Wesley A. Brown
JACK HENRY & ASSOCIATESAbout Wesley A. Brown
Wesley A. Brown (age 71) is an independent director of Jack Henry & Associates and President of Bent St. Vrain & Company, LLC, a Denver-based bank consulting firm he founded in 2015; he previously served on JKHY’s board from 2005–2014 and rejoined in 2015, and holds an MBA with Honors from the University of Chicago . His background spans more than 125 merger and financing transactions totaling over $3.5B for financial institutions, with prior roles at KPMG Corporate Finance (2014–2015), St. Charles Capital (co-founder; 2004–2014), McDonald Investments (2001–2004), and The Wallach Company (1991–2000) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Corporate Finance subsidiary) | Managing Director | Jun 2014 – Oct 2015 | Led FI M&A advisory; resigned from JKHY board in 2014 due to KPMG employment |
| St. Charles Capital, LLC | Co-founder; Managing Director; first President and Compliance Officer | 2004 – 2014 | Specialized in FI M&A; ~125 transactions; >$3.5B total value |
| McDonald Investments, Inc. | Managing Director | 2001 – 2004 | Investment banking coverage for FIs |
| The Wallach Company | Executive Vice President | 1991 – 2000 | Banking advisory; Rocky Mountain community banking expertise |
| Jack Henry & Associates | Director | 2005 – 2014 | Board service (first stint) |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Bent St. Vrain & Company, LLC | President (Founder) | 2015 – Present | Bank consulting; Denver-based |
| FirstBank Holding Company (Lakewood, CO) | Director | Not disclosed – Present | Customer of JKHY; FY2025 receipts ~$23,000; reviewed and deemed on arm’s-length terms |
Board Governance
- Committee assignments: Audit Committee member (not Chair); Audit met 13 times in FY2025 .
- Independence: Classified independent; Governance Committee affirmed independence despite customer relationship with FirstBank Holding; amounts well below thresholds and <1% of JKHY revenue .
- Attendance and engagement: Board held four regular and two special meetings; each director attended at least 75% of board and committee meetings; independent directors held four executive sessions; all then‑serving directors attended the Nov 12, 2024 Annual Meeting .
- Board tenure: Director since 2015 (current stint) .
- Age/tenure policy context: Directors may not stand for re‑election after age 72 (with limited exceptions); directors first elected after May 14, 2021 have a 12‑year service cap; board members should not sit on more than three other public company boards .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Cash fees (Brown – total) | $92,175 | Reported “Fees Earned or Paid in Cash” for FY2025 |
| Board retainer (structure) | $70,000 | Annual cash retainer for non‑employee directors |
| Audit Committee member retainer (structure) | $20,000 | Additional annual cash retainer for Audit members |
| Chair retainers (structure) | $25,000 (Audit/HC&C/Risk Chairs); $15,000 (Governance Chair) | Paid to designated committee chairs only; Brown is not a chair |
| Meeting fees | None disclosed | Not listed; comp is retainer + equity |
Notes: All cash retainers paid quarterly in arrears; non‑employee directors are not eligible for company non‑equity incentive plans or pension plans .
Performance Compensation
| Equity Metric | FY2025 Detail |
|---|---|
| Equity vehicle | Restricted Stock Units (RSUs) for non‑employee directors |
| Annual equity grant policy | $200,000 grant value (target) |
| Brown – Stock awards (grant-date fair value) | $199,870 (FY2025) |
| Unvested RSUs held at 6/30/2025 | 1,159 RSUs (for each then‑serving non‑employee director) |
| Vesting convention | Vests on the earlier of the day before the Annual Meeting or Nov 15, 2025 |
| Options/PSUs | None disclosed for directors in FY2025; Options Awards column blank |
| Deferral election | One director deferred RSUs in FY2025 (not Brown) |
Other Directorships & Interlocks
| Entity | Relationship to JKHY | FY2025 $ Amount | Governance Treatment |
|---|---|---|---|
| FirstBank Holding Company (Brown is a Director) | Customer of JKHY (online financial management) | ~$23,000 | Reviewed by Audit Committee; terms no less favorable than unaffiliated customers; not a Related Party Transaction under policy; independence maintained |
| Human Capital & Compensation Committee (HCCC) interlocks | N/A for Brown | — | FY2025 HCCC members were LoCascio (Chair), Flanigan, Miyashiro, Campbell; no reportable interlocks beyond disclosed customer relationships; Brown not on HCCC |
Expertise & Qualifications
- Deep financial institutions M&A expertise (125+ transactions; >$3.5B) and community banking domain knowledge; finance, compliance, and banking specialization .
