Gregory R. Adelson
JACK HENRY & ASSOCIATESAbout Gregory R. Adelson
Gregory R. Adelson, age 61, is President and Chief Executive Officer of Jack Henry & Associates (since July 2024) and joined the Board as a director on August 22, 2025. He previously served as COO (Nov 2019–Jun 2024), President of iPay Solutions after joining JKHY in 2011, and General Manager of JHA Payment Solutions (2014); he became an executive officer in 2018. Prior to JKHY, he held COO and President roles at several payment processing companies. Education not disclosed in the proxy. Company context under his leadership during fiscal 2025: revenue of $2.38B; non‑GAAP adjusted operating income achieved 100.1% of target; JKHY recorded 21 consecutive years of dividend increases (FY25 dividends paid: $165M). Company TSR since June 30, 2020 reflected $103.95 on a $100 initial investment versus $215.9 for the S&P 1500 Software & Services peer index.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack Henry & Associates | Chief Executive Officer | Jul 2024–present | Led executive transition from combined Chair/CEO to separated roles; maintained performance-focus with adjusted operating income at 100% of target. |
| Jack Henry & Associates | President | Jan 2022–present | Oversight of operating execution and strategy implementation. |
| Jack Henry & Associates | Chief Operating Officer | Nov 2019–Jun 2024 | Drove operations across business lines and infrastructure; predecessor to CEO role. |
| Jack Henry & Associates (iPay Solutions) | Group President | 2011–2014 | Led online bill pay business unit; scaled payments capabilities. |
| Jack Henry & Associates (JHA Payment Solutions) | General Manager | 2014–2018 | Managed payments solutions portfolio; advanced to executive officer in 2018. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Several payment processing companies (not named) | COO/President | ~10 years prior to 2011 | Payments domain leadership underpinning JKHY’s payments strategy. |
Fixed Compensation
| Item | FY2025 | Notes |
|---|---|---|
| Base Salary | $750,000 | Increased upon promotion to CEO effective Jul 1, 2024. |
| Target Annual Incentive (% of base) | 125% | Approved under Annual Incentive Plan. |
| Actual Annual Incentive Payout | $938,906 | 100.2% of target based on results; paid after FY end. |
| Say‑on‑Pay (prior year, FY2024 mtg) | 93% For | Stockholder support of executive pay program. |
Performance Compensation
FY2025 Annual Incentive (Cash)
| Metric | Weight | Target | Actual/Outcome | Payout Factor |
|---|---|---|---|---|
| Adjusted Operating Income | 75% | $571.2M pre‑bonus | $571.5M (100.1% of target) | 100.2% of target |
| Strategic Executive Goals | 25% | Qualitative (5 goals) | Determined at 100% for executive team | 100.0% of target |
| Total | 100% | — | — | 100.2% payout; CEO paid $938,906 |
Notes: Bonuses paid only if post‑bonus adjusted operating income ≥$540.7M threshold; adjusted for deconversion fees and approved non‑GAAP items.
FY2025 Long‑Term Incentive (Equity granted Aug 4, 2024)
| Award Type | Metric | Weight | Grant Date | Threshold | Target | Maximum | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|---|---|
| Performance Shares | Relative TSR vs Peer/Ref Peers | ~60% | Aug 4, 2024 | 5,288 sh | 10,575 sh | 21,150 sh | 3‑yr cliff | $2,206,580 |
| Performance Shares | Organic Revenue CAGR | ~20% | Aug 4, 2024 | 1,763 sh | 3,525 sh | 7,050 sh | 3‑yr cliff | $576,302 |
| Performance Shares | Non‑GAAP Op Margin Expansion | ~20% | Aug 4, 2024 | 1,763 sh | 3,525 sh | 7,050 sh | 3‑yr cliff | $576,302 |
| Time‑based RSUs | Service | ~40% of LTI value | Aug 4, 2024 | — | 11,750 sh | — | 1/3 annually over 3 yrs | $1,947,565 |
Key PSU targets: Organic revenue CAGR threshold/target/max = 6.5%/7.0%/8.5%; Op margin expansion threshold/target/max = 0.3%/0.7%/1.0%; TSR pays 50% at 25th percentile to 200% at ≥80th percentile.
Historical performance share results (FY2023 grant measuring through FY2025): TSR 34th percentile (52.7% payout); Organic revenue CAGR 6.8% (0% payout); Op margin expansion 0.9% (180% payout).
Mix and Design Highlights
- LTI mix emphasizes performance: ~60% PSUs, ~40% RSUs; options are not currently used (none granted in FY2025; last options granted in 2016).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 22,597 shares; <1% of outstanding. |
| Deferred Shares | Elected to defer 3,561 performance shares (excluded from beneficial ownership table). |
| Unvested RSUs at 6/30/2025 | 829 (2022 grant), 2,911 (2023 grant), 11,750 (2024 grant) = 15,490 total. |
| Unearned PSUs at 6/30/2025 (max potential) | 7,460 (2022), 13,100 (2023), 29,963 (2024). Values at $180.17/sh reflected in table totals. |
| Ownership Guidelines | CEO 6x base salary; retain 75% of after‑tax vested shares until compliant. |
| Compliance Status (as of 6/30/2025) | All covered executives in compliance or within 5‑year window. |
| Hedging/Pledging | Prohibited (no short sales, hedging, options trading, margin or pledging). |
| Section 16 Filings | Company reports all required filings were timely in FY2025. |
Vesting cadence and potential selling pressure: RSUs from the 8/4/2024 grant vest in approximately equal annual tranches over three years (11,750 total), while PSUs cliff-vest at three years subject to performance, concentrating potential settlement and liquidity events at cycle end.
