Tammy S. LoCascio
JACK HENRY & ASSOCIATESAbout Tammy S. LoCascio
Tammy S. LoCascio, age 56, is an independent director of Jack Henry & Associates (JKHY) and serves as Senior Executive Vice President and Chief Operating Officer at First Horizon Corporation (NYSE: FHN). She joined JKHY’s Board in 2024 and brings deep expertise in banking strategy, technology, operations, and human capital management; recognitions include American Banker’s 2024 Most Powerful Women in Banking and other regional honors . She is independent under Nasdaq rules despite her employer (First Horizon Bank) being a JKHY customer, based on immateriality and Audit/Governance Committee review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon Corporation (NYSE: FHN) | Senior EVP & Chief Operating Officer; prior CHRO; EVP Consumer Banking | 2011–present (joined company in 2011) | Leads technology, operations, data and business transformation; previously led HR and consumer banking |
| Regional banks (unnamed); Management consulting | Various leadership roles; Consultant | Pre-2011 | Experience spans banking strategy, operations, and human capital; details not specified in proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Horizon Corporation (NYSE: FHN) | Senior EVP & COO | 2011–present | Operates across technology, operations, and business transformation |
| Other public company boards | — | — | No other current public company directorships disclosed in the proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Nasdaq tests) |
| Director Since | 2024 |
| Board/Committee Attendance | Each director attended at least 75% of Board and committee meetings; all then-serving directors attended the Nov 12, 2024 Annual Meeting |
| Committee Assignments (FY2025) | Human Capital & Compensation Committee – Chair (7 meetings in FY2025); Risk & Compliance Committee – Member (7 meetings) |
| Board Leadership/Process | Non-executive Chair; independent Lead Director; independent executive sessions held four times in FY2025 |
Fixed Compensation (Director)
| Component | Amount/Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $101,381 | Actual cash fees received in FY2025 |
| Annual Board Retainer (standard) | $70,000 | Paid in cash quarterly; applies to non-employee directors |
| Committee Retainers (standard) | Audit: $20,000; HC&C or Risk: $15,000; Governance: $10,000 | Paid in cash quarterly |
| Committee Chair Retainers (standard) | Audit/HC&C/Risk Chair: $25,000; Governance Chair: $15,000 | Paid in cash quarterly |
Performance Compensation (Director)
| Component | Grant Value/Structure | Details |
|---|---|---|
| Equity Award (FY2025) | $199,870 (RSUs; grant-date fair value) | Non-employee director equity paid as RSUs annually; as of 6/30/25, each then-current director (except Fiegel) held 1,159 unvested RSUs; no options granted to directors |
- Performance metrics: Non-employee directors do not participate in non-equity incentive plans and director RSUs are not performance-conditioned; equity is time-based RSUs with optional deferral under the Non-Employee Director Deferred Compensation Plan .
Director Compensation Mix (FY2025 actual)
| Metric | Cash Fees | Equity (RSUs FV) | Total |
|---|---|---|---|
| Tammy S. LoCascio | $101,381 | $199,870 | $301,251 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Ms. LoCascio beyond JKHY |
| HC&C Committee interlocks | Served on HC&C; not a current/former JKHY officer; committee noted customer relationships for certain members; no reportable interlocks or insider participation under SEC rules |
| Executive employer/customer interlock | First Horizon Bank (affiliated with Ms. LoCascio’s employer) is a JKHY customer; FY2025 cash receipts ≈ $1.1M; approved by Audit Committee; deemed on arms-length terms and not impairing independence |
Expertise & Qualifications
- Banking strategy, technology, operations, and human capital leadership; recognized among American Banker’s 2024 Most Powerful Women in Banking .
- Board-level risk oversight as member of Risk & Compliance Committee; compensation governance leadership as HC&C Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Tammy S. LoCascio | 1,524 | <1% | Includes 1,159 RSUs vesting on the earlier of day before the Annual Meeting or Nov 15, 2025 |
| Stock ownership guideline (Directors) | 5x annual director cash retainer | New directors have 5 years to comply; all directors in compliance or within window as of 6/30/25 | |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
Related-Party and Conflict Review
| Relationship | FY2025 Amount | Governance Outcome |
|---|---|---|
| First Horizon Bank (customer; Ms. LoCascio’s employer) | ≈$1.1 million | Audit Committee approved; terms no less favorable than unaffiliated; independence maintained; amounts <1% of JKHY revenue |
| BankTennessee (customer; spouse is an executive officer) | ≈$21,000 | Below $100k; not a “Related Party Transaction” under policy; reviewed by Audit Committee |
| Policy framework | — | Related Party Transaction Policy requires Audit Committee review; certain low-dollar relationships excluded or pre-approved; annual review required |
Insider Filings Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2025) | Company states all required director/officer filings were timely; no delinquencies identified |
Say-on-Pay & Shareholder Feedback (context for HC&C Chair)
- Say-on-pay at the Nov 2024 Annual Meeting received 93% support; the HC&C Committee maintained its approach in FY2025 and highlights ongoing shareholder engagement on compensation .
Governance Assessment
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Strengths
- Independent director; chairs HC&C and serves on Risk & Compliance, aligning experience with key oversight areas .
- Strong ownership alignment framework: directors expected to hold 5x cash retainer; hedging/pledging prohibited; all directors compliant or within 5-year window as of 6/30/25 .
- Transparent disclosure of customer relationships; Audit Committee oversight and immateriality thresholds support independence determinations .
- Robust shareholder support for executive pay (93%) under the committee she now chairs, a positive signal for compensation governance continuity .
-
Watch items / potential red flags
- Customer relationships with First Horizon (≈$1.1M FY2025) and spouse’s employer BankTennessee (≈$21k) create perceived conflict risk, though reviewed and deemed immaterial/appropriate; continue to monitor magnitude and approval rigor .
- Board attendance disclosure is aggregate (≥75% for each director) rather than individual; continue to monitor for sustained 100% engagement where disclosed .
-
Director pay alignment
- FY2025 compensation mix skewed to equity (RSUs) by grant-date value (~66% equity; ~$200k equity vs ~$101k cash), consistent with alignment objectives and market practice for non-employee directors .