- Current operating role (President, Bent St. Vrain), prior leadership in boutique and large IBs (St. Charles Capital, KPMG CF, McDonald, Wallach) .
- Board skills matrix highlights broad board expertise across finance, strategy/M&A, and industry experience; Brown is an independent Audit Committee member (financial expert designations apply to Flanigan, Wilson, Wimsett) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 9/16/2025) | 93,749 shares; less than 1% of shares outstanding |
| Includes | 1,159 RSUs scheduled to vest by Annual Meeting/Nov 15, 2025 |
| Director ownership guideline | Minimum 5x annual director cash retainer; compliance required within 5 years |
| Compliance status | All directors compliant or within five‑year window as of 6/30/2025 |
| Hedging/pledging | Prohibited for directors, executives, employees (no pledging or hedging allowed) |
Insider Trades (Forms 4)
| Filing Date | Transaction (Doc) Date | Form | Link | Notes |
|---|---|---|---|---|
| Nov 13, 2025 | Nov 11, 2025 | Form 4 | https://ir.jackhenry.com/sec-filings/sec-filing/4/0000779152-25-000115 | Statement of changes in beneficial ownership; see filing for details |
| Sep 18, 2024 | Sep 16, 2024 | Form 4 | https://ir.jackhenry.com/sec-filings/sec-filing/4/0000779152-24-000094 | Statement of changes in beneficial ownership; see filing for details |
| Nov 15, 2023 | — | Form 4 | https://ir.jackhenry.com/static-files/913eec8d-72a2-4182-a123-894e324f3aeb | Statement of changes in beneficial ownership; see filing for details |
Additional reference sources listing Brown’s insider holdings/transactions: GuruFocus and TipRanks (data derived from SEC filings) .
Director Compensation (FY2025 snapshot)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| Wesley A. Brown | 92,175 | 199,870 | 292,045 |
Supporting structure (applies to all non‑employee directors): Annual board retainer $70,000; committee retainers: Audit $20,000, HC&C and Risk $15,000, Governance $10,000; Chair retainers: $25,000 (Audit/HC&C/Risk) and $15,000 (Governance); annual equity award $200,000 in RSUs; paid quarterly for cash retainers .
Related Party and Conflict Review
- FirstBank Holding (where Brown serves as a director) is a JKHY customer; FY2025 receipts ~$23,000; Audit Committee concluded terms were no less favorable than those with unaffiliated customers .
- Governance Committee determined this relationship does not impair Brown’s independence and does not meet “Related Party Transaction” thresholds; independence affirmed .
- Governance Committee noted that all such customer relationships involving directors were <1% of JKHY revenue and far below Nasdaq 5% thresholds; independence maintained .
Say‑On‑Pay & Shareholder Feedback (context)
- At the prior annual meeting, 93% of votes cast supported FY2024 executive compensation (advisory say‑on‑pay), indicating broad shareholder support for compensation practices .
Governance Assessment
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Strengths and positive signals:
- Independent director with meaningful industry and M&A expertise; sits on Audit Committee (13 meetings in FY2025), supporting financial oversight .
- Solid ownership alignment: 93,749 shares beneficially owned (<1%) and subject to a 5x retainer ownership guideline; hedging/pledging prohibited; directors compliant or within window .
- Attendance and engagement: met attendance threshold; attended Annual Meeting; independent directors held four executive sessions, reinforcing independent oversight .
-
Risk indicators and watch‑items:
- Customer interlock: Brown is a director of FirstBank Holding, a JKHY customer; however, FY2025 spend ~$23,000, reviewed as arm’s‑length, below RPT thresholds; independence explicitly affirmed (low materiality) .
- Age/tenure policy: At 71, Brown approaches the board’s age‑72 retirement guideline; absent an exception, re‑nomination horizon is limited, implying potential near‑term board refresh/transition considerations .
Overall, the evidence supports Brown’s independence and active oversight role (Audit Committee), with strong ownership alignment and limited conflict exposure; the primary governance consideration is anticipated turnover due to age policy rather than effectiveness or integrity concerns .