Sean Cohan
H&R BLOCKAbout Sean Cohan
Independent director since 2021 (tenure 4 years), age 50. President of Bell Media Inc. (BCE subsidiary); previously Chief Growth Officer and President, International at Nielsen (Mar 2020–Jan 2023) and President, International & Digital Media at A+E Networks (2015–2018). Education: BA Economics (Harvard) and Master’s from Stanford Graduate School of Business. Core credentials: strategic, financial and operating leadership in global media and consumer businesses; transformation track record .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nielsen Holdings plc | Chief Growth Officer & President, International | Mar 2020–Jan 2023 | Led growth and international operations; departure followed $16B take-private . |
| A+E Networks | President, International & Digital Media | 2015–2018 | Led international and digital expansion . |
| Wheelhouse Group, LLC | President & Chief Business Officer | 2019–early 2020 | Senior leadership at diversified content venture . |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Bell Media Inc. (BCE Inc. subsidiary) | President; member of BCE leadership team | Current . |
| Parrish Art Museum | Board of Directors/Trustees; Co‑President | Current . |
| Banff World Media Festival | Board of Directors/Trustees | Current . |
| The Opportunity Network | Former Treasurer; current Board Member | Current . |
| FxM (private fintech media company) | Board Director | Current . |
Board Governance
- Committee assignments: Compensation Committee member; Governance & Nominating (G&N) Committee member .
- Chair roles: None (Compensation Chair: Matthew E. Winter; G&N Chair: Anu Gupta) .
- Independence: Board affirmatively determined Cohan is independent under NYSE and HRB Independence Standards .
- Attendance and engagement: FY2025 Board held 6 meetings; all incumbents attended ≥75% of Board and committee meetings, with overall attendance >95%. Directors encouraged to attend annual meetings; all current directors virtually attended last year’s annual meeting .
- Years of service: 4 years (rounded as of proxy date) .
- Board leadership: Independent Chairman required by governance documents; Richard A. Johnson appointed Chairman effective Apr 1, 2025 .
- Executive sessions: Led by the independent Chairman at each regular Board meeting .
- Other public boards service limit: ≤3 other public company boards; all nominees in compliance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Paid quarterly . |
| Committee Member Retainers | $10,000 (Comp), $7,500 (G&N) | Paid quarterly . |
| Chair Retainers | N/A for Cohan | Committee chair fees apply only to chairs . |
| Per-Meeting Fee | $1,500 | Only if total Board or committee meetings exceed 10 per fiscal year . |
| Fiscal Year | Fees Earned (Cash) | Stock Awards (DSUs, ASC 718) | Other | Total |
|---|---|---|---|---|
| FY2025 | $102,500 | $196,813 | $0 | $299,313 |
| FY2024 | $102,500 | $193,767 | $5,000 (Foundation match) | $301,267 |
- Director equity structure: Annual DSU grant ~$190,000; fully vested on grant; payable in shares 6 months post‑service; dividend equivalents accrue and pay at DSU settlement; hedging and pledging prohibited; non‑employee director ownership guideline = ≥5× annual cash retainer .
Performance Compensation
| Equity Type | Grant Date | Number/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| DSUs (annual director grant) | Nov 6, 2024 | $190,000 equivalent; Cohan FY2025 stock award fair value $196,813 | Fully vested at grant; payable 6 months after separation; dividend equivalents accrue | None (director DSUs are time‑vested; no TSR/financial metrics) . |
Directors do not receive options or performance share awards; as of June 30, 2025, no non‑employee directors had stock options outstanding .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Cohan; external roles are Bell Media (operating role) and nonprofit/private boards . |
| Committee roles at other companies | Not disclosed . |
| Interlocks/conflicts | No compensation committee interlocks disclosed; Compensation Committee comprised only of independent directors; no relationships requiring disclosure . |
| Related‑party transactions | Company states no related party transactions since beginning of FY2025 aside from those in executive compensation . |
Expertise & Qualifications
- Skill matrix: Operating experience; executive leadership; accounting/financial expertise; public company board & corporate governance; ESG expertise (as per HRB skills summary) .
Equity Ownership
| Holder | Beneficially Owned Shares | Share Units/Equivalents | Total | % of Class |
|---|---|---|---|---|
| Sean H. Cohan | 0 | 24,301 | 24,301 | * (<1%) |
- DSUs outstanding (as of June 30, 2025): 24,147 units (director DSU account; value tracks HRB stock; no voting rights) .
- Insider Trading Policy: Prohibits hedging, pledging, derivatives; applies to directors; stock ownership guidelines for non‑employee directors require ≥5× cash retainer; retain covered shares until guideline met .
Compensation Committee Analysis
- Committee activity: 5 meetings in FY2025; reviews CEO performance, executive compensation philosophy, STI/LTI plan design, and compensation risk assessment .
- Independent consultant: Compensation Advisory Partners LLC (CAP LLC) retained by Compensation Committee; assessed independent under SEC/NYSE; provides market and peer benchmarking advice; performs no other services for the Company .
- Interlocks: None; no executive officers of HRB served on compensation committees of companies where HRB Compensation Committee members served; all committee members independent .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote: 2024 say‑on‑pay approval ~98% of votes cast in favor, indicating strong shareholder support (also reiterated for FY2025 program in 2025 proxy summary ).
Governance Assessment
- Strengths:
- Independence and committee service (Compensation; G&N) support robust oversight of pay and governance .
- High overall Board/committee attendance and structured annual evaluations enhance effectiveness .
- Director pay mix balanced (cash + DSUs) with ownership guidelines; DSUs immediately vested but payable post‑service, aligning with long‑term holding .
- Strong compensation governance: double‑trigger change‑in‑control for executives; clawback policy; prohibitions on hedging/pledging; independent consultant .
- Watch items / potential conflicts:
- External operating role (President, Bell Media) implies significant time commitments; however, HRB limits directors to ≤3 other public boards and confirms compliance; no related‑party dealings disclosed .
- Director ownership appears primarily via DSUs with no direct share holdings; compliance with individual director ownership guidelines not disclosed (Board policy requires ≥5× cash retainer) .
No red flags identified in proxy related to attendance shortfalls, related‑party transactions, hedging/pledging, option repricings, or low say‑on‑pay support .
Notes
- Board and Committee meeting counts: Audit (4 in FY2025); Compensation (5); G&N (4); Finance (1) .
- Directors encouraged to attend annual meetings; all current directors attended last year’s meeting virtually .
- Beneficial ownership table and DSU accounting: Share units carry no voting rights; mirrors HRB stock value .