Robert Gerard
H&R BLOCKAbout Robert A. Gerard
Robert A. Gerard (age 80) has served on H&R Block’s Board since 2007 and is an independent director with deep capital markets and corporate finance experience; he currently chairs the Finance Committee and serves on the Governance & Nominating (G&N) Committee . His background includes senior roles at Morgan Stanley, Dillon Read, and Bear Stearns (1977–1991), service as Assistant Secretary for Capital Markets and Debt Management at the U.S. Treasury (1974–1977), and leadership/operating roles in telecom and private investments; he holds a BA from Harvard and both an MA and JD from Columbia University . In April 2025, he transitioned out of the Board Chair role, with Richard A. Johnson becoming Chairman; Gerard is recognized for nearly 14 years of prior Board leadership .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| GFP, L.P. (private investment partnership) | General Partner & Investment Manager | Not disclosed (current) | Capital allocation and investment leadership experience |
| Royal Street Communications, LLC | Chairman of Management Committee & CEO | 2004–2011 | Led telecom network development/operations in Los Angeles and Central Florida |
| U.S. Dept. of the Treasury | Assistant Secretary for Capital Markets & Debt Management | 1974–1977 | Capital markets oversight; federal debt management |
| Morgan Stanley; Dillon Read; Bear Stearns | Senior executive positions (investment banking) | 1977–1991 | Senior management and finance expertise |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Gleacher & Company, Inc. | Director | 2009–May 2013 | Chair, Executive Compensation Committee; Member, Directors & Corporate Governance Committee |
Board Governance
- Committees: Finance (Chair); Governance & Nominating (Member) .
- Committee mandates: Finance advises on capital structure, repurchases/dividends, funding, investments, and M&A recommendations; Finance met once in FY2025 . G&N oversees governance, nominations, Board evaluation, and recommends director compensation; G&N met four times in FY2025 .
- Independence: In August 2025, the Board affirmatively determined Gerard is independent under NYSE listing standards and the company’s Independence Standards; all members of the Audit, Compensation, and G&N Committees are independent .
- Attendance: Board held six meetings in FY2025; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; overall attendance exceeded 95% . All current directors virtually attended last year’s annual meeting .
- Tenure: 18 years as of the proxy (tenure rounded) .
Fixed Compensation
| Compensation Element (FY2025 for non-employee directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Paid in quarterly installments |
| Annual Equity Retainer (DSUs) | $190,000 | Granted post-Annual Meeting; DSUs fully vested at grant |
| Non-Executive Chairman Retainer (DSUs) | $200,000 | Granted to Gerard while serving as non-executive Chairman; incremental compensation excluded from $750k director cap if the director does not participate in the decision |
| Chair Retainers | Audit: $35,000; Compensation: $25,000; G&N: $20,000; Finance: $15,000 | Gerard waived Finance Chair retainer for FY2025 due to his Chairman role |
| Member Retainers | Audit: $15,000; Compensation: $10,000; G&N: $7,500; Finance: $5,000 | |
| Per-Meeting Fees | $1,500 per meeting | Only payable if total board or committee meetings exceed ten per fiscal year |
| Director Compensation Cap | $750,000 (cash + equity) | 2018 Plan limit for non-employee directors per calendar year (excludes incremental Chairman compensation as noted) |
| FY2025 Director Compensation (Gerard) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Stock Awards (DSUs, ASC 718 grant-date fair value) | $403,879 |
| Option Awards | — (none outstanding for non-employee directors at 6/30/25) |
| All Other Compensation (Foundation match) | $5,000 |
| Total | $506,379 |
Performance Compensation
- Structure: Non-employee director equity is provided as DSUs, fully vested on grant; no performance-based metrics apply to director compensation (no options outstanding; DSUs are time-vested) .
- Payout timing: Vested DSUs are payable in shares six months after termination of Board service; dividend equivalents accrue and pay upon DSU settlement; death benefit pays within 90 days to beneficiary .
| DSU Grant Details (FY2025 cycle) | Gerard | Board-wide Context |
|---|---|---|
| Grant Date | Nov 6, 2024 | Nov 6, 2024 |
| Annual DSU Value | $190,000 (standard director grant) | $190,000 to each incumbent director |
| Chairman DSU Increment | $200,000 (for service as non-exec Chairman) | Applied to Gerard; Johnson expected prorated award in Nov 2025 for service as Chairman from April 2025 |
| Vesting | Fully vested at grant | Fully vested |
| DSUs Outstanding at 6/30/25 | 296,949 | Per-director counts disclosed for all directors |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks/Notes |
|---|---|---|---|
| Gleacher & Company, Inc. | Director; Chair of Executive Compensation Committee | 2009–May 2013 (former) | Financial services background; no HRB-related interlock disclosed |
| Private/Non-profit boards | Not disclosed | — | No additional public company boards disclosed for Gerard in the proxy |
- Board service limits: Directors should not serve on more than three other public company boards; all nominees are in compliance .
Expertise & Qualifications
- Education: Harvard College (BA); Columbia University (MA, JD) .
- Functional expertise: Capital markets, corporate finance, investment management, M&A; telecom operating leadership .
- Board skills profile: Operating experience; executive leadership; accounting/financial expertise; ERM experience; public company governance; industry knowledge (as presented in the skills matrix) .
Equity Ownership
| Ownership (as of Sept 15, 2025) | Shares/Units | Percent of Class |
|---|---|---|
| Beneficially Owned Shares | 32,000 | * (does not exceed 1%) |
| Share Units & Equivalents (incl. DSUs) | 298,872 | — |
| Total | 330,872 | * (does not exceed 1%) |
| DSUs Outstanding (as of June 30, 2025) | 296,949 | — |
- Ownership guidelines: Non-employee directors must hold at least 5x the annual cash retainer; covered shares must be retained until compliant; hedging and pledging of company securities are prohibited by policy .
Governance Assessment
- Independence and tenure: Gerard is affirmatively determined independent; his 18-year tenure provides institutional memory but necessitates strong committee independence and annual evaluations (which the Board conducts via G&N, including periodic third-party facilitation) .
- Committee effectiveness: As Finance Chair, Gerard oversees capital allocation (repurchases/dividends) and transaction reviews—a high-impact mandate for shareholder returns; the Finance Committee met once in FY2025, consistent with targeted, agenda-specific oversight .
- Compensation alignment: Director pay structure emphasizes equity via DSUs (fully vested, deferred payout), reinforcing alignment; Gerard’s FY2025 equity award includes Chairman-related DSUs while he waived the Finance Chair retainer—mitigating dual-role cash stacking and aligning with the 2018 Plan’s director compensation cap construct .
- Attendance and engagement: Board and committee attendance thresholds were met; overall attendance >95%—indicative of active engagement; all directors attended the prior annual meeting .
- Conflicts/related parties: Proxy disclosures include independence evaluation and no related-party transactions for Gerard; Insider Trading Policy prohibits hedging/pledging; directors remain within external board service limits .
- Leadership transition: Gerard’s prior near-14-year service as Chairman and orderly transition in April 2025 to a new Chairman reflects succession planning discipline at the Board level—a positive governance signal .
Red Flags/Watch Items
- Long tenure (18 years) warrants continued robust independence reviews and periodic refresh considerations; Board’s annual evaluation framework and committee independence determinations address this risk .
- Dual-role compensation risk mitigated by waiving Finance Chair retainer and excluding incremental Chairman compensation from the general director cap with non-participation in award decisions, reducing potential conflicts .