Richard Johnson

About Richard A. Johnson

Independent Chairman of the Board (since April 1, 2025), and director of H&R Block since 2015; age 67. Former CEO, President, and Chairman of Foot Locker with deep retail, operations, financial management, and enterprise risk management experience; holds a BA in Business Administration and Accountancy from the University of Wisconsin–Eau Claire. Committee memberships at HRB: Audit and Compensation; designated an Audit Committee financial expert. Attendance in FY2025 met or exceeded Board standards (each incumbent director ≥75%; overall >95%).

Past Roles

External Roles

Board Governance

• Roles and independence: Independent Chairman (effective April 1, 2025); Board affirmed Johnson’s independence under NYSE and HRB standards (Aug 2025 review).
• Committee assignments: Audit Committee member (financial expert) and Compensation Committee member; not a committee chair in FY2025.
• Attendance and engagement: FY2025—Board held six meetings; each incumbent director attended ≥75% of Board/committee meetings; overall attendance >95%; all current directors attended the prior annual meeting virtually. Executive sessions of non‑employee directors held at each regular Board meeting and led by the independent Chair.
• Board composition and refreshment: Eight nominees; independent Chair structure maintained.
• Say‑on‑pay signal: 98% approval at 2024 annual meeting—supportive of compensation governance.

Fixed Compensation (Director)

Director pay structure (FY2025):

• Annual cash retainer: $85,000; Committee chair/membership fees (Audit Chair $35,000; Compensation Chair $25,000; G&N Chair $20,000; Finance Chair $15,000; Audit member $15,000; Compensation member $10,000; G&N member $7,500; Finance member $5,000).
• Annual equity retainer: $190,000 in Deferred Stock Units (DSUs); Non‑Executive Chairman retainer: $200,000 in DSUs.
• Meeting fees: $1,500 per meeting above 10 per year threshold (board or per committee).
• FY2025 grant timing/proration: DSUs granted Nov 6, 2024; Johnson expected to receive an additional prorated DSU award in Nov 2025 for Chair service from April 2025 through the annual meeting.

Richard A. Johnson – FY2025 Director Compensation:

Performance Compensation

• Structure: Non‑employee director equity is delivered as DSUs (fully vested at grant), held in a deferred account and payable in shares six months after service ends; dividend equivalents accrue and are paid at settlement; no options granted/outstanding for directors.
• Metrics: Directors do not have performance‑conditioned equity (no PSU/option metrics)—director equity compensation is time‑based DSUs.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert under SEC criteria; financially literate under NYSE guidelines.
• Domain skills: Brick‑and‑mortar and digital retail operations, leadership, financial management, ERM, and information security oversight exposure via committee work.
• Education: BA in Business Administration and Accountancy, University of Wisconsin–Eau Claire.
• Board leadership: Independent Chairman leading agenda setting and executive sessions, separate from CEO role.

Equity Ownership

Additional alignment provisions:

• Director stock ownership guideline: Minimum 5× annual cash retainer; retain covered shares until met.
• Hedging/pledging: Prohibited for directors and employees under Insider Trading Policy.
• DSUs outstanding as of June 30, 2025 for Johnson: 70,041 (timing reference; later ownership table shows 70,487 units as of Sept 15, 2025).

Governance Assessment

• Strengths supporting investor confidence:
  • Independent Chairman structure with clear separation from CEO; Johnson unanimously elected effective April 1, 2025.
  • Confirmed independence and audit financial expert designation; dual service on Audit and Compensation supports oversight depth.
  • Strong attendance (>95% overall) and annual meeting participation; executive sessions each regular meeting.
  • Director pay skewed toward equity (DSUs) with post‑service settlement; robust ownership guidelines and anti‑hedging/pledging policy.
  • No compensation committee interlock relationships requiring disclosure for FY2025.
  • High prior Say‑on‑Pay support (98% in 2024), indicating positive shareholder sentiment on pay governance.
• Watch items / potential conflicts:
  • Concurrent public board at Build‑A‑Bear (consumer retail) appears non‑overlapping with HRB; independence review found no material relationships, but continued monitoring for related‑party transactions is prudent.
  • Chair retainer expected via prorated DSU in Nov 2025—ensure compliance with the $750,000 annual director compensation cap (excludes incremental Chair pay per plan) and disclosure of any adjustments.

Director Compensation Mechanics (Reference)

Related‑Party Transactions and Conflicts

• Independence determination (Aug 2025) found Johnson has no material relationship with HRB under NYSE and company independence standards.
• Compensation Committee Interlocks disclosure indicates no relationships requiring disclosure for FY2025 among members (includes Johnson), reducing interlock/conflict concerns.

Summary Implications

• Johnson’s profile—independent Chair with audit/comp committee service, financial expert designation, strong attendance, and equity‑heavy director pay—supports board effectiveness and investor alignment.
• No disclosed red flags on independence, interlocks, hedging/pledging, or director options; ongoing monitoring advised for any future related‑party transactions and cumulative director compensation versus caps.