David B. Foss
JACK HENRY & ASSOCIATESAbout David B. Foss
David B. Foss, age 64, is Board Chair of Jack Henry & Associates (JKHY); he first became Board Chair on July 1, 2021, served as Executive Board Chair from July 1, 2024 through June 30, 2025, and returned to non-executive Board Chair upon ceasing to be an executive officer on July 1, 2025; he has served as a director since 2017 and previously was CEO (2016–2024) and President (2014–Jan 2022) . His background includes senior leadership and integration roles inside JKHY (ProfitStars, acquisitions, complementary solutions, open systems) and prior industry roles at BancTec, Advanced Computer Systems, and NCR, underpinning deep financial services and technology operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jack Henry & Associates | Board Chair | Jul 1, 2021 – present | Board leadership; independent directors hold executive sessions; Lead Director coordinates independent oversight . |
| Jack Henry & Associates | Executive Board Chair | Jul 1, 2024 – Jun 30, 2025 | Supported CEO transition; assessed product strategic fit; assisted technology modernization; strategic goals paid at 100% of target . |
| Jack Henry & Associates | Chief Executive Officer | Jul 1, 2016 – Jun 30, 2024 | CEO stewardship; long-term incentives tied to TSR, organic revenue CAGR, and margin expansion in prior cycles . |
| Jack Henry & Associates | President | 2014 – Jan 2022 | Executive leadership across divisions . |
| Jack Henry & Associates | President, ProfitStars Division | 2009 – 2014 | Led solutions unit . |
| Jack Henry & Associates | General Manager, ProfitStars | 2006 – 2009 | Division GM . |
| Jack Henry & Associates | GM, Acquisition & Business Integration | 2004 – 2006 | Oversaw 10 acquisitions . |
| Jack Henry & Associates | GM, Complementary Solutions Group | 2000 – 2004 | Business unit GM . |
| Jack Henry & Associates | President, Open Systems Group | 1999 – 2004 | Product group leadership . |
| BancTec; Advanced Computer Systems; NCR | Various senior roles | Pre-1999 | Operations, sales management, supervisory roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNO Financial Group, Inc. (NYSE: CNO) | Director | Current | Public company board service . |
| geniant, LLC (private) | Director | Current | Technology/design consulting; private company role . |
Board Governance
- Independence status: Foss is not independent under Nasdaq rules because he was an employee within the past three years; the Board identifies eight of ten nominees as independent (Foss and Adelson are non-independent) .
- Leadership structure: Chair and CEO roles have been separated since July 1, 2024; independent “Lead Director” Matthew C. Flanigan has served since 2012 to coordinate independent oversight .
- Committees and FY2025 meetings: Audit (Chair: Thomas H. Wilson Jr.; 13 meetings), Human Capital & Compensation (Chair: Tammy S. LoCascio; 7 meetings), Governance (Chair: Curtis A. Campbell; 4 meetings), Risk & Compliance (Chair: Thomas A. Wimsett; 7 meetings); all committee members are independent; Foss is not listed as a member of these committees .
- Attendance and engagement: The Board held four regular and two special meetings; each director attended at least 75% of Board and applicable committee meetings; independent directors met in four executive sessions; all directors attended the Annual Meeting on November 12, 2024 .
- Director stock ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer; all directors were compliant or within the 5-year window as of June 30, 2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary (as Executive Board Chair) | $500,000 | Reduced 42.2% upon transition from CEO effective July 1, 2024 . |
| Director Fees | N/A | As an employee in FY2025, Foss did not receive separate director compensation; non-employee director fees are summarized below . |
Non-employee director compensation structure (FY2025): Cash retainers—Board retainer $70,000; Lead Director $50,000; Audit $20,000; HC&C and Risk $15,000; Governance $10,000; Chair adders $25,000 (Audit/HC&C/Risk), $15,000 (Governance); annual equity $200,000 in RSUs; paid quarterly in arrears; RSUs eligible for deferral under the Non-Employee Director Deferred Compensation Plan .
