Mimi Carsley
JACK HENRY & ASSOCIATESAbout Mimi Carsley
Mimi L. Carsley, age 56, has served as Chief Financial Officer and Treasurer of Jack Henry & Associates (JKHY) since September 2022, after senior finance and corporate development roles at Avantax/Blucora, LPL Financial, and Microsoft. Under JKHY’s performance framework, executive incentives are tied to adjusted operating income, relative TSR, organic revenue CAGR, and operating margin expansion; for the three-year period ending FY2025, JKHY’s TSR was 3.48% (34th percentile vs peers; 52.7% payout), organic revenue CAGR 6.8% (0% payout), and operating margin expansion 0.9% (180% payout) . FY2025 company results included revenue of $2.38B, non-GAAP adjusted operating income of $571.5M, and net income of $455.7M, with dividends of $165M paid .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avantax/Blucora (rebranded; acquired by Cetera in 2023) | Treasurer; SVP FP&A & Procurement; Interim CFO | 2020–2022; 2020; 2020 | Led treasury, FP&A, procurement; served interim CFO supporting technology-enabled tax-focused financial solutions |
| LPL Financial Holdings (Nasdaq: LPLA) | Treasurer & EVP Corporate Development | 2015–2017 | Drove corporate development for independent advisor solutions provider |
| Microsoft | Various roles culminating as Senior Director Strategy, Entertainment & Devices Division | Ten+ years | Strategic leadership within consumer/entertainment devices; long-tenured Fortune 100 finance/strategy experience |
External Roles
No external public-company directorships or committee roles disclosed for Ms. Carsley in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 475,000 | 496,375 | 525,516 |
| Stock Awards ($, grant-date fair value) | 1,479,246 | 1,684,218 | 1,980,866 |
| Non-Equity Incentive ($) | 356,517 | 577,097 | 534,083 |
| All Other Compensation ($) | — | 26,506 | 20,576 |
| Total Compensation ($) | 2,310,763 | 2,784,196 | 3,061,041 |
Additional salary context: FY2025 CFO base salary set at $533,283 (3.0% increase effective January 2025) .
Performance Compensation
Annual Incentive (FY2025)
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Operating Income | 75% | $540.7M post-bonus (pre-bonus target $571.2M) | $571.5M pre-bonus (100.1% of target) | 100.2% | Paid after FY-end |
| Strategic Executive Goals | 25% | HC&C Committee holistic assessment | 100% achievement; no individual modifier | 100% | Paid after FY-end |
| Total Annual Bonus (Carsley) | — | 100% of base salary target | — | 100.2% of target; $534,083 | Paid in following fiscal year |
Long-Term Incentives (FY2025 grant structure and FY2023 outcomes)
| Component | Weighting | FY2025 Target Design | FY2023 Actuals (3-year ending FY2025) | Payout | Vesting |
|---|---|---|---|---|---|
| Relative TSR vs peer group | 60% | Target 50th percentile; 50% at 25th; 200% at ≥80th percentile | TSR 3.48%; 34th percentile | 52.7% of target | Cliff at 3 years |
| Organic Revenue CAGR | 20% | Threshold 6.5%; Target 7.0%; Max 8.5% | 6.8% | 0% of target | Cliff at 3 years |
| Adjusted Operating Margin Expansion | 20% | Threshold 0.3%; Target 0.7%; Max 1.0% | 0.9% | 180% of target | Cliff at 3 years |
| Time-based RSUs | 40% of LTI mix | Equal annual tranches over 3 years | — | — | Annual installments (3 yrs) |
FY2025 Award Grants (Carsley)
| Grant Date | Instrument | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 8/4/2024 | TSR Performance Shares | 1,974 | 3,947 | 7,894 | 823,581 |
| 8/4/2024 | Organic Revenue CAGR PSUs | 658 | 1,316 | 2,632 | 215,153 |
| 8/4/2024 | Operating Margin Expansion PSUs | 658 | 1,316 | 2,632 | 215,153 |
| 8/4/2024 | Time-based RSUs | — | — | — | 726,979 |
No stock option grants in FY2025; Company last granted options in 2016 (options not currently part of design) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 7,900 shares; less than 1% of outstanding |
