Thomas H. Wilson, Jr.
JACK HENRY & ASSOCIATESAbout Thomas H. Wilson, Jr.
Thomas H. Wilson, Jr. (age 64) is an independent director at Jack Henry & Associates, Inc. (JKHY) serving since 2012; he is Managing Partner at DecisionPoint Advisors, LLC, and is designated an “audit committee financial expert.” He holds an MBA from Duke University and previously held senior roles at NuTech Solutions (Chairman/CEO), Osprey (President), and IBM (14 years in management and sales) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DecisionPoint Advisors, LLC | Managing Partner | 2008–present | Technology M&A advisory; brings tech-focused investment banking and M&A expertise to JKHY |
| NuTech Solutions | Chairman & CEO | 2004–2008 | Led BI software firm through sale to Netezza; senior operating leadership |
| Osprey | President | 1997–2004 | Consulting and systems integration leadership; sale to NIIT |
| IBM | Management & Sales | ~14 years | Fortune-50 discipline; enterprise sales/management experience |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| NN, Inc. (Nasdaq: NNBR) | Director | Public | Current | Committee roles not disclosed |
| Patterson Pope, Inc. | Director | Private | Since 2021 | Employee-owned; no public filings |
Board Governance
- Committee assignments: Audit Committee Chair; Governance Committee member .
- Financial expert designation: The Board determined Wilson (with Flanigan and Wimsett) qualifies as an “audit committee financial expert” per SEC standards .
- Independence: Determined independent under Nasdaq rules; eight of ten nominees are independent .
- Attendance: Board held 4 regular and 2 special meetings in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the Nov. 12, 2024 Annual Meeting .
- Executive sessions: Independent directors met in four executive sessions without management in the last fiscal year .
- Committee meeting cadence FY2025: Audit (13), Governance (4). HC&C (7) and Risk & Compliance (7) are shown for breadth; Wilson is not a member in FY2025 .
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Audit Committee meetings | 14 | 13 |
| Governance Committee meetings | 4 | 4 |
| Director independence (Wilson) | Independent | Independent |
| Board/committee attendance threshold met | Yes (≥75%) | Yes (≥75%) |
| Executive sessions (independent directors) | 4 | 4 |
Fixed Compensation
- Structure (FY2025): Board retainer $70,000; Audit Committee retainer $20,000; Governance Committee retainer $10,000; Audit Chair retainer $25,000. All retainers paid in cash quarterly .
- Director cash/equity mix (FY2025): Cash $125,725; Equity (RSUs grant-date fair value) $199,870; Total $325,595 .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Board retainer (cash) | $70,000 | $70,000 |
| Audit Committee retainer (cash) | $20,000 | $20,000 |
| Governance Committee retainer (cash) | $10,000 | $10,000 |
| Audit Chair retainer (cash) | $25,000 | $25,000 |
| Fees earned or paid in cash (Wilson) | $130,000 | $125,725 |
| Stock awards (grant-date fair value) | $177,475 | $199,870 |
| Total (Wilson) | $307,475 | $325,595 |
Notes:
- No meeting fees; director equity paid annually as RSUs; non-employee directors not eligible for non-equity incentive plans or pensions; RSUs eligible for deferral under the Director Deferred Compensation Plan .
Performance Compensation
- Annual director equity grant: RSUs, time-based, with grant-date fair value $199,870 in FY2025; annual director equity is structured as RSUs (no options) .
- Outstanding director RSUs: As of June 30, 2025, each continuing director (incl. Wilson) held 1,159 unvested RSUs .
- Minimum vesting: Plan permits director awards to vest by the date of the next annual meeting (exception to one-year minimum vesting) .
- Change-in-control treatment for awards: Awards may be continued/assumed/substituted or paid/cancelled per transaction terms; Board may accelerate vesting; broad CIC mechanics apply company-wide under the equity plan .
| Performance Metric (Directors) | FY2024 | FY2025 |
|---|---|---|
| RSU type | Time-based RSUs | Time-based RSUs |
| Annual equity grant (fair value) | $177,475 | $199,870 |
| Unvested RSUs outstanding (Wilson) | 1,173 (as of 6/30/2024) | 1,159 (as of 6/30/2025) |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Role | Interlocks/Transactions |
|---|---|---|
| NN, Inc. (NNBR) | Director | No JKHY-related transactions disclosed |
| Patterson Pope, Inc. | Director (private) | None disclosed |
- HC&C Committee interlocks: FY2024 HC&C included Wilson (with Miyashiro, Flanigan, Brown); in FY2025 HC&C membership changed (Wilson not on HC&C) .
Expertise & Qualifications
- Skills matrix marks for Wilson: Leadership; Finance; Technology & Innovation; Strategy & M&A; Risk Management & Cybersecurity; Other Public Company Board/Governance .
