Victoria Reich
H&R BLOCKAbout Victoria J. Reich
Victoria J. Reich is an independent director of H&R Block (HRB), serving since 2011; she is 67 years old, chairs the Audit Committee, and sits on the Finance Committee . The Board’s independence review affirmatively determined she is independent under NYSE standards and company Independence Standards . Reich is designated an “audit committee financial expert” by the Board, reflecting deep finance and accounting expertise . Her background includes senior finance leadership roles at United Stationers (Essendant), Brunswick Corporation, and 17 years at General Electric; she holds a B.S. in Applied Mathematics–Economics from Brown University . Her HRB Board tenure is approximately 14 years as of the proxy date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Stationers Inc. (Essendant) | Senior Vice President & Chief Financial Officer | 2007–2011 | Led finance for a major B2B distributor |
| Brunswick Corporation | President, Brunswick European Group | 2003–2006 | Operated pan-European business; operational leadership |
| Brunswick Corporation | Senior Vice President & Chief Financial Officer | 2000–2003 | Corporate CFO; capital allocation, controls |
| Brunswick Corporation | Vice President & Controller | 1996–2000 | Corporate controllership |
| General Electric Company | Various financial management roles | 17 years | GE finance management track |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Ecolab Inc. | Director | Audit Committee; Governance Committee |
| Ingredion Incorporated | Director | Chairman of the Audit Committee |
Board Governance
- Committee assignments: Audit Committee Chair; member, Finance Committee . Audit Committee met 4 times and Finance Committee met once in FY2025 .
- Attendance: Each incumbent director attended at least 75% of aggregate Board/committee meetings; overall incumbent attendance exceeded 95% in FY2025 .
- Independence: Board affirmatively determined Reich is independent; all members of Audit, Compensation, and G&N committees are independent .
- Expertise: Reich, Johnson, and Winter are each designated audit committee financial experts under SEC criteria .
- 2025 shareholder vote: Reich received 101,252,829 votes “For,” 1,820,024 “Against,” and 173,703 “Abstentions”; broker non-votes 9,942,389 .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard cash retainer |
| Audit Committee Chair retainer | $35,000 | Chair fee |
| Finance Committee member retainer | $5,000 | Member fee |
| Total cash (fees earned) | $125,000 | As reported for Reich |
| Annual equity retainer (DSUs) – board approved value | $190,000 | Granted in DSUs, generally after Annual Meeting; fully vested at grant |
| Stock awards (ASC 718 grant-date fair value) | $196,813 | Reported for Reich in FY2025 |
| DSUs outstanding (as of 6/30/2025) | 110,803 units | Deferred stock unit balance |
| All other compensation (foundation matching) | $5,000 | 501(c)(3) match |
| Per-meeting fee policy | $1,500 per meeting if >10 meetings | Applies to Board/committee meetings above threshold |
| Director compensation cap | $750,000 | Aggregate cash+equity cap per director per calendar year under 2018 Plan |
Performance Compensation
| Metric/Term | Details |
|---|---|
| Equity vehicle | Deferred Stock Units (DSUs); no options granted to non-employee directors |
| Grant timing | Typically immediately following director election at Annual Meeting; FY2025 grants on November 6, 2024 |
| Vesting | DSUs are fully vested at grant |
| Settlement | DSUs payable in shares six months after termination of Board service; earlier upon death to beneficiary (within 90 days) |
| Dividends | No dividends on DSUs pre-settlement; dividend equivalents accrue and pay at settlement |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Ownership guideline | Must hold qualifying equity ≥5× annual cash retainer; retain covered shares until guideline met |
Note: HRB director equity is retentive, not performance-conditioned; there are no director PSUs or option awards disclosed for Reich in FY2025 .
Other Directorships & Interlocks
| Company | Industry Link to HRB | Potential Interlock/Conflict Considerations |
|---|---|---|
| Ecolab Inc. | Water, hygiene, infection prevention solutions; not a direct HRB competitor | No related-party transactions disclosed; Board reviews and approves any related-party transactions >$120k; none since FY2025 other than executive comp items |
| Ingredion Incorporated | Ingredient provider; not a direct HRB competitor | Same as above; no related-party transactions disclosed |
- Director service limits: Governance Guidelines cap directors at ≤3 other public company boards (in addition to HRB); all nominees currently in compliance .
Expertise & Qualifications
- Extensive financial management and executive leadership experience as CFO (United Stationers) and President/CFO roles at Brunswick; 17 years in GE finance .
- Audit committee financial expert designation; financial literacy across Audit Committee membership .
- Board skills matrix indicates Reich’s operating experience, executive leadership, accounting/financial expertise, ERM experience, corporate governance, and ESG expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | Share Units/Equivalents | Total | Percent of Class |
|---|---|---|---|---|
| Victoria J. Reich | 4,484 | 111,517 | 116,001 | * (does not exceed 1%) |
Footnotes:
- Share units/equivalents include DSUs and plan share equivalents; units mirror common stock value but have no voting rights .
- “Percent of class” asterisk denotes <1% of outstanding shares .
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation, supporting robust financial oversight; formal ERM and cybersecurity oversight processes through Audit Committee; high overall Board/committee attendance and virtual annual meeting participation; strong shareholder support in 2025 director election; prohibitions on hedging/pledging and director ownership guidelines align interests .
- Director pay structure: Balanced cash ($125k) and equity (DSUs, $190k board-approved; $196,813 ASC 718 value) consistent with market practice; equity fully vested and deferred until departure, promoting long-horizon alignment; aggregate cap under shareholder-approved plan .
- Shareholder signals: Advisory “say-on-pay” approval in 2024 was ~98% in favor; 2025 say-on-pay votes totaled 99,595,441 “For,” 3,305,513 “Against,” and 345,602 “Abstentions” (strong support for compensation program governance context) .
- Conflicts/Related-party: No related-party transactions involving directors/officers since FY2025 other than standard compensation matters; mandatory review process in place .
- Potential watch items: Time commitments across multiple audit roles at other public companies can pose workload risks, but HRB’s governance guidelines limit outside boards and the Board affirmed her independence and committee eligibility; no attendance or ownership guideline shortfall disclosed .
RED FLAGS: None identified in filings—no pledging/hedging, no related-party transactions, and strong voting support for Reich’s election .