| Deferred Equity | 2,405 RSUs deferred (vested; payable at termination or elected date) |
| Deferred Comp Plan (FY2025) | Executive contributions $204,763; earnings $14,749; balance $219,512 |
| Unvested RSUs (as of 6/30/2025) | 608 (2022 grant; $109,543 MV) and 2,404 (2023 grant; $433,129 MV) |
| Unearned Performance Shares (as of 6/30/2025) | 5,478 (2022; $986,971), 10,822 (2023; $1,949,800), 11,184 (2024; $2,015,021) |
| Ownership Guidelines | CFO required ownership: 3x base salary; 75% of net shares retained until compliant; all covered individuals compliant or within 5-year window as of 6/30/2025 |
| Hedging/Pledging | Prohibited for directors, executives, employees (including margin accounts) |
Vesting cadence: LTI grants approved in early August; RSUs vest annually over three years (performance shares cliff at 3 years), creating typical vesting/settlement events around August anniversaries .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Contract | No employment contracts with executive officers |
| Severance (non-COC) | CFO: 1.5x base salary (paid over 1.5 years), prorated annual bonus, lump-sum cost of 18 months health premiums; for Carsley: cash $1,333,206; welfare $48,486; total $1,381,692 (as of 6/30/2025) |
| Change-in-Control (double-trigger) | CFO: 1.5x base salary + 1.5x target bonus (lump sum), prorated target bonus, 18 months health premiums; equity vests at target (TSR higher of target or actual at CIC date) upon qualifying termination; for Carsley: cash $2,133,130; welfare $48,486; equity vest $3,986,622; total $6,168,237 |
| Triggers & Covenants | Benefits only if terminated without Cause or for Good Reason within 90 days before to 2 years after CIC; two-year non-compete, two-year customer/employee non-solicit, non-disparagement, release required |
| Clawback | Nasdaq-compliant clawback adopted Nov 2023 for 3-year lookback on restatements; prior recoupment policy applies pre-10/2/2023 |
| Tax Gross-ups | No excise tax gross-ups provided |
| Perquisites | Aircraft time-sharing available; FY2025 reimbursements disclosed for CEO; no other time-sharing used in FY2025 |
Investment Implications
- Pay-for-performance alignment: Annual bonus tied chiefly to adjusted operating income (75%) and strategic goals (25%); FY2025 paid at ~100% of target, consistent with near-target performance—neutral signal for pay-performance alignment .
- Long-term incentives emphasize TSR and margin quality: FY2023 PSU outcomes penalized weaker TSR and organic growth (0% payout), but rewarded margin expansion (180% payout), reinforcing focus on durable profitability over top-line expansion—positive for capital discipline but watch for growth execution .
- Retention and potential selling pressure: Significant unearned performance shares and unvested RSUs outstanding through FY2027; RSUs vest annually and performance shares settle on 3-year cadence, typically around August. Ownership rules require 75% net-share retention until 3x salary met, reducing near-term selling risk; hedging/pledging banned—constructive alignment .
- Change-in-control economics: CFO severance at 1.5x salary+bonus with double-trigger equity vesting at target; no tax gross-ups—market-standard safeguards that limit windfall risk while ensuring retention in strategic events .
- Governance and risk: Timely Section 16 filings; robust clawback; prohibited hedging/pledging; no employment contract—lower governance red flags; monitor annual equity grants (early August) and subsequent vest settlements for potential Form 4 flow and supply dynamics .
Say-on-pay support remains strong (93% in 2024), and CFO stock ownership guidelines (3x salary) with compliance window signal ongoing alignment .