — | 8,278,405 | 59,248 | 13,311,653 |
| Termination in connection with CoC (double-trigger) | 4,975,000 | 5,871,544 | 15,361,678 | 58,248 | 26,266,470 |
| Retirement | — | 1,786,243 | 8,278,405 | — | 10,064,648 |
| Death or Disability | — | 3,304,118 | 10,862,276 | — | 14,166,394 |
Additional plan terms:
- Executive Severance Plan: for other NEOs, 1.5x cash for non-CoC terminations and 2x for CoC (double-trigger), plus COBRA subsidy 12 months and pro-rata STI; Jones participates only if equity benefits exceed his agreements .
- LTI termination provisions: pro-rata or full vesting for certain events after 1 year from grant (retirement, death/disability, involuntary without cause) per award agreements; PSUs vest pro-rata after period-end based on certified performance .
Clawbacks and protections:
- Dodd-Frank compliant Clawback Policy (2024) plus broader recoupment authority across plans; violations of restrictive covenants can trigger forfeiture/recoupment; no excise tax gross-ups; no option repricing without shareholder approval .
Board Governance
- Board/committee roles: Jones is a director (since 2017) and member of the Finance Committee .
- Independence: 7 of 8 directors independent; Jones is not independent due to CEO role .
- Board leadership: Independent Chairman required by bylaws; Chairman separated from CEO role; robust accountability and regular executive sessions .
- Attendance: During FY2025, each incumbent director attended at least 75% of meetings; overall attendance >95% .
- Compensation Committee: fully independent; uses independent consultant (CAP LLC) with confirmed independence .
Performance & Track Record
FY2025 operating performance (context for pay-for-performance):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($, millions) | 3,610.3 | 3,761.0 |
| EBITDA from Continuing Ops ($, thousands) | 963,186 | 976,343 |
| Diluted EPS from Continuing Ops ($) | 4.14 | 4.42 |
| Adjusted Diluted EPS from Continuing Ops ($) | 4.41 | 4.66 |
Pay-versus-performance (selected):
- Company TSR (value of $100): 399.34 (FY2025); Peer Group TSR: 271.96 (S&P 400 Consumer Services Industry Group Index) .
- CEO “Compensation Actually Paid” (SEC PVP) and CAP/TSR/EBITDA relationship disclosed; key measures used: EBITDA, Revenue, Pre-Tax Earnings, Relative TSR .
Say-on-Pay outcome:
- 2024 annual meeting: ~98% approval of NEO compensation program, indicating strong shareholder support .
Compensation Structure Analysis
- Mix and trends: High share of performance-based comp (PSUs tied to 3-year EBITDA with TSR modifier); LTI target for Jones increased in FY2025 to retain and align with market after strong performance since 2017 .
- STI metric evolution: U.S. New Clients metric replaced prior cost-savings metric as “Fund the Future” target was achieved; maintains balance of top- and bottom-line measures .
- No risky features: double-trigger CoC; no excise tax gross-ups; hedging/pledging prohibited; clawbacks in place; no option repricing .
Equity Ownership & Alignment (Director and Executive Policies)
- Executive stock ownership: CEO 6x salary; 100% retention until met; directors 5x annual cash retainer; covered shares retained until guidelines met .
- Prohibitions: no hedging or pledging of HRB stock; no use of margin accounts .
Employment Terms (Key Legal/Retention Provisions)
- Non-compete/non-solicit: during employment and for two years after; Advisor Agreement definitions of Cause and Good Reason detailed .
- Severance economics: 2x base + target bonus as CEO; double-trigger CoC applies; pro-rata bonus mechanics defined .
- LTI vesting in separation scenarios: pro-rata/full vest contingent on event and tenure from grant; PSUs determined after performance certification .
Investment Implications
- Alignment: Jones’ pay is heavily equity-based with three-year EBITDA and relative TSR, and robust ownership/holding rules—strongly aligning with long-term TSR and operating performance .
- Near-term supply/vesting calendar: Large RSU tranches vest annually through 2027 and PSU settlements create periodic share deliveries (FY2025 vesting value realized $21.5M), though retention and ownership requirements dampen immediate selling pressure .
- Transition/retention risk: CEO transition effective 12/31/2025 with Jones as Strategic Advisor until 9/2/2026; no special accelerations; restrictive covenants and defined severance mitigate flight risk and ensure orderly handoff .
- CoC exposure: Double-trigger design with significant equity acceleration under CoC termination could be material ($26.3M modeled total for Jones), implying sensitivity of equity value to M&A outcomes .
- Governance quality signal: 98% Say-on-Pay approval, independent chair structure, hedging/pledging prohibitions, and clawbacks suggest low governance risk and favorable investor sentiment toward compensation design .