- Financial expert: Audit committee financial expert designation .
- Education: MBA, Duke University .
Equity Ownership
- Beneficial ownership (as of Sept. 16, 2025): 26,634 shares; less than 1% of shares outstanding .
- Unvested RSUs counted for near-term vesting: 1,159 RSUs vesting by 11/15/2025 included in beneficial ownership calculation per methodology; directors also have deferrals .
- Deferred RSUs: Wilson elected to defer 9,982 fully vested RSUs; excluded from reported beneficial ownership; payable in stock or cash at Company option at service end or specified dates .
- Ownership guidelines: Directors must hold ≥5x annual cash retainer; all directors compliant or within 5-year window as of 6/30/2025; hedging/pledging prohibited .
| Ownership Item | Figure |
|---|---|
| Shares beneficially owned (Wilson) | 26,634 |
| Percent of shares outstanding | <1% |
| Unvested RSUs held (as of 6/30/2025) | 1,159 |
| Deferred RSUs (fully vested; excluded from table) | 9,982 |
| Ownership guideline compliance | Compliant/in window (board-wide) |
| Hedging/pledging policy | Prohibited for directors |
Fixed Compensation (Structure Overview)
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | $70,000 |
| Committee Cash Retainers (Audit/Human Capital & Compensation/Risk & Compliance/Governance) | $20k/$15k/$15k/$10k | $20k/$15k/$15k/$10k |
| Committee Chair Retainers (Audit/HC&C/R&C/Governance) | $25k/$25k/$25k/$15k | $25k/$25k/$25k/$15k |
| Annual Director Equity (RSUs, grant-date fair value) | $180,000 | $200,000 |
Governance Assessment
- Board effectiveness: Wilson’s tenure (since 2012) provides continuity and deep tech/M&A experience; as Audit Chair and SEC-defined financial expert, he anchors financial reporting oversight and related-party transaction review process .
- Independence & conflicts: Governance Committee affirmed independence; no related-party transactions disclosed for Wilson; Audit Committee reviews and pre-approves related-party transactions per policy (Chair has delegated authority < $200k), limiting conflict risks .
- Engagement: Committee load (Audit Chair; Governance member), consistent attendance (≥75%) and participation in executive sessions indicate active oversight; Audit met 13 times in FY2025, reflecting robust engagement on controls and reporting .
- Alignment & incentives: Director equity increased YoY (RSUs $177,475 → $199,870) with cash fees roughly stable, supporting long-term alignment; stock ownership guidelines (≥5x retainer) and prohibition of hedging/pledging further strengthen alignment .
- Risk indicators: No Section 16 filing delinquencies in FY2025; plan prohibits option repricing without shareholder approval; equity plan caps annual director equity and allows vesting by next annual meeting, with Board discretion on treatment in corporate transactions .
RED FLAGS
- None disclosed for Wilson regarding related-party transactions, hedging/pledging, or attendance; tenure >10 years may draw some investor scrutiny for long-term independence, but the company’s guidelines limit new directors to 12 years and enforce age caps, and Wilson’s independence was explicitly reaffirmed .
Additional Investor Signals
- Say-on-pay support: 93% approval at 2024 Annual Meeting, indicating broad investor support of compensation governance (contextual confidence indicator) .
Other Directorships & Interlocks (Detail Table)
| Company | Exchange/Ticker | Role | Interlock/Transaction Detail |
|---|---|---|---|
| NN, Inc. | Nasdaq: NNBR | Director | No transactions disclosed with JKHY |
| Patterson Pope, Inc. | Private | Director | Not applicable |
Related Party Transactions & Policies (Board-Wide Context)
- Policy: Audit Committee must review/approve related-party transactions; Delegated pre-approval to Audit Chair for transactions < $200k; annual review of ongoing transactions .
- Board-wide relationships reviewed (not including Wilson): Transactions involving Miyashiro (DFCU, $2.1m), Brown (FirstBank, $23k), LoCascio/First Horizon ($1.1m) and spouse’s BankTennessee ($21k), Wimsett/Merchant’s PACT (paid JKHY $86k), Nelson/Wolters Kluwer ($8.4m) and Equifax (~$45k); all assessed as on market terms and not impairing independence .
Notes on Equity Plan Mechanics Relevant to Directors
- Non-employee director annual grant design: RSUs eligible to vest by the next annual meeting (exception to one-year minimum) .
- Individual annual cap: Director equity awards capped by $1,000,000 per calendar year (fair value basis) .
- Corporate transactions: Awards may be continued/assumed/substituted/paid/cancelled; Board may accelerate vesting; no option repricing without shareholder approval .