Thomas A. Wimsett

About Thomas A. Wimsett

Independent director of Jack Henry & Associates, Inc. since 2012; age 61. Founder and Chairman of Merchant’s PACT with 35+ years in payments; prior roles include Executive Chairman of ControlScan (2014–2020), founder/CEO of Iron Triangle Payment Systems (sold to Vantiv in 2010), and President & CEO of National Processing Company (1999–2002). He chairs Jack Henry’s Risk & Compliance Committee, serves on the Audit Committee, and is designated an SEC “audit committee financial expert,” signaling strong financial oversight credentials .

Past Roles

External Roles

Board Governance

• Independence: The Governance Committee determined Wimsett is independent under Nasdaq standards, notwithstanding relationships with Merchant’s PACT and RMS, given amounts are <1% of revenue and far below Nasdaq 5% threshold .
• Committees and roles: Chair, Risk & Compliance Committee; Member, Audit Committee; designated Audit Committee Financial Expert (with Flanigan and Wilson) .
• Attendance and engagement: Board held 4 regular and 2 special meetings; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions; all directors attended 2024 annual meeting .
• Committee workload: FY2025 meetings — Audit: 13; Risk & Compliance: 7 — indicating substantial engagement in financial reporting and enterprise risk oversight .
• Governance standards: Directors limited to ≤3 other public boards; age cap 72 (exceptions possible); 12-year limit for directors first elected after May 14, 2021; stock ownership guidelines and anti-hedging/pledging rules in place .

Fixed Compensation (Non-Employee Director, FY2025)

Performance Compensation (Director Equity; FY2025)

Non-employee directors receive annual time-based restricted stock units (RSUs), not performance-based awards; standard annual equity award target of ~$200,000; FY2025 grant date fair value reported for Wimsett was $199,870. As of June 30, 2025, each then-serving director (except Ms. Fiegel) held 1,159 unvested RSUs; directors may elect to defer RSUs under the Non-Employee Director Deferred Compensation Plan (one director elected deferral in FY2025; individual not identified) .

No options or non-equity incentive plan compensation for non-employee directors in FY2025; options column blank in director table .

Other Directorships & Interlocks

Expertise & Qualifications

• Payments and fintech operator: Founder/CEO roles in merchant acquiring and payment security; extensive industry governance (ETA, networks) .
• Risk oversight: Chair of Risk & Compliance overseeing enterprise risk, regulatory compliance, and cybersecurity; committee integrates inputs from CISO and management .
• Financial oversight: Audit Committee member; designated “audit committee financial expert,” evidencing strong accounting/financial reporting acumen .

Equity Ownership

Governance Assessment

• Board effectiveness: Dual role as Risk & Compliance Chair and Audit Committee financial expert enhances oversight of enterprise risk, information security, regulatory compliance, and financial reporting—key areas for a bank tech vendor .
• Independence and conflicts: Independence affirmed despite Merchant’s PACT referral arrangement and RMS customer relationship; amounts small (≤ ~$86k and < $10k), flows accrue to JKHY, and arrangements reviewed/approved under Related Party policy—mitigating conflict risk .
• Engagement: Committee workloads (Audit: 13; R&C: 7) and ≥75% attendance demonstrate active participation; independent sessions held regularly, supporting robust governance .
• Alignment: Director pay mix skews toward equity (annual ~$200k RSUs) plus cash retainers tied to committee responsibilities; ownership guidelines (5x retainer) and anti-hedging/pledging policy support shareholder alignment; as of 9/16/25 Wimsett beneficially owned 39,875 shares (<1%) .
• RED FLAGS: Related-party exposure via Merchant’s PACT exists but is structurally favorable to JKHY (payments flow to JKHY) and quantitatively immaterial under policy thresholds; independence retained per Governance Committee—monitor for any expansion in scope or materiality over time .

Director Compensation (FY2025 Snapshot)

Standard program components: Board retainer $70k; Committee retainers—Audit $20k, Risk & Compliance $15k; Chair premium—Risk & Compliance $25k; Annual equity ~$200k RSUs paid to non-employee directors .

Related-Party Exposure (Detailed)

• Merchant’s PACT referral agreement (2016; amended 2019): Merchant’s PACT pays JKHY fees for referred consulting/services; FY2025 ~$86,000. No payments from JKHY to Merchant’s PACT under the agreement .
• RMS customer relationship: FY2025 cash receipts < $10,000 .
• Governance conclusion: Audited and reviewed per Related Party policy; below policy thresholds; independence maintained .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 Say-on-Pay support: 93% approval, indicating general investor alignment with compensation governance (executive program context) .

Notes on Policies Affecting Alignment

• Stock ownership guidelines: Directors must own ≥5x annual cash retainer; compliance or within window as of June 30, 2025 .
• Trading policy: Prohibits hedging, short sales, options, and pledging by directors .

All data above reflects the Jack Henry 2025 definitive proxy statement (DEF 14A) filed October 2, 2025. Citations indicate specific document sections.