Scott Manuel
H&R BLOCKAbout Scott Manuel
Scott R. Manuel, age 50, is H&R Block’s Chief Strategy and Operations Officer, appointed August 7, 2024. He holds an MBA from Duke University and a BS in Computer Engineering from NC State, and previously led product and AI-driven transformations at Thomson Reuters, McClatchy, and Tribute Technology, co‑inventing five digital identity patents. During FY2025, H&R Block delivered 4.2% revenue growth to $3,761.0 million and 1.4% EBITDA growth to $976.3 million, with Company TSR value at $399.34 vs. S&P 400 peer group at $271.96, indicating strong shareholder value creation in the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tribute Technology | President & General Manager | 2022–2024 | Led consolidation and transformation of acquired software businesses serving funeral home services |
| McClatchy | Chief Product Officer & General Manager | 2017–2020 | Drove business model expansion and digital product transformation in local media |
| Thomson Reuters | Vice President roles | 2010–2017 | Expanded product capabilities in emerging technologies; co‑invented five digital identity patents |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Syrinx Labs | Board member | Not disclosed | Decision support company; technology and analytics governance |
| Engineering/Management Students | Mentor | Not disclosed | Talent development and industry knowledge transfer |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Annual Base Salary ($) | 600,000 |
| STI Target ($) | 540,000 |
| LTI Target ($) | 1,300,000 |
| Total Target Direct Compensation (TTDC) ($) | 2,440,000 |
| Actual Salary Earned ($) | 542,638 |
| Actual Non-Equity Incentive (STI) ($) | 466,710 |
| Actual Stock Awards (grant-date fair value, ASC 718) ($) | 1,400,104 |
| All Other Compensation ($) | 17,662 |
| Total Actual Compensation ($) | 2,427,114 |
Performance Compensation
| Plan Component | Metric | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|---|
| FY2025 STI | Revenue from Continuing Operations | 40% | 100% | 106.5% | 42.6% |
| FY2025 STI | Pre‑Tax Earnings from Continuing Operations | 40% | 100% | 96.5% | 38.6% |
| FY2025 STI | U.S. New Clients | 20% | 100% | 74.9% | 15.0% |
| FY2025 STI | Total STI Payout vs Target | — | — | — | 96.2% of target |
| FY2025 STI | Manuel STI target and payout ($) | — | $485,260 (prorated) | 96.2% | $466,710 |
| FY2025 PSUs | 3‑yr cumulative EBITDA (initial payout 0–200%), with TSR modifier ±25% vs S&P 400 | 65% of LTI mix | Not disclosed (competitive sensitivity) | Performance measured July 1, 2024–June 30, 2027 | Final payout capped at 200%; 1‑year post‑vesting hold on 50% of gross shares |
| FY2025 RSUs | Time‑based | 35% of LTI mix | — | Ratable vesting over 3 years | No dividends until vest; dividend equivalents accrue |
Equity Awards and Vesting
| Award Type | Grant Date | Units Granted | Vesting Schedule | Performance Terms |
|---|---|---|---|---|
| FY2025 PSUs | 08/31/2024 | 12,596 | Vest on 08/31/2027 | 3‑yr cumulative EBITDA; TSR modifier ±25% vs S&P 400; cap 200% |
| FY2025 RSUs | 08/31/2024 | 7,187 | One‑third on 08/31/2025, 08/31/2026, 08/31/2027 | Time‑based vesting |
| Sign‑on RSUs | 08/31/2024 | 1,580 | 3‑year vesting schedule | Retention; value ≈$100,000 |
| Outstanding (as of 06/30/2025) | Not Vested (#) | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (various grants) | 12,840 | 704,775 | As of 06/30/2025; closing price $54.78 used |
| RSUs (various grants) | 7,326 | 402,129 | As of 06/30/2025 |
| RSUs (additional) | 1,611 | 88,405 | As of 06/30/2025 |
Upcoming vesting cadence may create periodic liquidity/selling pressure around annual vest dates:
- RSUs vest in one‑third increments on 8/31/25, 8/31/26, and 8/31/27 .