Performance Compensation
| Metric/Instrument | Target/Design | FY2025 Outcome/Grant | Vesting/Terms |
|---|---|---|---|
| Annual Incentive (cash) | Target 100% of base; 75% adjusted operating income vs budget; 25% strategic goals; individual modifier ±25% | Adjusted operating income achieved 100.1% of budget; strategic goals 100%; payout 100.2% of target; Foss received $500,750 | One-year performance period; no individual modifier applied . |
| RSU grant (time-based) | RSUs only in FY2025 (no PSUs for Foss) | 14,687 RSUs granted 8/4/2024; grant-date fair value $2,467,416 | Foss’s RSUs vest after one year (others vest in 3 installments); settlement in stock or cash . |
| Retirement RSU vesting | Retirement definition and covenants (non-compete/non-solicit/non-disparagement); continued vesting if eligible | Unvested RSUs continuing to vest upon eligible retirement valued at $2,790,833 as of 6/30/2025 | Requires six months’ notice; must remain full-time for six months post-award; covenant breach forfeits non-settled awards . |
| Performance Shares (design) | For FY2025 grants to other NEOs: 60% TSR vs peer group; 20% organic revenue CAGR; 20% non-GAAP adjusted operating margin expansion; threshold/target/max set; COC terms allow vesting at target/pro-rata | Foss did not receive PSUs in FY2025; prior 2023 cycle results: TSR 3.48% (34th percentile) → 52.7% payout; Organic Revenue CAGR 6.8% → 0% payout; Operating Margin Expansion 0.9% → 180% payout | FY2025 PSU thresholds: TSR ≥25th percentile; Organic CAGR threshold 6.5%; Margin expansion threshold 0.3%; max payout at stated levels; pro-rata vesting on retirement; defined COC vesting mechanics . |
Other Directorships & Interlocks
| Company | Relationship to JKHY | Potential Interlock/Conflict Notes |
|---|---|---|
| CNO Financial Group, Inc. | No related party transactions disclosed with Foss; no JKHY customer disclosure tied to Foss | Public company directorship; no related transactions reported for Foss . |
| geniant, LLC | Private | Private role; no related party exposure disclosed . |
Expertise & Qualifications
- Skills matrix indicates Foss provides expertise in leadership, finance, financial services industry, regulatory compliance, other public company board/governance, technology and innovation, strategy and M&A, and risk management/cybersecurity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David B. Foss | 153,085 | <1% | Includes holdings per Rule 13d-3 (vested/exercisable within 60 days and RSUs vesting within 60 days) . |
| Option Exercises (FY2025) | 11,685 shares; value realized $2,010,521 | — | Exercises across multiple dates; vesting activity also occurred . |
| Stock Awards Vested (FY2025) | 39,862 shares; value realized $6,868,833 | — | Value based on closing prices on specified dates . |
| Ownership Guidelines | Exec ownership requirement 6x base salary; directors 5x cash retainer; all compliant or within window at 6/30/2025 | — | Policy excludes options and performance shares; retention of 75% of net shares until compliance . |
| Hedging/Pledging | Prohibited for directors/executives/employees (short sales, derivatives, margin, pledging, etc.) | — | Trading policy applies broadly; exceptions only under approved 10b5-1 plans . |
Fixed Compensation (Director Program Overview)
| Element | FY2025 Amount | Applicability |
|---|---|---|
| Annual Cash Board Retainer | $70,000 | Non-employee directors only (Foss not eligible in FY2025 as employee) . |
| Lead Director Retainer | $50,000 | Non-employee directors . |
| Committee Retainers | Audit $20,000; HC&C $15,000; Risk $15,000; Governance $10,000 | Non-employee directors . |
| Committee Chair Adders | Audit/HC&C/Risk $25,000; Governance $15,000 | Non-employee directors . |
Performance Compensation (Detailed Metrics Table – FY2025 Annual Incentive)
| Measure | Weight | Target Definition | Actual FY2025 | Payout Factor | Payout ($) |
|---|---|---|---|---|---|
| Adjusted Operating Income vs Budget | 75% | Budgeted adjusted operating income | 100.1% of budget | 100.2% overall payout including strategic | $500,750 |
| Strategic Goals (Executive Board Chair) | 25% | CEO transition support; product strategic fit; technology modernization initiatives | 100% achievement | 100.2% overall payout including AOI | $500,750 |
Potential Conflicts and Related-Party Exposure
- No related-party transactions disclosed involving Foss; audit committee reviews and pre-approves per policy; several other directors have customer relationships vetted and approved; none impair independence of those directors per Governance Committee .
- Trading policy prohibits hedging and pledging, reducing alignment risks; Section 16(a) filings were timely for FY2025 .
Compensation Committee Analysis and Peer Benchmarking
- HC&C Committee is fully independent; uses an independent advisor; peer benchmarking roughly targeted at the 50th percentile for aggregate long-term incentives; FY2025 long-term mix for NEOs was ~60% PSUs and ~40% RSUs; Foss received RSUs only in FY2025 .
- Say-on-pay support was strong: 93% approval at November 2024 Annual Meeting; FY2025 approach maintained prior structure, emphasizing pay-for-performance .
Governance Assessment
- Independence risk: As a recently transitioned former CEO, Foss is non-independent for Nasdaq purposes; the Board mitigates with an independent Lead Director and regular executive sessions without management (four in FY2025), and all committees are entirely independent .
- Alignment signals: Significant share ownership, realized vesting values, and strict trading prohibitions (no hedging/pledging) support investor alignment; executive and director ownership guidelines enforced with retention requirements; Foss met guideline framework as part of covered individuals at fiscal year-end .
- Pay-for-performance: FY2025 variable cash paid near target (100.2%) driven by budgeted adjusted operating income achievement (100.1%) and strategic goal completion; prior-cycle PSU outcomes demonstrate rigor (TSR payout 52.7%, Organic CAGR 0%, Margin Expansion 180%) .
- RED FLAGS: None disclosed for Foss regarding related-party transactions, hedging/pledging, or option repricing; non-independence is a governance consideration due to recent executive status, but structure (Lead Director; independent committees) provides counterbalances .
Overall, Foss brings deep operational and industry expertise as Board Chair with robust ownership alignment and structured checks on independence; governance architecture (Lead Director, independent committees, executive sessions) helps maintain board effectiveness and investor confidence while his compensation during FY2025 reflected a transition from CEO to Executive Board Chair with RSUs and targeted bonus metrics aligned to the company’s strategic and financial objectives .