Renee Swearingen
JACK HENRY & ASSOCIATESAbout Renee Swearingen
Renee A. Swearingen is Senior Vice President, Chief Accounting Officer (CAO) and Assistant Treasurer at Jack Henry, appointed in May 2022; she oversees accounting, finance, tax, external reporting, procurement, and facilities, and joined Jack Henry in 1996 after five years in public accounting as a CPA (predecessor to Forvis Mazars, LLP) . Age: 57 . Company performance metrics tied to executive incentives over her tenure include a three-year TSR of 3.48% (34th percentile vs peers; PSU payout 52.7%), three-year organic revenue CAGR of 6.8% (PSU payout 0%), and three-year non-GAAP operating margin expansion of 0.9% (PSU payout 180%) for the period ending June 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack Henry | Senior Vice President, Chief Accounting Officer & Assistant Treasurer | May 2022–present | Oversees accounting, finance, tax, external reporting, procurement, and facilities . |
| Jack Henry | Vice President of Finance and Procurement | 2021–2022 | Led finance and procurement, supporting strategy and execution . |
| Jack Henry | Corporate Controller | 2001–2022 | Led corporate accounting and controls . |
| Jack Henry | Various finance leadership roles | 1996–2001 | Progressive finance leadership after joining in 1996 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Predecessor to Forvis Mazars, LLP (public accounting) | CPA (audit/tax/consulting) | ~1991–1996 (5 years) | Built technical accounting/audit and regulatory expertise prior to joining Jack Henry . |
Fixed Compensation
- Individual base salary, target bonus, and actual bonus for Ms. Swearingen are not disclosed (she was not a Named Executive Officer in FY2025; the Summary Compensation Table lists CEO, CFO, CLO, COO, and Executive Board Chair) .
- For context, Jack Henry sets base salaries competitively and targets annual cash bonus opportunities near the 50th percentile of a defined compensation peer group; FY2025 annual bonus for Named Executives was 75% tied to adjusted operating income and 25% to strategic goals, with payout caps at 200% .
Performance Compensation
Annual Incentive Plan (structure and FY2025 outcomes for Named Executives; individual CAO payout not disclosed)
| Metric (Weight) | Target/Mechanic | FY2025 Outcome | Payout Factor |
|---|---|---|---|
| Adjusted Operating Income (75%) | Budget target $540.7M; threshold 94.7% pre-bonus; 0–200% payout slope; non-GAAP adjustments remove deconversion fees and certain one-times . | 100.1% of target (pre-bonus adjusted OI $571.5M) . | 100.2% of target (plan payout factor) . |
| Strategic Executive Goals (25%) | Aggregate holistic assessment; 0–200% range; ±25% individual modifier possible . | 100% achievement (no individual modifiers applied) . | 100% (contributes to overall 100.2%) . |
Note: Company reports plan outcomes for Named Executives; Ms. Swearingen’s individual annual incentive details are not disclosed .
Long-Term Incentive (LTI) Design
| Award Type | Weight | Vesting | Performance Metrics / Targets |
|---|---|---|---|
| Performance Share Units (PSUs) | ~60% of LTI value | Cliff vest at end of 3-year period . | 60% Relative TSR vs peer group; 20% 3-yr organic revenue CAGR (threshold 6.5%, target 7.0%, max 8.5% for FY2025 grants); 20% 3-yr non-GAAP operating margin expansion (threshold 0.3%, target 0.7%, max 1.0%); 50–200% payout, 0% below threshold . |
| Time-based RSUs | ~40% of LTI value | 1/3 per year over three years (continued service); retirement provisions allow continued vesting if conditions met . | N/A (service-based). |
PSU Results – Three-Year Cycles (ended FY2025, used for all Named Executives)
| PSU Metric | 3-year Performance Result | Payout vs Target |
|---|---|---|
| Relative TSR (vs S&P Software & Services + ref. peers) | 3.48% TSR; 34th percentile . | 52.7% of target . |
| Organic Revenue CAGR | 6.8% . | 0% of target . |
| Non-GAAP Operating Margin Expansion | 0.9% . | 180% of target . |
Implication: LTI payouts are sensitive to multi-year execution; revenue growth shortfall zeroed that component, while margin expansion paid above target, and TSR paid below target in the last completed cycle .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership (Swearingen) | Not separately disclosed; proxy lists directors, Named Executives, and group totals . |
| Directors & executive officers as a group | 437,410 shares (15 persons) . |
| Stock ownership guidelines | Apply to Named Executives and other covered management; multiples disclosed for NEOs (CEO 6x, CFO 3x, COO 3x, CLO 1x), five-year compliance window; must retain 75% of net shares until compliant; RSUs count toward guideline, PSUs/options do not . |
| Hedging/pledging | Prohibited: no short sales, derivatives, hedging, margin or pledging; standing/limit orders >3 business days prohibited except under approved Rule 10b5‑1 plans . |
| Compliance status | As of June 30, 2025, all covered individuals were compliant or within the five-year window . |
| Clawback | Executive Compensation Clawback Policy adopted Nov 2023 (Nasdaq-compliant), recovers erroneously awarded incentive comp for restatements (3-year lookback) . |
