Lisa M. Nelson
JACK HENRY & ASSOCIATESAbout Lisa M. Nelson
Lisa M. Nelson, age 62, is an independent director of Jack Henry & Associates (JKHY) since 2024. She is Chief Executive Officer of the Financial & Corporate Compliance (FCC) Division at Wolters Kluwer, and previously served as President, International at Equifax with prior leadership roles at FICO and eFunds; she holds an MBA from the University of St. Thomas . The Board classifies her as independent under Nasdaq rules, with the Governance Committee determining that her relationships do not impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equifax, Inc. | President, International; President Equifax Australia & New Zealand; President & GM Equifax Canada; Corporate SVP & Enterprise Alliance Leader | 2011–Mar 2025 (at Equifax until Mar 2025) | Global P&L, alliances, multi-geography leadership |
| Fair Isaac Corporation (FICO) | Executive leadership roles | 2004–2011 | Financial services data analytics leadership |
| eFunds Corporation (acquired by FIS in 2007) | Executive roles | 1998–2003 | Payments services operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wolters Kluwer (Financial & Corporate Compliance Division) | Chief Executive Officer | 2025–present | Leads global regulatory compliance, legal entity management, and fintech solutions |
| Other public company directorships | — | — | None disclosed in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Committee Assignments | Audit Committee (member); Governance Committee (member) |
| Committee Chairs | None (not a chair) |
| Attendance | Each director attended ≥75% of Board and relevant committee meetings in FY2025 |
| Executive Sessions | Four executive sessions of independent directors in FY2025 |
| Years of Service | Director since 2024 |
| Lead Independent Director | Matthew C. Flanigan (Lead Director) |
| Board/Committee Independence | All Board committees comprised solely of independent directors |
| Board Limits & Refreshment | Max 3 other public boards; age cap 72 (exceptions rare); 12-year term limit for directors first elected after May 14, 2021 |
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $91,450 |
| Stock Awards (RSUs, grant-date fair value) | $199,870 |
| Option Awards | $0 (no option awards) |
| Total | $291,320 |
Director compensation structure (FY2025):
- Annual cash retainer: $70,000
- Committee retainers: Audit $20,000; Governance $10,000
- Committee chair retainers: Audit/Human Capital & Compensation/Risk & Compliance $25,000; Governance $15,000
- Equity: Annual $200,000 in restricted stock units (RSUs) to non-employee directors
- Deferred compensation: Non-employee directors may defer RSUs; at least one director elected deferral in FY2025 (not identified by name)
Performance Compensation (Director)
| Performance-linked element | Status |
|---|---|
| Performance metrics tied to director compensation (e.g., TSR, revenue, margin) | None disclosed; non-employee director equity is time-based RSUs, not performance-based |
Other Directorships & Interlocks
| Entity | Relationship to JKHY | FY2025 Dollar Amounts | Notes |
|---|---|---|---|
| Wolters Kluwer (Ms. Nelson’s employer) | Reseller relationship: JKHY sells certain WK products to its customers, passes through license fees, and shares maintenance revenue per an established sharing arrangement | ~$8.4 million distributed by JKHY to WK; JKHY paid WK < $10,000 for enterprise software services; JKHY received ~$12,000 in vendor integration fees | |
| Equifax, Inc. (Ms. Nelson former role until Mar 2025) | Partner agreement under which JKHY is paid a fee when customers purchase the linked interface solution | ~$45,000 in FY2025 fees paid by Equifax to JKHY |
Independence assessment and approvals:
- Governance Committee determined Ms. Nelson remains independent; amounts were far below Nasdaq’s 5% threshold and less than 1% of the recipient’s revenue .
- Audit Committee reviewed and approved the Wolters Kluwer relationship under the Related Party Transaction Policy; Equifax-related amounts did not meet “related party transaction” thresholds requiring approval; independence affirmed .
Expertise & Qualifications
- CEO-level leadership in regulatory compliance and financial services technology; >25 years in financial services, data analytics, and fintech; experience leading global teams and strategic acquisitions/growth programs .
- MBA, University of St. Thomas .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,524 shares (includes RSUs that vest within 60 days of Sept 16, 2025) |
| % of Shares Outstanding | <1% |
| RSUs (unvested/vest timing) | Includes 1,159 RSUs that vest on the earlier of the day before the Annual Meeting or Nov 15, 2025 |
| Ownership Guidelines (Directors) | 5x annual director cash retainer; 5-year compliance window; retain 75% of net shares until met |
| Hedging/Pledging | Prohibited (no hedging, no pledging, no short sales, no options) |
| Recent Insider Transactions | No Form 4 insider transactions found for “Lisa M. Nelson” at JKHY from 2024-01-01 to 2025-11-20 (insider-trades tool query; none returned). |
Governance Assessment
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Strengths
- Independent director with deep fintech, data analytics, and regulatory compliance background relevant to JKHY’s banking/fintech end-markets .
- Serves on Audit and Governance Committees; all committees are independent; Board has robust independence posture and regular executive sessions .
- Director stock ownership policy (5x cash retainer) with 75% net retention until met; prohibited hedging/pledging aligns incentives with shareholders .
- Board-level guardrails: age cap, term limits for newer directors, outside-board cap, majority voting policy – all positive for board refreshment and accountability .
- FY2024 say-on-pay approval was 93%, indicating broad shareholder support for compensation governance .
-
Watch items / potential conflicts
- Wolters Kluwer reseller relationship (Ms. Nelson is CEO of the relevant division) involves significant pass-through activity (~$8.4M distribution to WK in FY2025), plus minor software services and integration fees; Audit Committee reviewed/approved and Governance Committee affirmed independence given amounts are <1% of revenue and well below Nasdaq 5% threshold .
- Equifax partner fees ($45k to JKHY in FY2025) while Ms. Nelson was at Equifax until March 2025; amounts below related-party thresholds; independence affirmed .
- Attendance disclosure is aggregate (≥75% for all directors); no individual issue disclosed, but no granular per-director attendance rates provided .
-
Net assessment: Governance framework and independence controls are strong; disclosed commercial ties are immaterial relative to thresholds and reviewed/approved under policy, but merit routine monitoring for magnitude/trend.
Notes on Director Compensation Structure (Context)
| Element | Policy/Structure |
|---|---|
| Cash vs. Equity | Cash retainers for Board and committees; annual equity in RSUs for directors; no director options in FY2025 |
| Deferral | RSU deferral permitted under the Non-Employee Director Deferred Compensation Plan; at least one director deferred in FY2025 (not named) |
| Clawback | Company has an executive compensation clawback policy compliant with Nasdaq; applies to executive officers (general governance context) |
All data points above reflect the latest Jack Henry & Associates 2025 DEF 14A filed October 2, 2025, unless otherwise noted by the insider-trades tool. Citations are included inline.