Shruti S. Miyashiro
JACK HENRY & ASSOCIATESAbout Shruti S. Miyashiro
Shruti S. Miyashiro, age 54, has served as an independent director of Jack Henry & Associates since 2015. She is President and CEO of Digital Federal Credit Union (since 2022) and previously led Orange County’s Credit Union (2007–2022). She holds an MBA from the University of Redlands and brings current customer/operator perspectives from large credit unions to JKHY’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orange County’s Credit Union | President & CEO | 2007–2022 | Former JKHY customer using core software and complementary products, providing end-user/operator insights to Board deliberations |
| California Department of Financial Protection and Oversight | Advisory Committee Member | Not disclosed | Regulatory advisory experience; informs oversight of compliance and consumer financial protection |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Federal Credit Union (DFCU) | President & CEO | 2022–Present | DFCU was a Payrailz customer; after JKHY acquired Payrailz (Aug 31, 2022), DFCU became a JKHY customer; Audit Committee reviewed terms as arm’s-length |
| Federal Home Loan Bank of San Francisco | Board Director | Not disclosed | Governance/financial services expertise; oversight perspective from government-sponsored enterprise |
| CO-OP Financial Services | Board Director | Not disclosed | Credit union services industry governance; network/connectivity to sector trends |
Board Governance
- Independence: Determined “independent” under Nasdaq rules; Governance Committee reviewed customer relationships (current and prior credit unions) and concluded they did not impair independence given immaterial revenue impact (<1% of JKHY revenues) and arm’s-length terms.
- Committee Assignments (FY2025): Human Capital & Compensation (member), Risk and Compliance (member); not a committee chair.
- Board/Committee Meeting Activity (FY2025): Board held 4 regular and 2 special meetings; each director attended at least 75% of all Board and committee meetings; independent directors met in 4 executive sessions; all then-serving directors attended the Nov 12, 2024 Annual Meeting.
- Director tenure and limits: Director since 2015; directors restricted from standing for reelection after age 72 absent exceptional circumstances; directors first elected after May 14, 2021 limited to 12 total years of service; maximum of three other public company boards.
- Lead Independent Director structure: Independent Lead Director coordinates executive sessions and agendas; Lead Director is Matthew C. Flanigan.
| Item | Status / Detail |
|---|---|
| Independence | Independent; relationships reviewed and deemed non-impairing |
| Committees | Human Capital & Compensation (member); Risk & Compliance (member) |
| Committee Chair Roles | None |
| FY2025 Committee Meetings | HCCC: 7; Risk & Compliance: 7 |
| FY2025 Board Meetings | 4 regular; 2 special; independent executive sessions: 4 |
| Attendance | Each director ≥75% of Board and committees; Annual Meeting attendance affirmed |
| Lead Independent Director | Exists; Flanigan serves as Lead Director |
Fixed Compensation (Non-Employee Director FY2025)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,069 |
| Stock Awards (RSUs, grant-date fair value) | $199,870 |
| Options Awards | — (none granted) |
| Non-Equity Incentive Plan Compensation | — (not eligible) |
| All Other Compensation | — (none disclosed) |
| Total FY2025 | $314,939 |
| Standard Director Compensation Elements (structure) | Amount |
|---|---|
| Annual Board Retainer (cash) | $70,000 |
| Human Capital & Compensation Committee Retainer (cash) | $15,000 |
| Risk & Compliance Committee Retainer (cash) | $15,000 |
| Annual Equity Award (RSUs) | $200,000 (grant-date fair value) |
Notes:
- As of June 30, 2025, each non-employee director listed (other than Ms. Fiegel) held 1,159 unvested RSUs.
- Non-employee directors may defer RSUs under the Non-Employee Director Deferred Compensation Plan (bookkeeping only; unsecured obligation).
Performance Compensation
- Non-employee directors are not eligible for JKHY’s non-equity incentive plan or pension plans; compensation is cash retainers plus time-based RSUs (no performance-conditioned awards).
| Performance Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| Cash bonus tied to operating targets | No | Directors not eligible for non-equity incentive plan |
| PSUs tied to TSR/Revenue/Margin | No | Director equity awards are RSUs, time-based |
Other Directorships & Interlocks
| Entity | Type | Relationship to JKHY | FY2025 Amounts | Review/Outcome |
|---|---|---|---|---|
| Digital Federal Credit Union (DFCU) | Credit union | Customer via Payrailz complementary solutions after JKHY’s acquisition of Payrailz (Aug 31, 2022) | ~$2.1 million cash receipts (FY2025) | Audit Committee reviewed; terms no less favorable than unaffiliated customers |
| Federal Home Loan Bank of San Francisco | GSE | Board director role; no direct JKHY transaction disclosed | Not disclosed | Not applicable |
| CO-OP Financial Services | Credit union services | Board director role; no direct JKHY transaction disclosed | Not disclosed | Not applicable |
| Orange County’s Credit Union | Credit union | Former customer of JKHY core software and complementary products during her tenure | Not disclosed | Relationship noted in independence review; immaterial impact (<1% of JKHY revenue) |
- Governance Committee independence conclusion: Customer relationships considered and found non-impairing due to low revenue concentration (<1% of JKHY revenues) and arm’s-length terms.
Expertise & Qualifications
- Financial services leadership: President/CEO roles at large credit unions provide operator/customer perspective relevant to JKHY’s markets.
- Regulatory compliance: Service on CA DFPI Advisory Committee and governance roles indicate regulatory oversight experience.
- Technology/innovation and strategy/M&A: Skills matrix attributes highlighted by the Board across directors, including Miyashiro’s technology and strategic competencies.
Equity Ownership
| Ownership/Policy | Status |
|---|---|
| Unvested RSUs at 6/30/2025 | 1,159 RSUs |
| Director Stock Ownership Guideline | 5x annual director cash retainer; 75% net shares retention until met |
| Compliance Status (as of 6/30/2025) | All directors were in compliance or within the 5-year window |
| Hedging/Pledging | Prohibited for directors, officers, and employees |
Governance Assessment
- Strengths: Independent status affirmed despite customer interlocks; Audit Committee reviewed DFCU relationship; revenue exposure de minimis (≤1% of JKHY revenue); active committee roles in Human Capital & Compensation and Risk & Compliance; board-level restrictions on hedging/pledging and robust ownership guidelines support alignment.
- Engagement: Board held 6 meetings (4 regular, 2 special) with ≥75% attendance for each director; HCCC and Risk & Compliance each met 7 times in FY2025; independent directors held four executive sessions; Lead Director structure ensures independent oversight.
- Watch items (potential conflicts): DFCU became a JKHY customer via Payrailz acquisition; Audit Committee oversight and arm’s-length determination mitigate conflict risk; continued monitoring warranted given ongoing customer relationship.
RED FLAGS: None material disclosed for Miyashiro. Customer interlock with DFCU reviewed and deemed arm’s-length; amounts immaterial relative to JKHY revenue. Hedging/pledging prohibited; no delinquent Section 16 filings reported.