Employment Terms
| Topic | Terms / Status |
|---|---|
| Employment contracts | Company has no employment contracts with its executive officers (includes CAO) . |
| Severance (non‑CIC) | For Named Executives only: CEO 2.0x base salary; others 1.5x base salary, paid over 2.0/1.5 years; pro‑rated annual bonus; 18 months health premium equivalent (lump sum) . |
| Change-in-control (double trigger) | For Named Executives only: CEO 2.0x (base + target bonus); others 1.5x (base + target bonus), plus pro‑rated target bonus and 18 months health premium equivalent; equity vests per plan on qualified termination in the CIC window . |
| Equity treatment on CIC | RSUs: accelerate if not assumed; if assumed, vest on qualified termination in window. PSUs convert to time‑based at target (or higher for TSR based on actual to CIC date); vest as above . |
| Restrictive covenants | Required for severance eligibility: two‑year non‑compete, two‑year non‑solicit (customers/employees), and non‑disparagement; release of claims required . |
| Grant timing policy | Annual equity grants to executives typically in early August; consistent practice to avoid opportunistic timing relative to MNPI . |
Note: The proxy details severance/CIC economics for Named Executives; Ms. Swearingen’s participation is not specifically disclosed. The company states it has no employment contracts with executive officers .
Vesting Schedules and Potential Insider Selling Pressure
- Grant timing and RSU vesting: Long-term awards are granted in early August; RSUs vest in equal annual installments over three years (except special one-year RSUs for certain cases). This can create recurring vest events around early August, subject to blackout windows and 10b5‑1 plans .
- PSU vesting: Performance shares cliff-vest at the end of the three-year performance period, adding a second vest catalyst at the end of each cycle .
- Share retention: Executives must retain 75% of net shares until meeting ownership guidelines, which dampens immediate sell pressure from vesting .
- Trading policy: Prohibits hedging/pledging and long-duration limit orders, further reducing speculative trading or forced sales (no margin/pledge risk) .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual plan paid ~100% of target on balanced operating income and strategic goals; multi-year PSUs showed mixed outcomes—zero for revenue growth, below-target for TSR, but above-target for margin expansion—demonstrating payout variability tied to execution and market-relative results .
- Mix shift and risk profile: Long-term equity is majority PSUs (~60%) with explicit hurdles (TSR, growth, margin), and RSUs (~40%) for retention—moderate risk balance and strong long-term focus .
- Governance safeguards: No employment contracts; double-trigger CIC; no excise tax gross-ups; clawback in place; hedging/pledging banned; grants done on a set schedule .
Compensation Peer Group and Benchmarking
- Peer group used for benchmarking includes application software, data/analytics, and fintech processors (e.g., ACIW, BR, FICO, SSNC, TYL, WEX), targeting the 50th percentile; two larger “Reference Peers” (Fiserv and FIS) inform design trends but not benchmarking levels .
- Independent advisor: Meridian Compensation Partners supports the Human Capital & Compensation Committee with market data and design advice .
Equity Ownership & Beneficial Ownership Snapshot
| Holder | Shares | % Outstanding |
|---|---|---|
| All current directors and executive officers as a group (15 persons) | 437,410 | <1% |
| Ms. Swearingen (individual) | Not individually disclosed in the proxy’s beneficial ownership table . | — |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 93% support at the 2024 annual meeting (covering FY2024 compensation), reinforcing shareholder alignment on program design .
Expertise & Qualifications
- Credentials: Long-tenured operator with deep controllership and CAO experience; practicing CPA background enhances technical financial reporting and control oversight .
Investment Implications
- Alignment: Strong structural alignment via majority performance-based LTI, strict ownership/retention rules, and prohibitions on hedging/pledging reduce misalignment risk; clawback provides downside governance protection .
- Execution signals: Multi-year PSU outcomes highlight focus areas—organic growth underperformance offset by margin expansion; near-target annual bonus underscores steady operations. Monitor forward PSU metric calibrations (growth/margin targets) and subsequent cycle results for momentum inflection .
- Retention risk: Absence of individual CAO pay disclosure limits precision, but standard Jack Henry design (time-based RSUs plus PSUs, retirement-friendly vesting mechanics, and double-trigger CIC) supports retention; lack of employment contracts offers flexibility but increases at-will mobility risk .
- Trading pressure: Structured August grant/vesting cadence may create predictable vest events, but 75% retention and trading policy reduce near-term sell pressure; monitor 10b5‑1 plan filings and blackout windows around early August .