Employment Terms
| Provision | Summary |
|---|---|
| Employment Contract | Company discloses no employment contracts with executive officers. |
| Severance Plan (non‑CIC) | CEO: 2x base salary (paid over 2 years), prorated current‑year bonus (at actual plan outcome), lump sum 18 months health premiums. |
| Severance Plan (CIC, double‑trigger) | CEO: 2x base salary + 2x target bonus (lump sum), prorated target bonus, 18 months health premiums; equity: RSUs vest if assumed then vest on qualified termination; PSUs convert to time-based at ≥target (TSR at greater of target or actual-to‑date) and vest on qualified termination. |
| Estimated Benefits as of 6/30/2025 (CIC + QT) | Cash $4,312,500; Welfare $50,739; Equity vesting value $7,818,477; Total $12,181,717. |
| Estimated Benefits as of 6/30/2025 (non‑CIC) | Cash $2,437,500; Welfare $50,739; Total $2,488,239. |
| Restrictive Covenants | Two‑year post‑employment non‑compete and non‑solicit, non‑disparagement required for severance; equity retirement provisions require ongoing compliance with restrictive covenants. |
| Clawback | Executive compensation clawback adopted Nov 2023 per Nasdaq listing standards. |
| Perquisites | Aircraft time‑sharing allowed only with reimbursement of incremental costs; CEO reimbursed the company in FY2025. |
Board Governance
- Role: CEO and Director (appointed August 22, 2025). Not independent as a current employee.
- Board leadership: Chair and CEO roles are separated (Chair: David B. Foss; CEO: Adelson) since July 1, 2024; independent Lead Director in place.
- Committee service: All committees are fully independent; as an inside director, Adelson does not serve on the independent committees.
- Director compensation: Employee directors do not receive separate board compensation (applies to Adelson).
- Meetings and independence: The Board held 4 regular and 2 special meetings; independent directors met in 4 executive sessions; 8 of 10 nominees are independent.
Director Compensation (for context; not applicable to Adelson)
Non‑employee directors received a $70,000 cash retainer (with additional chair/committee retainers) and ~$200,000 annual RSU grant in FY2025; employee directors receive no board fees.
Compensation Structure Analysis
- Alignment: High at‑risk mix; annual bonus tied 75% to adjusted operating income and 25% to strategic goals; LTI ~60% PSUs and ~40% RSUs.
- Rigor: FY2025 operating income target set from budget; payout required meeting threshold; outcome near target (100.1%) led to 100.2% payout—tight coupling to plan.
- LTI hurdles: PSU targets for organic growth (≥6.5% threshold) and margin expansion (≥0.3% threshold) are explicit; 2023 cycle outcomes (0% organic growth PSU, 180% margin PSU, 52.7% TSR PSU) indicate both under‑ and out‑performance were possible—suggesting balanced difficulty.
- Shareholder protections: No single‑trigger vesting; double‑trigger CIC; no tax gross‑ups; robust clawback; hedging/pledging prohibited.
- Market positioning: Pay design informed by peer data targeting around the 50th percentile; Meridian engaged as independent consultant.
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 93% approval at the November 2024 annual meeting.
- Governance changes: 2025 adoption of a new Equity Incentive Plan with stockholder‑friendly features (e.g., 1‑year minimum vesting, no repricing without approval).
Compensation Committee & Peer Group
- Committee: Human Capital & Compensation Committee is fully independent; utilizes Meridian Compensation Partners as independent advisor.
- Peer Group: ACIW, BR, CPAY, DOCU, EEFT, EXLS, FDS, FICO, G, MORN, PTC, SSNC, TYL, VRNT, WEX; Reference Peers: Fiserv, FIS.
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited—reduces misalignment risk.
- Options: No repricing and options are not a current component (last granted 2016).
- Related party transactions: None disclosed involving Adelson.
- Section 16 compliance: All timely.
- Clawback: In place.
Investment Implications
- Pay‑for‑performance linkage is strong: FY2025 bonuses paid near target only because operating income landed at 100.1% of target; LTI metrics carry real downside/upsides as shown by the 2023 cycle’s mixed PSU outcomes. This reduces risk of overpayment and aligns with shareholder value creation.
- Near‑term selling pressure likely moderate: RSUs vest in equal thirds (not front‑loaded) and PSUs cliff‑vest, concentrating any sizeable settlements at cycle end; ownership guidelines and 75% net‑share holding requirement further temper sales.
- Retention: Double‑trigger CIC protections, defined severance, and ongoing RSU/PSU overhang support retention while maintaining shareholder protections (no single‑trigger, no gross‑ups).
- Governance: Separation of Chair and CEO with independent Lead Director and fully independent committees mitigates dual‑role concerns of CEO as director; employee directors receive no board fees.