Matthew C. Flanigan
JACK HENRY & ASSOCIATESAbout Matthew C. Flanigan
Matthew C. Flanigan (age 63) serves as Vice Chair and Lead Director of Jack Henry & Associates, Inc. and has been a director since 2007; he was appointed Lead Director by the independent directors in 2012 and is classified as an independent director under Nasdaq rules . He is the former Executive Vice President and Chief Financial Officer of Leggett & Platt, Incorporated (retired 2019), where he became CFO in 2003, EVP in 2009, and served on the Leggett & Platt board from 2010 to 2019; earlier roles included President of the Office Furniture and Plastics Components Groups (1999–2003) and 13 years in banking, including 10 years as First Vice President and Manager for Société Générale in Dallas . He currently serves as a director of Performance Food Group Company and previously served on the board of Fast Radius, Inc. (2021–2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leggett & Platt, Inc. (NYSE: LEG) | Executive Vice President; Chief Financial Officer; Director | CFO (from 2003), EVP (from 2009), Director (2010–2019); retired 2019 | Senior finance leadership and board service at a global manufacturer |
| Leggett & Platt, Inc. | President, Office Furniture and Plastics Components Groups | 1999–2003 | Operating leadership roles |
| Société Générale S.A. (Dallas) | First Vice President & Manager | ~10 years within 13 years in banking | Credit and banking experience; largest non-U.S. lender in SW U.S. at the time |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Performance Food Group Company (NYSE: PFGC) | Director | Current | Fortune 100 food distribution company |
| Fast Radius, Inc. (Nasdaq: FSRD) | Director | 2021–2023 | Cloud manufacturing/digital supply chain company |
| Leggett & Platt, Inc. (NYSE: LEG) | Director | 2010–2019 | Public company board service concurrent with LEG CFO/EVP tenure |
Board Governance
- Independence and leadership: Independent director; Lead Director since 2012 with responsibilities to coordinate independent director activities, set agendas with the Chair, and chair executive sessions; executive sessions of independent directors occurred at each Board meeting (four during FY2025) .
- Committees: Serves on Audit and Human Capital & Compensation (HC&C) Committees; designated by the Board as an “audit committee financial expert” .
- Attendance and engagement: The Board held 4 regular and 2 special meetings in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the November 12, 2024 Annual Meeting .
- Governance standards: Directors limited to three other public company boards; retirement age 72 (exceptions possible); 12-year service limit applies only to directors first elected after May 14, 2021; stockholder rights include proxy access; special meeting threshold updated to 25% in May 2025 .
| Committee | Membership/Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 13 | Oversees auditor, ICFR, related-party transactions, and financial reporting risks |
| Human Capital & Compensation | Member | 7 | Oversees executive/director pay, incentive plans, and compensation risk |
| Governance | Not a member | 4 | Director nominations, governance policy, Board evaluations |
| Risk & Compliance | Not a member | 7 | Enterprise and operational risk oversight, including cybersecurity |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Source/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $156,450 | Includes board and committee retainers; Lead Director premium applies |
| Stock Awards (RSUs) – Grant Date Fair Value | $199,870 | Annual non-employee director RSU grant |
| Options Awards | — | No options granted to directors in FY2025 |
| Non-Equity Incentive Plan Compensation | — | Directors are not eligible for Company non-equity incentive plans |
| All Other Compensation | — | — |
| Total | $356,320 | Sum of cash and RSU grant-date value |
Director Compensation Framework (FY2025):
- Annual cash retainer: $70,000; Lead Director: +$50,000; committee retainers—Audit: $20,000; HC&C and Risk: $15,000; Governance: $10,000; committee chair premiums—Audit/HC&C/Risk: +$25,000; Governance Chair: +$15,000; annual equity: $200,000 in RSUs .
- Deferrals: RSU awards may be deferred under the Non-Employee Director Deferred Compensation Plan; one director elected deferral in FY2025 .
Performance Compensation
- Directors do not receive performance-based incentives. Annual equity compensation is delivered as time-based RSUs; no stock options and no performance-conditioned equity for non-employee directors were granted in FY2025 .
- Vesting mechanics: For non-employee directors, RSUs are granted annually and vest from one annual meeting to the next annual meeting cycle; as of June 30, 2025, each then-serving non-employee director (other than Ms. Fiegel) held 1,159 unvested RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Performance Food Group Company (NYSE: PFGC) |
| Prior public company boards | Leggett & Platt, Inc. (NYSE: LEG) 2010–2019; Fast Radius, Inc. (Nasdaq: FSRD) 2021–2023 |
| Compensation Committee interlocks | During FY2025, HC&C Committee members included LoCascio, Miyashiro, Flanigan, and Campbell; the company reported no other interlocks and no insider participation required to be reported |
Expertise & Qualifications
- Financial expert with deep CFO experience; designated “audit committee financial expert” .
- Skills matrix indicates strengths in Leadership, Finance, Financial Services Industry, Regulatory Compliance, Other Public Company Board/Governance, Strategy & M&A, and Risk Management & Cybersecurity .
- Industry and banking background adds risk, compliance, and capital markets perspectives .
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 44,894 | As of Sept. 16, 2025 |
| Ownership as % of shares outstanding | <1% | As disclosed in proxy |
| Unvested director RSUs | 1,159 | As of June 30, 2025; standard director grant |
| Stock ownership guidelines | 5x annual director cash retainer | Applies to all non-employee directors |
| Compliance status | In compliance or within 5-year window (as of 6/30/2025) | Board-wide status |
| Hedging/pledging | Prohibited for directors and employees | No hedging, short sales, pledges, or options trading in Company stock |
Related-Party Exposure and Conflicts
- The Company’s Related Party Transactions section for FY2025 lists transactions involving other directors and affiliated entities; no transactions involving Mr. Flanigan were disclosed. The Audit Committee reviews and approves related-party transactions under a written policy .
- Independence reaffirmed by the Governance Committee under Nasdaq standards; no relationships identified that would impair independence .
Insider Trades and Section 16 Reporting
| Item | FY2025 Status |
|---|---|
| Section 16(a) reporting compliance | The Company believes all required filings were made timely for FY2025 |
| Insider trading activity | The proxy does not list individual Form 4 transactions; only filing timeliness is disclosed |
Governance Assessment
- Strengths: Long-standing independent Lead Director with explicit responsibilities; dual-committee service including Audit (as financial expert); no disclosed related-party transactions; strong director ownership guidelines and anti-hedging/pledging policies; solid attendance and engagement .
- Considerations: Tenure since 2007 implies >15 years of service; while Board has term-limit policy (12 years) for directors first elected after May 14, 2021, it does not retroactively apply, so institutional knowledge is balanced against potential entrenchment risk .
- Pay alignment: Mix of cash retainers (including Lead Director premium) and time-based RSUs; no performance pay or options for directors, aligning with standard governance practice for board independence and risk oversight .