- PSUs cliff‑vest on 8/31/27 subject to performance certification and TSR modifier .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 1,745 (as of 09/15/2025) |
| Ownership % of Outstanding | <1% |
| Stock Ownership Guidelines | Senior Leadership Team: 3x base salary; 50% retention until met; 5‑year compliance window; all covered executives have attained or are progressing toward requirements |
| Hedging/Pledging | Prohibited by Insider Trading Policy (derivatives, hedging, pledging/margin) |
| Vested vs. Unvested | Unvested RSUs/PSUs detailed above; PSUs subject to performance and TSR modifier |
Employment Terms
| Provision | Detail |
|---|---|
| Severance Plan Participation | Executive Severance Plan participant |
| Qualifying Termination (no CIC) | 1.5x annual base salary + STI target; 12 months COBRA subsidy; reasonable outplacement ≤15 months; pro‑rata STI based on actual performance |
| Change‑in‑Control Termination (double trigger) | 2.0x annual base salary + STI target; COBRA subsidy; outplacement; pro‑rata STI |
| Equity Treatment on Termination | Awards outstanding >1 year: PSUs pro‑rata vest on involuntary termination without cause or retirement; RSUs forfeit except in specified events; death/disability full vesting; change‑in‑control has double‑trigger acceleration policies |
| Retirement Definition | Voluntary termination at age ≥55 with ≥5 years of service or age ≥60 |
| Restrictive Covenants & Clawbacks | Clawback policy for restatements per SEC/NYSE and broader clawback authority; awards include non‑compete and non‑solicit, with cancellation/reimbursement for violations |
Potential Payments Upon Termination (Illustrative as of 06/30/2025)
| Scenario | Cash ($) | RSUs ($) | PSUs ($) | Health/Other ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause | 1,710,000 | — | — | 36,221 (health + outplacement) | 1,746,221 |
| Termination for Good Reason | 1,710,000 | — | — | 36,221 (health + outplacement) | 1,746,221 |
| CIC Termination (double trigger) | 2,280,000 | 490,533 | 704,775 | 36,221 (health + outplacement) | 3,511,529 |
Note: Values determined using HRB closing price on 06/30/2025; actual outcomes depend on timing and performance certification .
Performance & Track Record
- FY2025 results: Revenue $3,761.0m (+4.2% y/y), EBITDA $976.3m (+1.4% y/y), EPS $4.42 (+6.8% y/y); assisted revenue +6.1% and DIY revenue +9.7% y/y; Spruce deposits reached $1.75B since launch with ~50% non‑tax sources .
- Strategy execution: Manuel oversees AI, productivity, client support, and real estate; leadership additions under his scope (e.g., CTO and Ops & Tech SVP) support transformation initiatives .
- Pay‑versus‑performance context: Company TSR value at $399.34 in FY2025 vs peer group $271.96; EBITDA from Continuing Operations emphasized in incentive alignment .
Compensation Peer Group and Governance Signals
- FY2025 peer group includes ACI Worldwide, Alight, Equifax, Euronet, Gartner, Jack Henry, Paychex, TransUnion, TriNet, Western Union, WEX, Workday, Genpact, Global Payments, Intuit, Insperity (FY2026 updates removed Workday/Genpact/Global Payments; added Affirm, Dayforce, CBIZ) .
- Say‑on‑Pay: ~98% approval at 2024 annual meeting, signaling strong investor support for pay design .
Investment Implications
- Pay‑for‑performance alignment: PSUs anchored to 3‑year cumulative EBITDA with a relative TSR modifier improve linkage to value creation; mandatory 1‑year holding on vested PSUs further aligns interests .
- Retention risk and near‑term selling pressure: Multiple unvested RSUs and PSUs vesting through August 2027, with annual RSU tranches in late August, can create periodic liquidity events; retention awards during CEO transition (additional PSUs/RSUs granted August 31, 2025) mitigate flight risk during leadership change .
- Governance quality: Double‑trigger change‑in‑control protections avoid windfalls; strict hedging/pledging prohibitions, stock ownership guidelines (3x salary for senior leaders), and robust clawbacks reduce agency risk .
- Execution upside: Manuel’s AI and product‑led background aligns with Block’s transformation agenda; FY2025 operational gains and TSR outperformance provide a constructive backdrop for incentive realization over the FY2025–FY2027 PSU horizon .